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Roku's Mustafa Ozgen disposes of 25,569 shares

The executive's common shares converted into a mix of Fox Class A stock and cash, while options and restricted stock units received separate merger treatment.

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Form Type
4

Rhea-AI Filing Summary

Roku, Inc. president of devices, products and technology Mustafa Ozgen reported disposition of 25,569 Class A Common Stock shares on November 6, 2026, as Roku and Fox Corporation completed the merger transactions. Each share converted into a right to receive 0.9799 FOX Class A Common Stock shares and $95.30 in cash, with cash in lieu of fractional shares and no interest; his reported direct share balance afterward was zero.

A fully vested option covering 57,589 shares, with a $145.71 per-share exercise price, was canceled and converted into the right to receive merger consideration reduced by the exercise price. An out-of-the-money option covering 28,965 shares was canceled for no consideration. Three restricted stock unit records covering 27,159, 35,604 and 32,765 shares were canceled and converted into cash and equity awards; Fox may pay the cash awards in cash, FOX Class A stock or a combination.

Insider Ozgen Mustafa
Role Pres, Devices, Prod, and Tech
Type Security Shares Price Value
Disposition Employee Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Employee Stock Option (right to buy) F5, F2 -- $0.00 --
Disposition Restricted Stock Unit F6, F7, F8 -- -- --
Disposition Restricted Stock Unit F6, F7, F8 -- -- --
Disposition Restricted Stock Unit F6, F7, F8 -- -- --
Disposition Class A Common Stock F1 25,569 -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 0 options (Direct); Restricted Stock Unit — 0 units (Direct); Class A Common Stock — 0 shares (Direct)
Holdings Before and After: Class A Common Stock, 25,569 to 0 shares (Direct)
Footnotes (8)
  1. F1. On November 6, 2026, Roku, Inc. ("Roku" or the "Company") and Fox Corporation ("FOX") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2026, by and among Roku, Fox, Falcon Merger Sub 1, Inc. ("Merger Sub 1") and Falcon Merger Sub 2, LLC ("Merger Sub 2") (the "Mergers"). Pursuant to the terms of the Merger Agreement, each share of Class A Common Stock and Class B Common Stock (if any) of Roku (together, "Company Common Stock") held by the Reporting Person that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive (A) 0.9799 shares of FOX Class A Common Stock (together with cash in lieu of fractional shares), without interest, and (B) $95.30 in cash, without interest (together, the "Merger Consideration").
  2. F2. This option is fully vested.
  3. F3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Company Common Stock ("Company Option") that was an In-the-Money Company Option (as defined in the Merger Agreement) and that was vested, outstanding and unexercised immediately prior to the Effective Time (each, a "Vested In-the-Money Company Option") was cancelled and automatically converted into the right to receive, without interest and subject to deduction for any required withholding, for each share of Company Common Stock subject to such Vested In-the-Money Company Option immediately prior to the Effective Time, the Merger Consideration reduced by the applicable per share exercise price for such Vested In-the-Money Company Option, which was paid in the same proportion of FOX Class A Common Stock and cash as the Merger Consideration (the "Vested Company Option Consideration").
  4. F4. The value of Merger Consideration for purposes of determining the Vested Company Option Consideration was determined based on the closing trading price of FOX Class A Common Stock on November 5, 2026.
  5. F5. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company Option that was an Out-of-the-Money Company Option (as defined in the Merger Agreement) and that was outstanding and unexercised immediately prior to the Effective Time was cancelled as of the Effective Time for no consideration.
  6. F6. Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company.
  7. F7. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each unvested restricted stock unit of the Company outstanding immediately prior to the Effective Time (each, an "Unvested Company RSU") was cancelled and converted into the right to receive (i) a Converted RSU Cash Award and (ii) a Converted RSU Equity Award. Each "Converted RSU Cash Award" provides the holder with the right to receive a payment in respect of each share of Company Common Stock that was subject to the applicable Unvested Company RSU immediately prior to the Effective Time equal to the Per Share Cash Amount.
  8. F8. Payment of the Converted RSU Cash Award may be made in the form of cash or FOX Class A Common Stock, or a combination thereof, as determined by FOX in its sole discretion, with the value of the FOX Class A Common Stock determined based on the closing trading price of FOX Class A Common Stock on the last trading day immediately prior to the date on which the Converted RSU Cash Award is paid, and are subject to any required withholding. Each "Converted RSU Equity Award" is an award of restricted stock units that provides the holder with the right to receive a number of shares of FOX Class A Common Stock equal to the product of (rounded to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
Class A shares disposed 25,569 shares November 6, 2026
FOX Class A shares per ROKU share 0.9799 shares Merger consideration
Cash per ROKU share $95.30 Merger consideration
Vested in-the-money option underlying shares 57,589 shares Option canceled and converted under the merger terms
Option exercise price $145.71 per share Vested in-the-money option
Out-of-the-money option underlying shares 28,965 shares Option canceled for no consideration
Restricted stock unit underlying shares 27,159, 35,604 and 32,765 shares Three reported RSU dispositions
Class A shares following transaction 0 shares Reported direct holdings after the transaction
Merger Consideration financial
"together, the "Merger Consideration""
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Vested In-the-Money Company Option financial
"each, a "Vested In-the-Money Company Option""
Out-of-the-Money Company Option financial
"each Company Option that was an Out-of-the-Money Company Option"
Converted RSU Cash Award financial
"Each "Converted RSU Cash Award" provides the holder with the right to receive a payment"
Converted RSU Equity Award financial
"Each "Converted RSU Equity Award" is an award of restricted stock units"
Exchange Ratio financial
"multiplied by (ii) the Exchange Ratio"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ROKU shares did Mustafa Ozgen dispose of, and what did he receive?

