Fox completes Roku acquisition, ending Roku's Nasdaq listing

Fox Corporation completed its acquisition of Roku (ROKU), making the streaming platform a wholly owned subsidiary of Fox. The deal was announced June 15, 2026 and completed Nov. 6, 2026.

Shares were little changed after hours at 5:21 p.m. ET, from a $160.61 close.

Each Roku Class A and Class B share converted into 0.9799 of a share of Fox Class A common stock plus $95.30 in cash, without interest. Cash replaces any fractional shares. Holders who properly demanded appraisal under Delaware law were excluded.

Unvested restricted stock units were cancelled and replaced by a cash award and a Fox restricted stock unit award, both keeping the original vesting schedule. Vested in-the-money options were cashed out at the merger consideration less exercise price. Out-of-the-money options were cancelled for no consideration. Unvested options became a cash award and a Fox stock option award on the same vesting schedule.

Roku terminated its credit agreement dated Sept. 16, 2024, with Citibank, N.A., as administrative agent. No borrowings were outstanding, and all liens and guaranties were released.

Eight directors resigned from the board and all its committees at closing: Anthony Wood, Jeffrey Blackburn, Mai Fyfield, Jeffrey Hastings, Laurie Simon Hodrick, Neil Hunt, Gina Luna and Ray Rothrock. The resignations were not the result of any disagreement with Roku on its operations, policies or practices.

Roku's executive officers ceased to hold their positions at closing. The officers of Merger Sub 2 continued as officers of the surviving company.

Roku's certificate of incorporation and bylaws were replaced by those of Merger Sub 1. Roku then ceased to exist after a second merger, and the surviving company continued as Roku, LLC.

Nasdaq was notified of the completed mergers. Trading in Roku's Class A stock will be halted before the open on Nov. 9, 2026. Nasdaq is expected to file its notice of removal from listing on Nov. 6, after which the Class A shares will no longer trade under the ROKU symbol.

Roku intends to certify to the SEC that it will deregister its Class A stock under the Securities Exchange Act of 1934 and suspend its reporting obligations.