Roku VP Matthew C. Banks disposes of 7,016 shares
Unvested ROKU restricted stock units were cancelled and converted into cash and equity awards, with Fox choosing how the cash awards are paid.
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Form Type
4
Rhea-AI Filing Summary
ROKU, Inc. VP, CAO Matthew C. Banks reported merger-related dispositions on November 6, 2026, when ROKU and Fox Corporation completed their merger. His 7,016 Class A shares were converted into the right to receive 0.9799 Fox Class A shares and $95.30 cash per ROKU share, plus cash in lieu of fractional shares, without interest.
Banks’ fully vested options covering 4,750 shares, with a $74.15 per-share exercise price, were cancelled and converted into merger consideration less the exercise price, paid in the same proportion of Fox shares and cash. His reported remaining ROKU shares and options were each zero. Unvested RSU amounts of 6,303, 5,800, 4,808 and 1,249 shares were cancelled and converted into cash and equity awards. Fox may pay the cash awards in cash, Fox Class A shares, or a combination.
Insider Trade Summary
Disposition: 29,926 shares
Disposition
6 txns
Insider
Banks Matthew C.
Role
VP, CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) F3, F4, F2 | 4,750 | -- | -- |
| Disposition | Restricted Stock Unit F5, F6, F7 | 6,303 | -- | -- |
| Disposition | Restricted Stock Unit F5, F6, F7 | 5,800 | -- | -- |
| Disposition | Restricted Stock Unit F5, F6, F7 | 4,808 | -- | -- |
| Disposition | Restricted Stock Unit F5, F6, F7 | 1,249 | -- | -- |
| Disposition | Class A Common Stock F1 | 7,016 | -- | -- |
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:
Employee Stock Option (right to buy), 4,750 to 0 options (Direct);
Restricted Stock Unit, 18,160 to 0 units (Direct);
Class A Common Stock, 7,016 to 0 shares (Direct)
Footnotes (7)
- 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").
- F2. This option is fully vested.
- 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").
- 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.
- F5. Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company.
- F6. 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.
- F7. 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.
Key Figures
ROKU Class A shares disposed: 7,016 shares
Cash merger consideration: $95.30 per ROKU share
Fox Class A exchange ratio: 0.9799 shares per ROKU share
+5 more
8 metrics
ROKU Class A shares disposed
7,016 shares
Merger transaction on November 6, 2026
Cash merger consideration
$95.30 per ROKU share
Merger consideration for each share
Fox Class A exchange ratio
0.9799 shares per ROKU share
Merger consideration
Vested options cancelled
4,750 options
Options to purchase ROKU shares
Option exercise price
$74.15 per share
Vested options cancelled in the merger
ROKU shares after transaction
0 shares
Reported position following the transaction
Options after transaction
0 options
Reported position following the transaction
Unvested RSU amounts
6,303; 5,800; 4,808; and 1,249 shares
Four separately reported RSU transactions
Key Terms
Merger Consideration, Vested Company Option Consideration, Converted RSU Cash Award, Converted RSU Equity Award, +1 more
5 terms
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""
Converted RSU Cash Award financial
"Each "Converted RSU Cash Award" provides the holder with the right to receive"
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.
What happened to Matthew C. Banks’ ROKU options and RSUs?
His fully vested options covering 4,750 shares were cancelled and converted into merger consideration reduced by the $74.15-per-share exercise price. Unvested RSUs were converted into cash and equity awards. Each equity award provides Fox Class A shares based on the RSU shares multiplied by the exchange ratio, rounded to the nearest whole share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