Each of Mustafa Ozgen’s 25,569 Class A shares converted into the right to receive 0.9799 FOX Class A shares and $95.30 in cash per share, with cash in lieu of fractional shares and no interest.

What happened to Mustafa Ozgen’s ROKU options and RSUs in the merger?

The 57,589-share vested in-the-money option was canceled and converted into the right to receive merger consideration reduced by its $145.71 per-share exercise price; the 28,965-share out-of-the-money option was canceled for no consideration. Three RSU records covering 27,159, 35,604 and 32,765 shares were converted into cash and equity awards. Fox may pay the cash awards in cash, FOX stock or a combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ozgen Mustafa

(Last)(First)(Middle)
C/O ROKU, INC.
1173 COLEMAN AVE.

(Street)
SAN JOSE CALIFORNIA 95110

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres, Devices, Prod, and Tech
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock11/06/2026D25,569(1)D(1)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$145.7111/06/2026D$57,589 (2)08/16/2030Class A Common Stock57,589(3)(4)0D
Employee Stock Option (right to buy)$356.5811/06/2026D$28,965 (2)08/15/2031Class A Common Stock28,965$0(5)0D
Restricted Stock Unit(6)11/06/2026D$27,159 (7)(8) (7)(8)Class A Common Stock27,159(7)(8)0D
Restricted Stock Unit(6)11/06/2026D$35,604 (7)(8) (7)(8)Class A Common Stock35,604(7)(8)0D
Restricted Stock Unit(6)11/06/2026D$32,765 (7)(8) (7)(8)Class A Common Stock32,765(7)(8)0D
Explanation of Responses:
1. On November 6, 2026, Roku, Inc. ("Roku" or the "Company") and Fox Corporation ("FOX") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2026, by and among Roku, Fox, Falcon Merger Sub 1, Inc. ("Merger Sub 1") and Falcon Merger Sub 2, LLC ("Merger Sub 2") (the "Mergers"). Pursuant to the terms of the Merger Agreement, each share of Class A Common Stock and Class B Common Stock (if any) of Roku (together, "Company Common Stock") held by the Reporting Person that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive (A) 0.9799 shares of FOX Class A Common Stock (together with cash in lieu of fractional shares), without interest, and (B) $95.30 in cash, without interest (together, the "Merger Consideration").
2. This option is fully vested.
3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Company Common Stock ("Company Option") that was an In-the-Money Company Option (as defined in the Merger Agreement) and that was vested, outstanding and unexercised immediately prior to the Effective Time (each, a "Vested In-the-Money Company Option") was cancelled and automatically converted into the right to receive, without interest and subject to deduction for any required withholding, for each share of Company Common Stock subject to such Vested In-the-Money Company Option immediately prior to the Effective Time, the Merger Consideration reduced by the applicable per share exercise price for such Vested In-the-Money Company Option, which was paid in the same proportion of FOX Class A Common Stock and cash as the Merger Consideration (the "Vested Company Option Consideration").
4. The value of Merger Consideration for purposes of determining the Vested Company Option Consideration was determined based on the closing trading price of FOX Class A Common Stock on November 5, 2026.
5. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company Option that was an Out-of-the-Money Company Option (as defined in the Merger Agreement) and that was outstanding and unexercised immediately prior to the Effective Time was cancelled as of the Effective Time for no consideration.
6. Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company.
7. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each unvested restricted stock unit of the Company outstanding immediately prior to the Effective Time (each, an "Unvested Company RSU") was cancelled and converted into the right to receive (i) a Converted RSU Cash Award and (ii) a Converted RSU Equity Award. Each "Converted RSU Cash Award" provides the holder with the right to receive a payment in respect of each share of Company Common Stock that was subject to the applicable Unvested Company RSU immediately prior to the Effective Time equal to the Per Share Cash Amount.
8. Payment of the Converted RSU Cash Award may be made in the form of cash or FOX Class A Common Stock, or a combination thereof, as determined by FOX in its sole discretion, with the value of the FOX Class A Common Stock determined based on the closing trading price of FOX Class A Common Stock on the last trading day immediately prior to the date on which the Converted RSU Cash Award is paid, and are subject to any required withholding. Each "Converted RSU Equity Award" is an award of restricted stock units that provides the holder with the right to receive a number of shares of FOX Class A Common Stock equal to the product of (rounded to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio.
/s/ Renee Strandness, attorney-in-fact11/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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