{"url_path":"/sec/roku/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1428439/0001140361-26-025115-index.html","accession_number":"0001140361-26-025115","cik":"0001428439","ticker":"ROKU","issuer_name":"ROKU, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1428439/0001140361-26-025115-index.html","primary_entity_key":"0001428439","primary_entity_name":"ROKU, INC"},"word_count":3916,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nAgreement and Plan of Merger\n\nOn June 14, 2026, Roku, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Fox Corporation, a Delaware corporation (“Fox” or “Parent”), Falcon Merger Sub 1,\nInc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Falcon Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified\ntherein, (i) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Parent (the “Surviving\n\nCorporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge 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 a wholly owned subsidiary\nof Parent (the “Surviving Company”). Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.\n\nThe Company’s Board of Directors (the “Board”) has unanimously approved the Merger Agreement and resolved to recommend that the\nCompany’s stockholders adopt and approve the Merger Agreement and approve the Mergers and the other transactions contemplated by the Merger Agreement (the “Transactions”).\n\nMerger Consideration\n\nAt the effective time of the First Merger (the “Effective Time”), each share of Class A Common Stock, par value $0.0001 per\nshare, and Class B Common Stock, par value $0.0001 per share, of the Company (together, “Company Common Stock”), outstanding immediately prior to the Effective Time (subject to certain exceptions, including\nshares of the Company Common Stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law\nof the State of Delaware (the “DGCL”)) will be converted into the right to receive (i) 0.9693 (the “Exchange Ratio”) shares of Class A Common Stock, par value $0.01 per\nshare, of Parent (“Parent Class A Common Stock”), without interest, and (ii) $96.00 in cash, without interest (the “Per Share Cash Amount”), subject to applicable\nwithholding taxes (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”). No fractional shares of Parent Class A Common Stock will be issued in the Mergers, and the Company\nstockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement.\n\nIf the Mergers are consummated, the Company’s Class A Common Stock will be delisted from The Nasdaq Global Select Market (“Nasdaq”)\n\nand deregistered under the Securities Exchange Act of 1934, as amended. The Exchange Ratio is expected to result in the Company stockholders owning approximately 27% of the combined company on a pro forma basis following the closing of the\ntransactions contemplated by the Merger Agreement (the “Closing,” and the date on which the Closing occurs, the “Closing Date”).\n\nTreatment of Equity Awards\n\nImmediately prior to the Effective Time, by virtue of the First Merger, each vested unsettled restricted stock unit of the Company (a “Company\n\nRSU”) outstanding immediately prior to the Effective Time (each, a “Vested Company RSU”) shall be cancelled and be automatically converted into the right to receive, without interest and subject to\ndeduction for any required withholding, the Merger Consideration in respect of each share of Company Common Stock that was subject to such Vested Company RSU immediately prior to the Effective Time.\n\nImmediately prior to the Effective Time, by virtue of the First Merger, each Company RSU outstanding immediately prior to the Effective Time that is not a Vested\nCompany RSU (each, an “Unvested Company RSU”) shall be cancelled and converted into the right to receive (i) a Converted RSU Cash Award and (ii) a Converted RSU Equity Award as set forth below:\n\n•\n\nEach Converted RSU Cash Award shall provide 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\nequal to the Per Share Cash Amount (a “Converted RSU Cash Award”). The Converted RSU Cash Award shall be subject to the same vesting schedule that was applicable to such Unvested Company RSU\nimmediately prior to the Effective Time (and any contractual acceleration rights that would have otherwise applied to such Unvested Company RSU shall apply to the Converted RSU Cash Award). Each Converted RSU Cash Award shall be payable by\nParent on the date that such Unvested Company RSU would have become vested pursuant to the vesting schedule in place for such Unvested Company RSUs immediately prior to the Effective Time. Parent shall make all such required payments to\nholders of Converted RSU Cash Awards no later than 30 days following the date on which such Converted RSU Cash Award would have become vested under the original vesting schedule (such date on which the Converted RSU Cash Award is paid, the\n“RSU Payment Date”). Payment of the Converted RSU Cash Award shall be made in the form of cash or Parent Class A Common Stock, or a combination thereof, as determined by Parent in its sole discretion,\nwith the value of the Parent Class A Common Stock determined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the RSU Payment Date.\n\n•\n\nEach Converted RSU Equity Award shall be an award of restricted stock units that shall provide the holder with the right to receive a number of shares of Parent Class A Common Stock equal to the product of (rounded to the nearest whole\nnumber 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 (a “Converted RSU Equity\nAward”).  