ROKU 8-K
Roku, Inc (ROKU)
8-K
2026-10-06
For: 2026-10-06
View Original
Added on
October 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
(Zip Code)
(408 ) 556-9040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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As previously announced, on June 14, 2026, Roku, Inc., a Delaware corporation (the “Company” or “Roku”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Fox Corporation, a Delaware corporation (“FOX” or “Parent”), Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of FOX (“Merger Sub 1”), and Falcon Merger Sub 2, LLC, a Delaware limited liability
company and wholly owned subsidiary of FOX (“Merger Sub 2”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the “First Merger”), with Roku continuing as the surviving
corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of FOX, 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 and a wholly owned subsidiary of FOX. Capitalized terms used but not defined herein have
the meanings specified in the Merger Agreement.
In connection with the Mergers and the other transactions contemplated by the Merger Agreement (the “Transactions”), on August 7, 2026, Parent filed a
registration statement on Form S-4 (as amended on August 21, 2026, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a prospectus with respect to the shares of Parent Class A Common Stock to be
issued in the Mergers and a joint proxy statement for the Company’s and Parent’s respective stockholder meetings. On September 1, 2026, the Registration Statement was declared effective, Parent filed a final prospectus, and the Company filed a
definitive proxy statement (together with the final prospectus, the “Joint Proxy Statement/Prospectus”). The Joint Proxy Statement/Prospectus was mailed to stockholders of the Company and Parent on or about September 1, 2026.
Litigation Related to the Mergers
Since the filing of the Joint Proxy Statement/Prospectus, Roku has received certain demand letters from purported stockholders of Roku generally alleging omissions or
misstatements in the disclosures in the Joint Proxy Statement/Prospectus and requesting that Roku file corrective disclosures prior to the Roku Special Meeting (collectively, the “Demand Letters”).
Although Roku believes that the disclosures in the Joint Proxy Statement/Prospectus comply with all applicable laws and that the Demand Letters are without merit, in order
to avoid nuisance and possible expense and business delays and provide additional information to its stockholders, Roku has determined voluntarily to supplement certain disclosures in the Joint Proxy Statement/Prospectus with the supplemental
disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures should be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the claims or allegations in the Demand
Letters or the disclosures set forth herein. To the contrary, Roku specifically denies all allegations in the Demand Letters, including that any additional disclosure was or is required or material.
It is possible that lawsuits may be filed challenging the Transactions against Roku or naming the members of the Roku board of directors or others as defendants or that
additional demand letters will be received by Roku. If this occurs, Roku will not necessarily publicly disclose the filing or receipt of any such lawsuit or demand letter unless required by law.
Supplement to the Joint Proxy Statement/Prospectus
The supplemental information should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. Page
references in the below disclosures are to pages in the Joint Proxy Statement/Prospectus, and defined terms used below but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus. To the extent the information in the
Supplemental Disclosures differs from or conflicts with the information contained in the Joint Proxy Statement/Prospectus, the information set forth below shall be deemed to supersede or supplement the respective information in the Joint Proxy
Statement/Prospectus. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. Except as otherwise described in the below
Supplemental Disclosures or the documents referred to, contained in or incorporated by reference herein, the Joint Proxy Statement/Prospectus, the annexes to the Joint Proxy Statement/Prospectus and the documents referred to, contained in or
incorporated by reference in the Joint Proxy Statement/Prospectus are not otherwise modified, supplemented or amended. For clarity, new text within restated paragraphs from the Joint Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and stricken-through.
