Fox (FOXA) Completes Its Roku Purchase, Turning Roku (ROKU) Stock Into Cash and Shares

By Stock Titan Editorial Team Published November 6, 2026, 09:40 AM EST · Updated November 6, 2026, 09:59 AM EST

Show the data

What the drawing shows	Per Roku share
Cash, a fixed amount	$95.30
Fox Class A shares, value moves with Fox's price	0.9799
Fox Class A trade, 9:42 a.m. ET, Nov. 6, 2026	$65.72
Together, at that Fox price	About $159.70

What Roku stock holders get from Fox

Fox announced the closing at 9:10 a.m. Eastern time in its completion release. The terms apply to each Roku share held right before the deal closed. The number of Fox shares per Roku share was set in the deal, so it does not follow the market.

Fox Class A traded at $65.72 at 9:42 a.m., 2.9% below its official close on November 5, according to StockTitan real-time Nasdaq data. At that price, the whole package was worth about $159.70.

Roku shares still traded after the market opened, though Fox said they cease trading on Nasdaq as of today. In the same data, Roku's trade at 9:42 a.m. was $159.63, close to the package's value that minute.

Fox put the deal at $160.00 a share when it announced it on June 15, 2026, and at about $22 billion including Roku's debt and cash.

Former Roku holders now own about 26% of Fox and Fox's earlier holders about 74%, according to the closing release.

When the Fox Roku deal closed, and the Justice Department review

Fox and Roku signed the deal on June 14, 2026, and announced it the next day. On September 8, the U.S. Justice Department asked both companies for more information, Fox said in a filing the next day. That step extends the waiting period before a deal can close.

Shareholders approved it on October 14. Fox's Class B holders backed the share issue with 99.9% of the votes cast, and holders of 81.5% of Roku's voting power approved the merger.

Roku still described the Justice Department review as open in its quarterly report filed on November 2. Four days later the deal closed. Fox's release does not say how the review ended, or whether the companies agreed to any conditions.

Why the Fox Roku deal terms changed

Fox's release gives the new figures without a reason. The answer sits in the joint proxy statement the two companies filed for their shareholder votes on September 1, 2026. It says the number of Fox shares does not change with share prices. It can change in one case only, when holders use their appraisal rights, the right under Delaware law to skip the deal and have a court set their shares' value.

The rule works like this. If holders of about 1% or more of Roku's shares demand appraisal, the stock part goes up and the cash part goes down. The shift stops once stock is 40% of the total paid for all Roku shares, counting the shares seeking appraisal as if they had taken the deal. The filing says the rule is there so the deal can count as a "reorganization" under the U.S. tax code, which needs enough of the price paid in shares.

For this test, the agreement values each Fox share at $66.03. That is Fox's average share price over the 10 trading days to June 10, 2026, weighted by how many shares traded each day.

At that price, the June mix was $96.00 of cash and $64.00 of stock, so stock was exactly 40% of the total.

The closing mix also adds up to $160.00 at $66.03: $95.30 of cash and $64.70 of stock. So the headline value per share did not move. Only the split between cash and stock did, which is what the appraisal rule does.

Working that rule backward, the closing figures fit the case where holders of about 1.1% of Roku's shares sought appraisal. That is about 1.6 million of the 149.1 million shares Roku reported on October 26, 2026. Neither Fox nor Roku has published that count.

Shares that pursue appraisal are left out of the cash and stock payment while that claim stays active. Under Section 262 of Delaware's corporation law, a court can then set a "fair value" for them, which can come out higher or lower than the deal price. A holder who withdraws the demand gets the deal's payment instead, the proxy says.

What happens to Roku stock in a brokerage account

The proxy says the switch happens automatically when the merger takes effect. There is no form to pick cash or stock, because every holder gets the same mix for each share. People who hold Roku through a broker or bank get instructions from that firm. People whose shares are registered in their own name get a letter from the exchange agent, the firm Fox appointed to hand out the payment. The letter gives the steps to collect the cash and shares.

Fox does not issue part of a share. The exchange agent adds up every holder's fractions, sells them on Nasdaq and pays each holder cash for their piece.

