Roku and Fox file joint proxy for $161-per-share merger deal

What happened

Roku, Inc. — the streaming-platform company whose devices and smart TVs carry services like Netflix and its own ad-supported channel — and Fox Corporation filed a joint proxy statement with the SEC on September 1, 2026. The filing asks Roku stockholders and holders of Fox's Class B common stock to vote on Fox's proposed acquisition of Roku.

The deal was announced June 15, 2026. Under the merger agreement dated June 14, 2026, Fox will acquire Roku through a two-step merger of wholly owned Fox subsidiaries. Roku stockholders will receive, for each share of Roku Class A or Class B common stock, 0.9693 of a share of Fox Class A common stock plus $96.00 in cash.

The implied value of that consideration was $162.20 per Roku share based on Fox's closing price on June 11, 2026, the last trading day before the announcement, and $161.16 based on Fox's closing price on August 27, 2026. The proxy notes that the value will fluctuate with Fox's stock price until the deal closes.

Each company will hold a virtual special meeting on October 14, 2026. Roku stockholders will vote on adopting the merger agreement and on a non-binding advisory proposal regarding executive compensation. Fox Class B stockholders will vote on the issuance of Fox Class A shares needed to complete the deal. Both boards unanimously recommend approval.

If the deal closes, former Roku stockholders are expected to own about 27% of the combined Fox, with Fox stockholders owning the remaining 73%, based on shares outstanding as of August 27, 2026.

Why it matters

The filing is a required step in the merger process. It provides both sets of shareholders with details about the deal so they can decide how to vote. The merger cannot close unless Roku stockholders approve the merger agreement and Fox Class B stockholders approve the stock issuance.

The deal combines Fox's broadcast and cable networks, including Fox News and Fox Sports, with Roku's streaming platform and advertising business. Roku, which had 90.4 million streaming households as of June 30, 2026 per the proxy, would become part of Fox's digital strategy.

Fox is paying a significant premium: Roku's stock closed at $155.59 on September 1, 2026, down 1.72% from the previous close. The per-share consideration of roughly $161 is above that price, but below the $162.20 implied value at announcement.

What this means

A DEFM14A is a definitive proxy statement filed when a company seeks shareholder approval for a merger or acquisition. It is sent to shareholders before the vote and contains detailed information about the transaction, the companies, and the terms.

In this case, the form is a joint proxy statement/prospectus because it is used both as Roku's proxy for the shareholder vote and as Fox's prospectus for issuing new Fox shares to Roku stockholders.

The merger consideration is a mix of stock and cash. The stock portion is fixed at 0.9693 Fox Class A shares per Roku share, but its dollar value will move with Fox's share price until the deal closes. The cash portion is fixed at $96.00 per share.

Two-step mergers like this — first a merger into a subsidiary, then another into a second subsidiary — are common structures to complete an acquisition and achieve the desired legal form. The first merger makes Roku a wholly owned Fox subsidiary; the second converts it into a limited liability company.

The next step after the filing is the shareholder votes on October 14. If approved, the deal is expected to close later, subject to other closing conditions. The filing does not give a specific closing date.