Clauses (a) and (c) of the first bullet on page 151 of the Joint Proxy Statement/Prospectus under the section with the heading “The Mergers—Opinion of Roku’s and the Strategic Initiatives Committee’s Financial Advisor—Opinion of Qatalyst Partners—Discounted Cash Flow Analysis—Standalone Company” are hereby amended and supplemented as follows:
| (a) |
the implied net present value of the estimated future unlevered free cash flows (“UFCFs”) of Roku, based on the Roku Projections for the third quarter of calendar year 2026 through calendar year 2030 (which implied present value was
calculated using a range of discount rates of 12.5% to 18.0%, based on an estimated weighted average cost of capital for Roku, as calculated by Qatalyst Partners utilizing the capital asset pricing model
and inputs based on Qatalyst Partners’ professional judgment);
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| (c) |
the projected cash of Roku, as of June 30, 2026, of approximately $2.43 billion as provided by the management of Roku; and
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Clause (a) of the first bullet on page 152 of the Joint Proxy Statement/Prospectus under the section with the heading “The
Mergers—Opinion of Roku’s and the Strategic Initiatives Committee’s Financial Advisor—Opinion of Qatalyst Partners—Discounted Cash Flow Analysis—Pro Forma Combined Company” is hereby amended and supplemented as follows:
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the implied net present value of the estimated future UFCFs of the combined company, based on the Roku Projections, the Adjusted FOX Projections and the FOX Management Assumed Synergies for the third quarter of calendar year 2026 through
calendar year 2030 (which implied present value was calculated using a range of discount rates of 9.0% to 13.0%, based on an estimated weighted average cost of capital for the combined company, as
calculated by Qatalyst Partners utilizing the capital asset pricing model and inputs based on Qatalyst Partners’ professional judgment);
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Clause (a) of the second bullet on page 152 of the Joint Proxy Statement/Prospectus under the section with the heading “The
Mergers—Opinion of Roku’s and the Strategic Initiatives Committee’s Financial Advisor—Opinion of Qatalyst Partners—Discounted Cash Flow Analysis—Pro Forma Combined Company” is hereby amended and supplemented as follows:
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the estimated combined net debt of Roku and FOX as of June 30, 2026, of approximately negative $630 million (excluding the impact of the Mergers), based on combined balance sheet statistics
projections derived from the balance sheet information provided by the managements of Roku and FOX, respectively; and
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The tables on page 153 of the Joint Proxy Statement/Prospectus under the section with the heading “The Mergers—Opinion
of Roku’s and the Strategic Initiatives Committee’s Financial Advisor—Opinion of Qatalyst Partners—Selected Companies Analysis” are hereby amended and supplemented as follows to add information on the implied fully diluted enterprise value
for each of the selected companies:
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Selected Consumer Ad-Driven Companies
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Fully Diluted Enterprise
Value ($B)
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CY2026E EBITDA
Multiple
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Alphabet Inc.
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$
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4,432.2
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19.2
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x
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Meta Platforms, Inc.
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$
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1,495.2
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10.3
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x
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Pinterest, Inc.
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$
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11.8
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8.3
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x
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Snap Inc.
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$
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10.4
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8.2
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x
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Selected Streaming Subscription Companies
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Fully Diluted Enterprise
Value ($B)
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CY2026E EBITDA
Multiple
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Spotify Technology S.A.
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$
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89.3
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25.1
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x
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Netflix, Inc.
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$
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346.2
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20.4
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x
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Selected Ad-Tech Companies
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Fully Diluted Enterprise
Value ($B)
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CY2026E EBITDA
Multiple
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AppLovin Corporation
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$
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168.8
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24.3
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x
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Magnite, Inc.
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$
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2.7
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10.3
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x
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The Trade Desk, Inc.
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$
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8.0
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6.3
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x
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The following text is hereby added as a fourth paragraph after the third paragraph on page 167 of the Joint Proxy Statement/Prospectus under the section
with the heading “Transaction and Retention Bonuses”:
The value of the Transaction Bonuses may not exceed $13,000,000 in the aggregate, nor $2,000,000 to any individual who reports directly to the Chief Executive Officer and
$600,000 to any other individual. Named executive officers of Roku are eligible for and may potentially receive a Transaction Bonus and/or a Retention Bonus, except that Mr. Wood will not receive either a Transaction Bonus or a Retention Bonus.
Otherwise, the recipients, allocation amounts, and final terms of these bonuses continue to be determined and remain subject to approval by Roku.
Important Information About the Proposed Transactions and Where to Find It
In connection with the Transactions, on August 7, 2026, Parent filed a registration statement on Form S-4 (as amended on August 21, 2026, the “Registration Statement”) with
the SEC, which includes a prospectus with respect to the shares of Parent Class A Common Stock to be issued in the Mergers and a joint proxy statement for the Company’s and Parent’s respective stockholders. On September 1, 2026, the Registration
Statement was declared effective, Parent filed a final prospectus, and the Company filed a definitive proxy statement (together with the final prospectus, the “Joint Proxy Statement/Prospectus”). The Joint Proxy Statement/Prospectus was mailed to
stockholders of the Company and Parent on or about September 1, 2026. Each of the Company and Parent may also file with or furnish to the SEC other relevant documents regarding the Transactions. This communication is not a substitute for the
Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Parent or the Company may mail to their respective stockholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS OF PARENT AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING PARENT, THE COMPANY, THE TRANSACTIONS AND RELATED MATTERS.