The new shares are Fox Class A stock, ticker FOXA. Fox also has Class B shares (ticker FOX), and only those vote for directors. Under Fox's charter, Class A holders cannot vote for directors. They vote only on a few events, such as a sale of nearly the whole company or its dissolution. They also vote on a merger that would leave Fox's existing holders with less than 60% of the resulting company's shares or voting power.

That is a change for Roku holders. Roku's Class A shares had one vote each and its Class B shares ten. Founder Anthony Wood controlled most of the votes while owning 11.3% of the shares, according to Roku's quarterly report for the period to September 30, 2026.

Dividends change too. Roku has never paid a cash dividend, the same quarterly report says. Fox paid $0.29 a share on its Class A and Class B stock on September 23, 2026. In its own quarterly report, Fox says it expects to keep paying a dividend twice a year, with each one up to its board.

Roku stock grants that employees had not yet earned follow their own rules in the merger agreement. Each becomes two Fox awards, one in Fox shares and one in cash or shares as Fox chooses, and both keep the original timetable.

How the Roku buyout is taxed

The proxy gives the rule this way. A U.S. holder's taxed gain is the smaller of two amounts. One is the cash plus the value of the Fox shares received, minus the holder's adjusted tax basis in the Roku shares, which is the shares' cost for tax purposes. The other is the cash received. A loss is not recognized.

The tax basis of the new Fox shares carries over from the Roku shares, lowered by the cash and raised by the taxed gain. The time spent owning the Roku shares also counts when a later sale of the Fox shares is tested for the lower long-term capital gains rate.

Roku's lawyers, Goodwin Procter, gave an opinion that the deal will qualify. The companies did not ask the IRS for a ruling, and qualifying was not a condition for closing. Cash for a fraction of a share is taxed as a sale. Brokers can hold back 24% of cash payments as backup withholding when a holder's tax number is missing, and that amount counts toward the tax due.

Who owns Roku now, and what changes for Roku TV users

The closing release says Roku's platform will keep serving more than 100 million households worldwide "with access to thousands of apps and channels across the streaming TV ecosystem." Lachlan Murdoch, Fox's executive chair and chief executive, said the top priority is "reinforcing the openness and choice that is the essence of the Roku platform."

Roku sits in a new unit, FOX Digital Platforms, next to Fox's streaming service Tubi, its FOX One service and Red Seat Ventures. That puts Tubi and The Roku Channel under one owner. Paul Cheesbrough runs the unit as co-chair and chief executive, and Anthony Wood, who founded Roku more than two decades ago, is co-chair and joins Fox's board.

Wood said Roku's mission stays the same and that "what does change is our reach and resources," since Roku's teams now work "with the support and capabilities of FOX behind us." He added that Fox "wholly shares our commitment to staying open to every content partner."

Fox gave its reason for the deal in the same release: pairing its live sports, news and local shows with Roku's TV platform "creates new opportunities" to serve viewers, advertisers and partners.

Roku makes streaming players and its own TVs, and licenses its software to other TV brands sold in more than 15 countries, according to the June release.

How Fox pays for Roku

Show the data

Category	Value
Fox alone, June 30, 2026	$6.6B
Fox with Roku, filing estimate	$16.4B

The cash part is large. Fox's proxy estimated about $14.7 billion of cash for Roku's shares and the stock grants employees had already earned, at the June terms, using the count of August 27, 2026. Fox said in June it would pay with "a combination of new debt and cash on hand."

To make sure the money was there, Morgan Stanley Senior Funding committed a $12.0 billion bridge loan, a short-term loan meant to be replaced by longer debt, the proxy says. It adds that on June 30, 2026, Fox signed a $1.0 billion two-year term loan, which cut the bridge to $11.0 billion. The closing release says Morgan Stanley Senior Funding "led the debt financing" and gives no final amounts.

Fox's actual borrowings at closing will appear in its next filings. The proxy says Roku had no borrowings under its credit line on June 30, 2026, and that the line is to be ended and paid off.

Fox also issues new shares. The proxy estimated about 144 million new Fox Class A shares for Roku's holders, based on Roku's share count in August.

Against that debt, Fox expects cost savings of about $400 million a year, which it now says it will reach within two years of closing. It also expects the deal to lift free cash flow per share by the second full year after closing. That is the cash left after costs and investment, divided by the number of shares.

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