Each Converted RSU Equity Award shall be subject to the terms and conditions of the Parent Stock Plan provided that the applicable vesting schedule, and any contractual acceleration rights that would have otherwise\napplied to such Unvested Company RSU shall apply to such Converted RSU Equity Award.\n\nImmediately prior to the Effective Time, by virtue of the First Merger, each option to purchase Company Common Stock (“Company Option”)\n\nthat is an In-the-Money Company Option (as defined in the Merger Agreement) and that is vested, outstanding and unexercised immediately prior to the Effective Time (each, a “Vested In-the-Money Company Option”)\n\nshall be cancelled and be 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\nimmediately 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 shall be paid in the same proportion of Parent Class A Common Stock and cash as\nthe Merger Consideration (the “Vested Company Option Consideration”). Any fractional shares resulting from such calculation shall be treated as provided in the Merger Agreement. The value of Merger\nConsideration for purposes of determining the Vested Company Option Consideration shall be determined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the Closing Date.\n\nImmediately prior to the Effective Time, by virtue of the First Merger, each Company Option that is an Out-of-the-Money Company Option and that is outstanding and\nunexercised immediately prior to the Effective Time shall be cancelled as of the Effective Time for no consideration.\n\nImmediately prior to the Effective Time, by virtue of the First Merger, each Company Option that is unvested and outstanding immediately prior to the Effective Time\n(each, an “Unvested Company Option”) shall be cancelled and converted into the right to receive (1) a Converted Option Cash Award and (2) a Converted Option Equity Award as set forth below:\n\n•\n\nEach Converted Option Cash Award shall provide the holder with the right to receive a payment in respect of each share of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time equal to (i)\nthe Per Share Cash Amount minus (ii) the product of (x) the applicable exercise price per share of such Unvested Company Option and (y) 60% (a “Converted Option Cash Award”). The Converted Option Cash\nAward shall be subject to the same vesting schedule that was applicable to such Unvested Company Option immediately prior to the Effective Time (and any contractual acceleration rights that would otherwise have applied to such Unvested\nCompany Option shall continue to apply to the Converted Option Cash Award following the Effective Time). Each Converted Option Cash Award shall be payable by Parent on the date that such Unvested Company Option would have become vested\npursuant to the vesting schedule applicable to such Unvested Company Option immediately prior to the Effective Time. Parent shall make all such required payments to holders of Converted Option Cash Awards no later than 30 days following the\ndate on which such Converted Option Cash Award would have become vested under the original vesting schedule (such date on which the Converted Option Cash Award is paid, the “Option Payment Date”).\nPayment of the Converted Option Cash Award shall be made in the form of cash or Parent Class A Common Stock, or a combination thereof, as determined by Parent in its sole discretion, with the value of the Parent Class A Common Stock\ndetermined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the Option Payment Date.  To the extent any Converted Option Cash Award is settled in Parent Class A Common Stock,\nParent shall satisfy any required withholding under applicable tax law through either net share withholding or Parent shall permit the holder to elect a sale-to-cover transaction pursuant to which such number of shares of Parent Class A\nCommon Stock otherwise deliverable in settlement of such Converted Option Cash Award as is necessary to satisfy such withholding obligation shall be sold and the proceeds thereof remitted to the applicable taxing authorities.\n\n•\n\nEach Converted Option Equity Award shall be a stock option award that shall provide the holder with the right to purchase a number of shares of Parent Class A Common Stock under the Parent Stock Plan equal to the product of (rounded down\nto the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with an exercise price per share\n(rounded up to the nearest whole cent) equal to: (i) the exercise price per share applicable to such Unvested Company Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio, multiplied by (iii) 40% (a “Converted Option Equity Award”).  Each Converted Option Equity Award shall be subject to the terms and conditions of the Parent Stock Plan provided that the applicable vesting schedule and any contractual\nacceleration rights that would otherwise have applied to the applicable Unvested Company Option immediately prior to the Effective Time shall apply to such Converted Option Equity Award.\n\nGovernance\n\nAfter the date of the Merger Agreement and prior to the Closing, the Company shall be permitted to designate an additional member of the Board of Directors of Parent,\nwho must be reasonably acceptable to Parent (the “Company Designee”). The parties will ensure that, immediately following the Effective Time, the Company Designee shall be added as an additional member of the\nBoard of Directors of Parent, to hold office until the earliest to occur of the appointment or election of his or her successor or his or her resignation or proper removal.