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

Key Highlights

  • Nine S-8 registrations deregistered: Post-effective amendments were filed simultaneously against registration statements numbered 333-220701 through 333-284965, spanning filings originally made between September 2017 and February 2025.
  • Merger completed November 6, 2026: Fox Corporation acquired Roku through a two-step merger process under an Agreement and Plan of Merger dated June 14, 2026, with Roku, LLC emerging as the surviving entity and a wholly-owned subsidiary of FOX.
  • Offerings terminated: According to the filing, "the offerings pursuant to the above-referenced Registration Statements have been terminated" in connection with completion of the mergers.
  • Shares covered spanned multiple plans: The registration statements collectively covered shares issuable under 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.
  • Largest original registration: Registration No. 333-220701, filed September 28, 2017, registered up to 42,328,082 shares of Class A Common Stock and up to 27,328,082 shares of Class B Common Stock.
  • Most recent registration deregistered: Registration No. 333-284965, filed February 14, 2025, had covered up to 7,304,561 shares of Class A Common Stock under the Amended and Restated 2017 Equity Incentive Plan.

Fox Corporation Completes Roku Acquisition, Triggering Mass Deregistration of Equity Plan Shares

Roku, LLC filed these post-effective amendments as a direct consequence of the completion of its acquisition by Fox Corporation on November 6, 2026. The filing describes a two-step merger structure: first, Falcon Merger Sub 1, Inc. merged with and into Roku, Inc., with Roku surviving as a wholly-owned subsidiary of FOX; second, that surviving corporation immediately merged with and into Falcon Merger Sub 2, LLC, which was then renamed Roku, LLC. The underlying Agreement and Plan of Merger was dated June 14, 2026, and involved Fox Corporation, two wholly-owned Fox subsidiaries, and Roku.

With the equity plan offerings terminated upon closing of the mergers, the filing states that the registrant is acting on undertakings made in each of the original registration statements "to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but that remain unsold at the termination of the offerings." The nine registration statements collectively covered Class A and Class B Common Stock, each with a par value of $0.0001 per share, issued or issuable under four named equity and employee benefit plans. Individual annual S-8 filings from 2018 through 2024 each registered between approximately 6.4 million and 7.2 million shares of Class A Common Stock.

The post-effective amendments were signed by Nicholas Trutanich, identified in the filing as Executive Vice President and Assistant Secretary of Roku, LLC, 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 is classified as a large accelerated filer according to the filing's check-box disclosures.

What Was Disclosed

Roku, LLC filed nine simultaneous post-effective S-8 amendments on November 6, 2026, to deregister all remaining unsold shares under Roku's historic equity plans following the completion of Fox Corporation's acquisition of Roku through a two-step merger.