Introductory Note
This Current Report on Form 8-K is being filed by Roku, Inc. (“Roku” or the “Company”) in connection with the completion on November 6, 2026 (the “Closing Date”), of the previously announced acquisition of Roku by Fox Corporation (“FOX”), pursuant to the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of June 14, 2026, by and among Roku, FOX, Falcon Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of FOX (“Merger Sub 1”), and Falcon Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of FOX (“Merger Sub 2”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub 1 was merged with and into Roku (the “First Merger”), with Roku being the surviving corporation in the First Merger (the “Surviving Corporation”) and becoming a wholly owned subsidiary of FOX, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation was merged with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity in the Second Merger and as a wholly owned subsidiary of FOX (the “Surviving Company”) and being renamed “Roku, LLC”.
The summary of the transactions contemplated by the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Roku with the Securities and Exchange Commission (the “SEC”) on June 15, 2026, and is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers, on the Closing Date, Roku terminated the Credit Agreement, dated as of September 16, 2024, among Roku, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time prior to the Closing Date, the “Existing Roku Credit Agreement”). In connection with the termination of the Existing Roku Credit Agreement, all obligations, fees and other amounts (other than obligations not then due and payable or that by their terms survive the termination thereof) outstanding thereunder were paid in full and discharged, all commitments to extend credit thereunder were terminated and all liens and guaranties granted in connection therewith were released. There were no borrowings outstanding under the Existing Roku Credit Agreement at the time of the termination.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and Items 1.02, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Common Stock” and each share of Class B common stock, par value $0.0001 per share, of the Company (the “Company Class B Common Stock”) and, together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than, (i) shares of Company Common Stock that were held immediately prior to the Effective Time (a) directly or indirectly, by any wholly-owned subsidiary of Roku, (b) by Roku (or in Roku’s treasury), or (c) directly or indirectly, by FOX, Merger Sub 1, Merger Sub 2 or any other wholly-owned subsidiary of FOX or (ii) shares of Company Common Stock held by holders who properly demanded appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and otherwise complied with Section 262 of the DGCL (such shares, “Dissenting Shares”)) was converted into the right to receive (i) 0.9799 (the “Exchange Ratio”) of a share of Class A common stock, par value $0.01 per share, of FOX (the “FOX Class A Common Stock”), together with cash in lieu of fractional shares of FOX Class A Common Stock in accordance with the Merger Agreement, without interest, and (ii) $95.30 in cash, without interest (the “Per Share Cash Amount”), after giving effect to the adjustment to the Exchange Ratio and Per Share Cash Amount in the Merger Agreement to account for Dissenting Shares (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”), subject to applicable withholding taxes. No fractional shares of FOX Class A Common Stock are being issued in the Mergers and Roku stockholders are entitled to receive cash in lieu of any fractional shares, as specified in the Merger Agreement.