\n\nClosing Conditions\n\nCompletion of the Mergers is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of the shares of\nClass A Common Stock and Class B Common Stock of the Company, voting together as a single class, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,\nand the approval of the Mergers under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers, (4) the effectiveness of the registration statement\npursuant to which shares of Parent Class A Common Stock to be issued in the Mergers will be registered with the U.S. Securities and Exchange Commission (the “SEC”), (5) the approval of the issuance of shares\nof Parent Class A Common Stock included in the Merger Consideration by a majority of the votes cast by the holders of shares of Parent Class B Common Stock entitled to vote on such matter at a meeting duly called and held for such purpose, (6) the\naccuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (7) compliance in all material respects with the other party’s obligations under the Merger Agreement, and (8) the absence\nof a continuing material adverse effect with respect to each of the Company and Parent.\n\nNo Solicitation; Board Recommendation\n\nEach of the Company and Parent has also agreed not to (a) solicit proposals relating to alternative acquisition transactions or (b) enter into discussions or\nnegotiations or provide non-public information in connection with any proposal for an alternative acquisition transaction from a third party, subject to certain exceptions to permit its respective board of directors to comply with its fiduciary\nobligations. Each party has further agreed to cease and cause to be terminated any existing discussions or negotiations, if any, with regard to alternative acquisition transactions. However, subject to the conditions specified in the Merger\nAgreement, prior to receipt of the requisite stockholder approval of each party, each party’s respective board of directors may consider and ultimately change its recommendation with respect to, and may terminate the Merger Agreement in response\nto, an unsolicited, bona fide acquisition proposal that such board of directors determines in good faith constitutes a Superior Proposal, subject to customary information and match rights for the other party. Each party’s board of directors may\nalso change its recommendation in response to an Intervening Event, as defined in the Merger Agreement.\n\nTermination and Fees\n\nThe Merger Agreement may be terminated under certain circumstances, including (1) by either the Company or Parent if the Mergers are not completed by June 14, 2027,\nwhich date may be extended to December 14, 2027, and which date may be further extended to March 14, 2028, under certain circumstances (the “Termination Date”), (2) by either the Company or Parent if any\ngovernmental entity of a competent jurisdiction has issued a final non-appealable order or injunction permanently restraining, enjoining or otherwise prohibiting the Mergers, (3) by either the Company or Parent if either party fails to obtain the\nrequisite approval of its stockholders, (4) by either the Company or Parent if the other party’s board of directors changes its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement (in the case of Company) or\nthe issuance of Parent Class A Common Stock pursuant to the Merger Agreement (in the case of Parent), (5) by either party in order to accept a Superior Proposal, or (6) by either party if the other party materially breaches its covenants, or\nbreaches its representations and warranties, in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach. The Company and Parent may\nalso terminate the Merger Agreement by mutual written consent.\n\nUpon termination of the Merger Agreement, each of Company and Parent under specified circumstances, including termination by such party to accept a Superior Proposal\nor termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, will be required to pay the other party a termination fee of $866,084,000. Additionally, Parent, under specified circumstances,\nincluding termination following an injunction arising in connection with certain antitrust or investment screening laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the Termination Date, will\nbe required to pay the Company a termination fee of $1,237,262,000. Additionally, if the Merger Agreement is terminated because the requisite approval of Parent’s stockholders is not obtained, Parent will be required to pay the Company an amount in\ncash equal to 100% of the Company’s aggregate third-party fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement; provided that such reimbursement shall not exceed $70,000,000 in the aggregate.\n\nOther Terms of the Merger Agreement\n\nThe Merger Agreement contains customary representations, warranties and covenants made by each of the parties, including, among others, covenants regarding the conduct\nof the Company’s and Parent’s businesses during the pendency of the transaction, the making of certain public disclosures and other matters as described therein. The parties have agreed to use reasonable best efforts to take all actions necessary\nto consummate the Mergers, including cooperating to obtain the regulatory approvals necessary to complete the Mergers.