8-KMaterial AgreementsExhibits & Filings

Fox Corp 8-K Report, Material Agreement (Jun 15, 2026)

Filed June 15, 2026For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) has announced a definitive agreement to acquire Roku, Inc. (ROKU) in a two-step merger transaction. Under the terms of the agreement, Roku shareholders will receive a combination of Fox Class A Common Stock and cash for each share of Roku common stock. The transaction is structured to ensure that 40% of the aggregate merger consideration will be in the form of Fox Class A Common Stock, with the remaining 60% in cash, subject to adjustments for fractional shares and potential changes to account for dissenting shares. This significant acquisition aims to expand Fox's presence and capabilities in the digital media and streaming landscape. The deal is subject to customary closing conditions, including regulatory approvals (such as HSR Act clearance) and the approval of both Fox and Roku stockholders. Significant voting agreements are in place, with Roku's founder and CEO, Anthony Wood, and related entities, who collectively hold approximately 55% of Roku's total voting power, agreeing to vote in favor of the merger. Similarly, entities associated with Lachlan Murdoch and his siblings, holding approximately 38.7% of Fox's voting power, have agreed to support the stock issuance required for the transaction. Fox has secured $12 billion in bridge financing to support the acquisition.

Key Highlights

  • 1Fox Corporation (FOXA) to acquire Roku, Inc. (ROKU) in a stock and cash transaction.
  • 2Roku shareholders to receive 0.9693 shares of FOXA Class A Common Stock and $96.00 in cash per share.
  • 3The aggregate merger consideration will consist of 40% Fox Class A Common Stock and 60% cash.
  • 4Transaction is subject to customary closing conditions, including regulatory and stockholder approvals.
  • 5Roku's founder and CEO, Anthony Wood, and related entities, holding 55% of Roku's voting power, have agreed to support the deal.
  • 6Fox has secured $12 billion in bridge financing for the acquisition.
  • 7The merger agreement includes customary termination rights and significant termination fees for both parties, including a regulatory termination fee payable by Fox.

Frequently Asked Questions

The filing does not explicitly state the total transaction value, but it details the per-share consideration for Roku shareholders, which includes a fixed exchange ratio of 0.9693 shares of FOXA Class A Common Stock and $96.00 in cash per share of Roku common stock. The total value would depend on Roku's outstanding share count and the market price of FOXA Class A Common Stock at the time of closing.

The merger is contingent upon several conditions, including the effectiveness of Fox's Form S-4 registration statement, approval by both Roku and Fox stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other specified antitrust/investment screening approvals, absence of any prohibitory laws or orders, listing approval for Fox Class A Common Stock on Nasdaq, and accuracy of representations and warranties with no material adverse effect on either party.

Vested Roku restricted stock units and options will be cancelled and converted into the right to receive the merger consideration. Unvested RSUs and options will be converted into cash awards and/or new options for Fox Class A Common Stock, subject to the same vesting schedules, with payments potentially made in cash or Fox stock at Fox's election.

A mutual termination fee of $866,084,000 is payable by either party under certain circumstances, including if a board changes its recommendation. Fox may also be required to pay a regulatory termination fee of $1,237,262,000 if regulatory approvals are not obtained under specific conditions. Additionally, Fox may be required to reimburse Roku's fees and expenses up to $70,000,000 if Fox stockholder approval is not obtained.