8-KOther Events

Fox Corp 8-K Report, Corporate Update (Sep 9, 2026)

Filed September 9, 2026For Securities:FOXAFOX

Summary

This 8-K filing from Fox Corporation (FOXA) provides an update on the proposed merger with Roku, Inc. The key development is the issuance of a "Second Request" for additional information from the U.S. Department of Justice (DOJ) regarding the antitrust review of the transaction. This Second Request extends the waiting period under the Hart-Scott-Rodino (HSR) Act until 30 days after both companies substantially comply with the DOJ's request, pushing the expected closing timeline. Fox now anticipates the merger to be consummated in the first half of calendar year 2027, subject to regulatory approvals, shareholder votes, and other customary closing conditions. The company emphasizes that it is cooperating with the DOJ's review. The filing also reiterates the availability of important information regarding the transaction, including the effective registration statement and definitive joint proxy statement/prospectus, urging investors to review these documents for comprehensive details.

Key Highlights

  • 1Fox Corporation (FOXA) and Roku, Inc. have received a "Second Request" for additional information from the U.S. Department of Justice (DOJ) concerning the proposed merger.
  • 2The issuance of the Second Request extends the Hart-Scott-Rodino (HSR) Act waiting period until 30 days after substantial compliance by both FOX and Roku.
  • 3Fox now expects the merger to be consummated in the first half of calendar year 2027.
  • 4The transaction remains subject to customary closing conditions, including regulatory approvals and stockholder votes from both FOX and Roku.
  • 5FOX and Roku are cooperating with the DOJ in its review of the merger.
  • 6A registration statement on Form S-4, including a joint proxy statement/prospectus, has been declared effective by the SEC and distributed to shareholders.
  • 7Investors are strongly encouraged to read the registration statement, joint proxy statement/prospectus, and other SEC filings for detailed information about the transaction.

Frequently Asked Questions

The main update is that both Fox Corporation and Roku, Inc. have received a 'Second Request' for additional information from the U.S. Department of Justice (DOJ) as part of their antitrust review of the proposed merger. This request extends the regulatory waiting period.

The Second Request extends the waiting period under the Hart-Scott-Rodino (HSR) Act. The waiting period will now remain in effect until 30 days after both Fox and Roku have substantially complied with the DOJ's request, unless the DOJ terminates it earlier. Fox now expects the merger to close in the first half of calendar year 2027.

The merger is still subject to the satisfaction or waiver of customary closing conditions. These include the expiration or termination of the HSR Act waiting period, obtaining necessary regulatory approvals, and approval from the stockholders of both Fox and Roku. The company is cooperating with the DOJ's review.

Investors are urged to read the registration statement on Form S-4, the joint proxy statement/prospectus, and any other relevant documents filed by Fox and Roku with the SEC. These documents contain important information about the proposed transaction and can be accessed on the SEC's website (www.sec.gov) or through Fox's and Roku's websites.