The documents filed by Parent with the SEC also may be obtained free of charge at Parent’s website at investor.foxcorporation.com or upon written request to Parent through
the form provided on the website or by phone at (212) 852-7059. The documents filed by the Company with the SEC also may be obtained free of charge at the Company’s website at roku.com/investor or upon written request to the Company at [email protected].
These documents filed with the SEC are also available for free to the public at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Parent, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Parent
and the Company in connection with the Transactions under the rules of the SEC.
Information about the interests of the directors and executive officers of Parent and the Company and other persons who may be deemed to be participants in the solicitation
of stockholders of Parent and the Company in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Joint Proxy Statement/Prospectus filed with the SEC.
Information about Parent’s directors and executive officers and their ownership of Parent’s common stock is set forth in Parent’s proxy statement for its 2026 Annual
Meeting of Stockholders on Schedule 14A, filed with the SEC on September 17, 2026. To the extent that holdings of Parent’s securities have changed since the amounts printed in Parent’s proxy statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’s proxy statement for its
2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 24, 2026. To the extent that holdings of the Company’s securities have changed since the amounts printed in the Company’s proxy statement, such changes have been or will
be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transactions may be obtained by
reading the Joint Proxy Statement/Prospectus regarding the Transactions. Free copies of these documents may be obtained as described above.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Parent’s and the Company’s current expectations, estimates and projections about the expected date of closing of the Transactions and
the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Parent and the Company, all of which are subject to change. In this context, forward-looking statements often address
expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,”
“continue,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and
uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the Transactions and the anticipated benefits thereof. These and other forward-looking statements, including
the failure to consummate the Transactions or to make or take any filing or other action required to consummate the Transactions in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in
such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited
to: (i) the completion of the Transactions on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of Parent’s and the Company’s businesses and other conditions to the completion of the
Transactions; (ii) failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the transaction or integrating the businesses of Parent and the Company; (iii) Parent’s and the Company’s ability to
implement their business strategies; (iv) pricing trends; (v) litigation relating to the Transactions that has been or could be instituted against Parent, the Company or their respective directors; (vi) the risk that disruptions from the Transactions
will harm Parent’s or the Company’s business, including current plans and operations; (vii) the ability of Parent or the Company to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from
the announcement, pendency or completion of the Transactions; (ix) uncertainty as to the long-term value of Parent’s common stock; (x) legislative, regulatory and economic developments affecting Parent’s and the Company’s businesses; (xi) general
economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Parent and the Company operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the
pendency of the Transactions that could affect Parent’s or the Company’s financial performance; (xiv) restrictions during the pendency of the Transactions that may impact Parent’s or the Company’s ability to pursue certain business opportunities or
strategic transactions; (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Parent’s and the Company’s response to any of the aforementioned
factors; and (xvi) failure to receive the approval of the stockholders of Parent and the Company. These risks, as well as other risks associated with the Transactions, are more fully discussed in the Joint Proxy Statement/Prospectus, as well as in
the following periodic reports filed with the SEC: (a) the Annual Report on Form 10-K of Fox Corporation for the fiscal year ended June 30, 2026, filed with the SEC on August 6, 2026; and (b) the Quarterly Report on Form 10-Q of Roku, Inc. for the
quarter ended June 30, 2026, filed with the SEC on August 6, 2026. While the lists of factors presented here, in the Joint Proxy Statement/Prospectus, and in the foregoing periodic reports are considered representative, no such list should be
considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material
adverse effect on Parent’s or the Company’s consolidated financial condition, results of operations or liquidity. Neither Parent nor the Company assumes any obligation to publicly provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Roku, Inc.
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By:
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/s/ Dan Jedda
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Dan Jedda
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Chief Financial Officer and Chief Operating Officer
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Date: October 6, 2026
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