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Roku director Fyfield disposes of 5,389 merger shares

In-the-money options converted into merger consideration net of exercise prices; an out-of-the-money option was canceled without consideration.

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Form Type
4

Rhea-AI Filing Summary

Roku, Inc. director Mai Fyfield reported a disposition of 5,389 shares of Class A common stock in the completed November 6, 2026 merger with Fox Corporation. Each share was converted into a right to receive 0.9799 shares of FOX Class A common stock and $95.30 in cash, with cash in lieu of fractional shares and without interest. Her reported direct Class A common-stock holding after the transaction was 0 shares. Vested, in-the-money options were canceled and converted into merger consideration reduced by their per-share exercise prices. A 954-share out-of-the-money option was canceled for no consideration. A restricted stock unit covering 1,027 shares vested immediately before the Effective Time and was canceled for the right to receive merger consideration.

Insider Fyfield Mai
Role Director
Type Security Shares Price Value
Disposition Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Stock Option (right to buy) F3, F4, F2 -- -- --
Disposition Stock Option (right to buy) F3, F4, F5 -- -- --
Disposition Stock Option (right to buy) F6, F2 -- $0.00 --
Disposition Restricted Stock Unit F7, F8 -- -- --
Disposition Class A Common Stock F1 5,389 -- --
Holdings After Transaction: 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, 5,389 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 Roku, Inc. Non-Employee Director Compensation Policy, this option became fully vested immediately prior to the Effective Time.
  6. F6. 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.
  7. F7. Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company.
  8. F8. Pursuant to the Roku, Inc. Non-Employee Director Compensation Policy, this restricted stock unit became fully vested immediately prior to the Effective Time, and pursuant to the terms of the Merger Agreement was cancelled and converted into the right to receive, without interest and subject to deduction for any required withholding, the Merger Consideration in respect of each share of Company Common Stock that was subject to such restricted stock unit.
Class A common shares disposed 5,389 shares Merger transaction on November 6, 2026
FOX Class A shares per Roku share 0.9799 shares Merger consideration
Cash per Roku share $95.30 Merger consideration, without interest
Shares subject to restricted stock unit 1,027 shares Vested and converted into a right to receive merger consideration
Shares subject to out-of-the-money option 954 shares Option canceled for no consideration
Direct Class A common shares after transaction 0 shares Reported post-transaction holding
Option exercise prices $69.10, $57.97, $92.37, $80.48, $113.80, $119.64, and $347.81 per share The $347.81 option was out of the money and canceled for no consideration; the other reported options were vested and in the money
Merger Consideration financial
"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 Company Option Consideration financial
"the "Vested Company Option Consideration""
In-the-Money Company Option financial
"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"
Effective Time financial
"immediately prior to the Effective Time"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

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What did ROKU director Mai Fyfield receive for her shares in the Fox merger?

Each of Mai Fyfield's 5,389 shares was converted into a right to receive 0.9799 shares of FOX Class A common stock and $95.30 in cash, with cash in lieu of fractional shares and without interest. The transaction occurred on November 6, 2026.

What happened to Mai Fyfield's ROKU options and restricted stock unit?

Vested, in-the-money options were canceled and converted into merger consideration reduced by their per-share exercise prices. The option covering 954 shares was out of the money and canceled for no consideration. A restricted stock unit covering 1,027 shares vested immediately before the Effective Time and was canceled for the right to receive merger consideration.

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*
Fyfield Mai

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock11/06/2026D5,389(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
Stock Option (right to buy)$69.111/06/2026D$3,895 (2)06/07/2033Class A Common Stock3,895(3)(4)0D
Stock Option (right to buy)$57.9711/06/2026D$3,652 (2)06/05/2034Class A Common Stock3,652(3)(4)0D
Stock Option (right to buy)$92.3711/06/2026D$3,423 (2)06/08/2032Class A Common Stock3,423(3)(4)0D
Stock Option (right to buy)$80.4811/06/2026D$3,140 (2)06/10/2035Class A Common Stock3,140(3)(4)0D
Stock Option (right to buy)$113.811/06/2026D$2,535 (2)06/09/2030Class A Common Stock2,535(3)(4)0D
Stock Option (right to buy)$119.6411/06/2026D$1,745 (5)06/10/2036Class A Common Stock1,745(3)(4)0D
Stock Option (right to buy)$347.8111/06/2026D$954 (2)06/09/2031Class A Common Stock954$0(6)0D
Restricted Stock Unit(7)11/06/2026D$1,027 (8) (8)Class A Common Stock1,027(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 Roku, Inc. Non-Employee Director Compensation Policy, this option became fully vested immediately prior to the Effective Time.
6. 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.
7. Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company.
8. Pursuant to the Roku, Inc. Non-Employee Director Compensation Policy, this restricted stock unit became fully vested immediately prior to the Effective Time, and pursuant to the terms of the Merger Agreement was cancelled and converted into the right to receive, without interest and subject to deduction for any required withholding, the Merger Consideration in respect of each share of Company Common Stock that was subject to such restricted stock unit.
/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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