Roku, LLC, as successor by merger to Roku, Inc., filed nine post-effective amendments on November 6, 2026, to deregister all unsold shares of Common Stock previously registered under nine Form S-8 registration statements covering employee equity and benefit plans.

Key Highlights

  • Nine registration statements terminated: Post-effective amendments were filed to remove all remaining unsold shares from nine S-8 registration statements numbered 333-220701 through 333-284965, spanning filings from September 2017 to February 2025.
  • Fox Corporation acquisition completed: According to the filing, FOX acquired Roku on November 6, 2026, through a two-step merger under an Agreement and Plan of Merger dated June 14, 2026.
  • Successor entity named: Following the mergers, Roku, Inc. became Roku, LLC, a wholly-owned subsidiary of Fox Corporation, with the registrant address now listed as c/o Fox Corporation, 1211 Avenue of the Americas, New York, NY 10036.
  • Plans covered: The deregistered shares were registered under the Roku, Inc. 2008 Equity Incentive Plan, the Roku, Inc. 2017 Employee Stock Purchase Plan, the Roku, Inc. 2017 Equity Incentive Plan, and the Roku, Inc. Amended and Restated 2017 Equity Incentive Plan.
  • Largest single registration: Registration No. 333-220701, filed September 28, 2017, had covered 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.

How the Fox-Roku Merger Triggered Deregistration of Employee Plan Shares

According to the filing, Fox Corporation completed its acquisition of Roku through a two-step integrated transaction on November 6, 2026. In the first step, Merger Sub 1, Inc. merged with and into Roku, Inc., leaving Roku as the surviving corporation and a wholly-owned subsidiary of FOX. Immediately thereafter, Roku merged with and into Merger Sub 2, LLC, with that entity continuing as the surviving company and being renamed Roku, LLC. The filing identifies Adam G. Ciongoli, Chief Legal and Policy Officer, as the agent for service, and Nicholas Trutanich, Executive Vice President and Assistant Secretary, as the signing officer for Roku, LLC.

The filing states that "in connection with the completion of the Mergers and other related transactions contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Registration Statements have been terminated." As a result, Roku, LLC filed Post-Effective Amendment No. 1 to each of the nine registration statements to honor prior undertakings to remove any securities registered but unsold at the time offerings concluded. The combined registrations had covered shares issued under four named equity plans administered over a period beginning in 2008, reflecting Roku's history as a streaming platform company before its acquisition. Each annual S-8 filing from 2018 through 2025 had registered between approximately 6.4 million and 7.3 million shares of Class A Common Stock for use in employee compensation programs.

The registrant is classified in the filing as a large accelerated filer. The filing was signed in the City of New York, State of New York, on November 6, 2026, the same date the mergers were completed. The filing notes that pursuant to Rule 478 under the Securities Act of 1933, no additional signatories were required beyond the named officer.

What Was Disclosed

Roku, LLC filed post-effective amendments on November 6, 2026, to deregister all unsold shares under nine S-8 registration statements, following the completion of Fox Corporation's acquisition of Roku, Inc. through a two-step merger that converted Roku into a wholly-owned Fox subsidiary renamed Roku, LLC.