SEC Form 425 filed by Roku Inc.

FILED BY ROKU, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: ROKU, INC.

COMMISSION FILE NO. 001-38211

Updated Employee FAQs: July 7, 2026

 

This FAQ addresses questions that we have received from employees in connection with the pending acquisition of Roku by Fox Corporation.

 

We unfortunately cannot provide answers to all questions that we have received at this time, in particular questions that relate to integration matters or Fox’s plans for the combined company following the closing of the transaction.

 

Equity and Stock

 

I own Roku stock. What happens to my shares?

Subject to the terms of the merger agreement, Roku shareholders will be entitled to receive $96.00 in cash and 0.9693 shares of Fox Corporation Class A common stock for each share of Roku stock they own at the close of the transaction, which is expected in the first half of 2027.

 

I hold unvested Roku RSU awards. What happens to my unvested Roku RSUs?

Upon the transaction closing, each unvested Roku RSU will be cancelled and converted into the right to receive the following:

 

(i)

a cash-based award that represents the right to receive $96.00 for each Roku share underlying the Roku RSU; and

 

(ii)

an award of Fox RSUs that represents the right to receive 0.9693 shares of Fox Class A common stock.

 

Fox will be able to decide whether to pay out the cash-based award in cash or shares of Fox Class A common stock (valued based on the closing trading price of the Fox Class A common stock on the day before the payment date), or a combination of both. These converted awards, including the cash-based award, will continue to vest on the same schedule (including any contractual acceleration rights) that applied to the applicable Roku RSUs immediately before closing. All amounts payable are  subject to deduction for applicable withholding taxes.

 

An illustrative example is provided below.

•

Assume, for illustrative purposes, the acquisition closes on February 1, 2027 and you remained employed with Roku through June 1, 2027, subject to any contractual termination protections.

•

Immediately before the closing you had unvested RSUs with respect to 20 Roku shares, 10 of which are set to vest on March 1, 2027, and the last 10 on June 1, 2027.

•

At the closing, your unvested RSUs will be cancelled and converted into:

o

a cash-based award that represents the right to receive (subject to the same vesting schedule): $1,920 (20 shares * $96/share); and

o

an award of Fox RSUs that represents the right to receive (subject to the same vesting schedule): 19 shares of Fox Class A common stock (20 shares * 0.9693, rounded to the nearest whole share).

•

On March 1, 2027, you would now have the right to receive (subject to the merger agreement):

o

$960, payable in cash or in Fox Class A shares with a value of $960, based on the closing per share price of Fox Class A common stock on the last trading day before payment, or a combination thereof with the same value; PLUS

o

10 shares of Fox Class A common stock.

•

On June 1, 2027, you would now have the right to receive (subject to the merger agreement):

o

$960, payable in cash or in Fox Class A shares with a value of $960, based on the closing per share price of Fox Class A common stock on the last trading day before payment, or a combination thereof with the same value; PLUS

o

9 shares of Fox Class A common stock.

I have vested Roku options. What happens to my vested Roku options?

 

I have unvested Roku options. What happens to my unvested Roku options?

All amounts payable with respect to your Fox Options and Cash Awards are subject to deduction for applicable withholding taxes.

 

 

I have resigned from Roku. What happens to my equity awards?

•

Unvested awards will be cancelled upon your termination date.

•

Vested but unexercised options are retained for the period of time defined in your grant agreement. Upon closing of the transaction, if still outstanding, they will be treated like all other vested but unexercised options.

•

10b5-1 plans that were in progress but not yet finalized at the time the window closed (on June 15th) have been cancelled.

•

10b5-1 plans that were in place at the time the merger agreement was signed remain in effect.

•

For additional questions regarding 10b5-1 plans, please email stockadmin@roku.com.

 

Workforce and Transitions

 

•

You can voluntarily resign but you would not be eligible for any severance.

Treatment of health benefit plans will be confirmed closer to closing.

Roku will continue to provide support to employees currently on sponsored visas in the ordinary course. 

 

Why Fox and Roku

No Offer Or Solicitation

 

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of 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.

 

Cautionary Notes on Forward-Looking Statements

 

This communication includes “forward-looking statements” within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Fox Corporation (“Fox”) and Roku, Inc. (“Roku”). In this context, forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

 

These forward-looking statements are based on Fox’s and Roku’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from Fox’s and Roku’s current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Fox or stockholders of Roku may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Fox and Roku, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Fox and Roku, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which Fox and Roku operate; (13) actions by third parties, including government agencies; (14) risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; (15) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, advertisers, content partners, distributors, device partners, suppliers or other counterparties; and (16) other risk factors detailed from time to time in Fox’s and Roku’s reports filed with the Securities and Exchange Commission (the “SEC”), including Fox’s and Roku’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.

 

Any forward-looking statements speak only as of the date of this communication. Neither Fox nor Roku undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 

Important Information About the Transaction and Where to Find It

 

In connection with the proposed transaction between Fox and Roku, Fox will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Fox and Roku and that will also constitute a prospectus of Fox. Fox and Roku may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which Fox or Roku may file with the SEC. INVESTORS AND SECURITY HOLDERS OF FOX AND ROKU ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Fox and Roku through the web site maintained by the SEC at www.sec.gov. These documents, once available, also will be made available free of charge on Fox’s website at https://investor.foxcorporation.com/ or on Roku’s website at https://www.roku.com/investor.

 

Participants in the Solicitation