\n\nVoting and Support Agreements\n\nConcurrently with the execution of the Merger Agreement, Parent and Mr. Anthony Wood, in his capacity as a stockholder of the Company, and certain other stockholders\nof the Company affiliated with Anthony Wood (each, a “Sellside VSA Stockholder”), entered into a Voting and Support Agreement (the “Sellside VSA”), pursuant to which\neach Sellside VSA Stockholder has agreed to vote his, her or its shares of Company Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, and to vote such shares against any competing acquisition\nproposal or any other action that would reasonably be expected to interfere with the transactions contemplated by the Merger Agreement. Each Sellside VSA Stockholder has also agreed to cease discussions regarding and not to solicit any competing\nacquisition proposal. As of June 15, 2026, the Sellside VSA Stockholders collectively held approximately 55% of Company’s outstanding voting power. The Sellside VSA will terminate, as to each Sellside VSA Stockholder, upon the earliest to occur of\n(a) the Effective Time, (b) the termination of the Merger Agreement, and (c) any specified amendment to the Merger Agreement that reduces the amount, or changes the form (other than an increase in the Per Share Cash Amount or the relative amount of\nthe Merger Consideration represented by the Per Share Cash Amount), of the Merger Consideration payable to a Sellside VSA Stockholder or that is in any way material and adverse to a Sellside VSA Stockholder or Company stockholders generally.\n\nConcurrently with the execution of the Merger Agreement, the Company and certain stockholders of Parent (each, a “Buyside VSA\nStockholder”), entered into a Voting and Support Agreement (the “Buyside VSA” and, together with the Sellside VSA, the “VSAs”), pursuant to which each Buyside\nVSA Stockholder has agreed to vote its shares of Parent Common Stock in favor of stock issuance of Parent Class A Common Stock contemplated by the Merger Agreement, and to vote such shares against any competing acquisition proposal or any other\naction that would reasonably be expected to interfere with the transactions contemplated by the Merger Agreement. Each Buyside VSA Stockholder has also agreed to cease discussions regarding and not to solicit any competing acquisition proposal. As\nof June 15, 2026, the Buyside VSA Stockholders collectively held approximately 38.7% of Parent’s outstanding voting power. The Buyside VSA will terminate upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger\nAgreement, and (c) any specified amendment to the Merger Agreement that increases the amount, or changes the form, of the Merger Consideration or that is in any way material and adverse to a Buyside VSA Stockholder or Parent stockholders generally.\n\nThe foregoing description of the Merger Agreement and the VSAs does not purport to be complete and is qualified in its entirety by reference to the full text of the\nMerger Agreement, which is attached hereto as Exhibit 2.1, and the VSAs, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, all of which are incorporated herein by reference. The Merger Agreement and the VSAs have been attached to provide\nCompany stockholders and other security holders with information regarding their terms and are not intended to provide any factual information about Company, Parent, Merger Sub 1, Merger Sub 2 or their respective affiliates. The representations,\nwarranties and covenants contained in the Merger Agreement and the VSAs have been made solely for purposes of the Merger Agreement and the VSAs, respectively, and as of specific dates; were made solely for the benefit of the parties to the Merger\nAgreement and the VSAs, respectively; are not intended as statements of fact to be relied upon by Company stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein\nprove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement and the VSAs, which disclosures are not reflected in the\nMerger Agreement and the VSAs itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Company stockholders or other security holders. Company\nstockholders and other security holders are not third-party beneficiaries under the Merger Agreement or the VSAs (except, following the Effective Time, with respect to Company stockholders’ right to receive the Merger Consideration and the right of\nholders of Company equity awards to receive the consideration provided for such equity awards pursuant to the Merger Agreement) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of\nthe actual state of facts or condition of Parent, Company, Merger Sub 1, Merger Sub 2 or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger\nAgreement and the VSAs, which subsequent information may or may not be fully reflected in Company’s public disclosures. Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for\nconsidering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading. The Merger Agreement and the VSAs should\nnot be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the VSAs, the Mergers, Parent, Company, Merger Sub 1, Merger Sub 2, their respective affiliates and their respective businesses,\nthat will be contained in, or incorporated by reference into, the Joint Proxy Statement/Prospectus that Company and Parent will file, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and\nother filings that Company will make with the SEC."}