What will Roku stockholders receive?

Each Roku Class A and Class B share will convert into $96.00 in cash and 0.9693 shares of Fox Class A common stock, without interest. Cash will be paid in lieu of fractional shares. The press release values the total consideration at $160.00 per Roku share.

What approvals are needed to complete the deal?

Closing requires adoption of the agreement by a majority of Roku's Class A and Class B shares voting together, expiration or early termination of the HSR waiting period, approval under certain other antitrust and foreign investment regimes, no prohibiting order or law, effectiveness of the Form S-4 registration statement, and approval of the Fox share issuance by a majority of votes cast by Fox Class B holders.

What happens if the deal fails?

The agreement can be terminated by either party if the Mergers are not completed by June 14, 2027, extendable to December 14, 2027 and March 14, 2028 in certain circumstances. Termination fees of $866,084,000 apply in specified cases, and Fox would pay $1,237,262,000 in certain regulatory or antitrust scenarios. If Fox stockholder approval is not obtained, Fox would reimburse Roku's third-party fees and expenses up to $70,000,000.

How will the combined company be governed and led?

Roku may designate one additional member of Fox's Board, who must be reasonably acceptable to Fox, and that person will join the Fox Board at the Effective Time. The press release states that Anthony Wood, Roku's Founder, Chairman and CEO, will have an ongoing role at the combined company and will join the Fox Board after closing.

What happens to Roku's equity awards?

Vested Roku RSUs and in-the-money vested options will be cashed out at the Merger Consideration (less the exercise price for options). Unvested RSUs and options will convert into a cash award, paid on the original vesting schedule, and an equity award denominated in Fox Class A shares. Converted option equity awards carry an exercise price adjusted under the agreement's formula.

ROKU 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed June 15, 2026. Cited figures are marked; the original filing is the authoritative source.

Roku, Inc. entered into an Agreement and Plan of Merger on June 14, 2026, with Fox Corporation (Parent) and two Fox merger subsidiaries.

Under the agreement, Roku becomes a wholly owned subsidiary of Fox through a two-step merger. Each Roku Class A and Class B share will convert into $96.00^a in cash plus 0.9693 shares of Fox Class A common stock, which the press release values at $160.00 per Roku share. The press release states the deal values Roku at approximately $22 billion in enterprise value.

Roku stockholders are expected to own approximately 27%^b of the combined company, and Fox stockholders approximately 73%. The Roku Board has unanimously approved the agreement and recommended that stockholders adopt it. Closing is subject to Roku stockholder adoption, the expiration or early termination of the HSR waiting period and other antitrust and foreign investment approvals, an effective Form S-4 registration statement, and approval of the Fox share issuance by Fox Class B holders.

The agreement can be terminated if the Mergers are not completed by June 14, 2027, extendable to December 14, 2027 and then March 14, 2028 under certain circumstances. Termination fees are $866,084,000^c payable by either party in certain cases and $1,237,262,000 payable by Fox in certain regulatory or antitrust scenarios. Fox would also reimburse Roku's third-party expenses up to $70,000,000 if Fox stockholder approval is not obtained.

Stockholders holding approximately 55%^d of Roku's voting power and Fox holders of approximately 38.7% of Fox's voting power have signed voting and support agreements. The press release says the transaction is expected to close in the first half of calendar year 2027.

Fox's press release says it has obtained $12.0 billion of fully committed bridge financing for the cash portion, expects pro forma net leverage of approximately 2.8x at closing (including 50% credit for run-rate cost synergies), and expects approximately $400 million of run-rate cost synergies. Anthony Wood, Roku's founder and CEO, will continue with the combined company and join the Fox Board after closing.

02—Key points

Key Highlights

Per-share consideration: $96.00 in cash plus 0.9693 Fox Class A shares for each Roku share, valued at $160.00 per share in the press release, with the stock portion valued at $64.00 based on a $66.03 Fox reference price.
Press release values Roku at approximately $22 billion in enterprise value; Roku holders would own approximately 27% of the combined company.
Financing: $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc.; pro forma net leverage expected at approximately 2.8x at closing.
Expected synergies: approximately $400 million of run-rate cost synergies, with the press release citing additional revenue upside and free cash flow per share accretion by the second full year after closing.
Termination fees: $866,084,000 payable by either party in specified cases; $1,237,262,000 payable by Fox in specified regulatory or antitrust scenarios; up to $70,000,000 in expense reimbursement if Fox stockholder approval fails.
Support is locked up: Sellside voting support agreement holders control approximately 55% of Roku's voting power, and Buyside holders approximately 38.7% of Fox's voting power.
Timing: outside date of June 14, 2027, extendable to December 14, 2027 and March 14, 2028; the press release expects closing in the first half of calendar 2027.

03—Questions

Frequently Asked Questions

What will Roku stockholders receive?
Each Roku Class A and Class B share will convert into $96.00 in cash and 0.9693 shares of Fox Class A common stock, without interest. Cash will be paid in lieu of fractional shares. The press release values the total consideration at $160.00 per Roku share.
What approvals are needed to complete the deal?
Closing requires adoption of the agreement by a majority of Roku's Class A and Class B shares voting together, expiration or early termination of the HSR waiting period, approval under certain other antitrust and foreign investment regimes, no prohibiting order or law, effectiveness of the Form S-4 registration statement, and approval of the Fox share issuance by a majority of votes cast by Fox Class B holders.
What happens if the deal fails?
The agreement can be terminated by either party if the Mergers are not completed by June 14, 2027, extendable to December 14, 2027 and March 14, 2028 in certain circumstances. Termination fees of $866,084,000 apply in specified cases, and Fox would pay $1,237,262,000 in certain regulatory or antitrust scenarios. If Fox stockholder approval is not obtained, Fox would reimburse Roku's third-party fees and expenses up to $70,000,000.
How will the combined company be governed and led?
Roku may designate one additional member of Fox's Board, who must be reasonably acceptable to Fox, and that person will join the Fox Board at the Effective Time. The press release states that Anthony Wood, Roku's Founder, Chairman and CEO, will have an ongoing role at the combined company and will join the Fox Board after closing.
What happens to Roku's equity awards?
Vested Roku RSUs and in-the-money vested options will be cashed out at the Merger Consideration (less the exercise price for options). Unvested RSUs and options will convert into a cash award, paid on the original vesting schedule, and an equity award denominated in Fox Class A shares. Converted option equity awards carry an exercise price adjusted under the agreement's formula.

04—Continue

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