Roku, LLC, as successor by merger to Roku, Inc., filed nine post-effective amendments to its Form S-8 registration statements on November 6, 2026, to remove from registration all unsold shares previously registered under its employee benefit and equity plans following the completion of its acquisition by Fox Corporation.

Key Highlights

  • Merger completed November 6, 2026: Fox Corporation acquired Roku through a two-step merger process governed by an Agreement and Plan of Merger dated June 14, 2026.
  • Nine S-8 registrations terminated: Post-effective amendments were filed against registration statements spanning from No. 333-220701 (filed September 28, 2017) through No. 333-284965 (filed February 14, 2025).
  • Successor entity renamed: Following the mergers, Merger Sub 2 continued as the surviving entity, was renamed Roku, LLC, and became a wholly-owned subsidiary of Fox Corporation.
  • Shares covered included Class A and Class B stock: The earliest registration (No. 333-220701) covered up to 42,328,082 shares of Class A Common Stock and up to 27,328,082 shares of Class B Common Stock, among other registrations covering additional Class A shares.
  • All registered but unsold securities deregistered: According to the filing, the amendments "remove from registration any and all securities that were registered under the Registration Statements and remain unsold at the termination of the offerings."
  • Plans affected: The deregistered shares were tied to the Roku, Inc. 2008 Equity Incentive Plan, the 2017 Employee Stock Purchase Plan, the 2017 Equity Incentive Plan, and the Amended and Restated 2017 Equity Incentive Plan.

Fox Corporation Completes Two-Step Merger, Triggering Roku Plan Deregistrations

According to the filing, Fox Corporation acquired Roku through a two-step integrated transaction. In the first step, Merger Sub 1, Inc. merged with and into Roku, with Roku continuing as the surviving corporation and becoming a wholly-owned subsidiary of Fox Corporation. Immediately following, in the second step, the surviving corporation merged with and into Merger Sub 2, LLC, which continued as the surviving entity, was renamed Roku, LLC, and remained a wholly-owned subsidiary of Fox Corporation.

The filing states that the Merger Agreement was entered into on June 14, 2026, among Fox Corporation, Falcon Merger Sub 1, Inc., Falcon Merger Sub 2, LLC, and Roku. With the mergers completed on November 6, 2026, the registrant disclosed that "the offerings pursuant to the above-referenced Registration Statements have been terminated." The nine registration statements in question were originally filed between September 28, 2017, and February 14, 2025, covering shares issuable under various Roku employee equity and stock purchase plans.

The post-effective amendments were signed on behalf of Roku, LLC by Nicholas Trutanich, Executive Vice President and Assistant Secretary, in New York on November 6, 2026. The filing notes that pursuant to Rule 478 under the Securities Act of 1933, no additional signatories were required. The registrant identified itself as a large accelerated filer in the filing. The deregistration fulfills undertakings made in the original registration statements to remove any unsold registered securities upon termination of the related offerings.

What Was Disclosed

Roku, LLC filed nine post-effective S-8 amendments on November 6, 2026, to deregister all unsold employee plan shares following its acquisition by Fox Corporation under a merger agreement dated June 14, 2026, terminating all related equity plan offerings.