01—Abstract
Summary
Summary of the 8-K filed October 6, 2026. Cited figures are marked; the original filing is the authoritative source.
This Form 8-K filing from Fox Corporation (FOXA) provides an update on the previously announced merger with Roku, Inc. The primary focus is the disclosure of supplemental information to the Joint Proxy Statement/Prospectus, primarily in response to a putative class action lawsuit filed by a FOX stockholder alleging material omissions in the original filing.
While Fox denies the allegations and the necessity of supplemental disclosures, it is providing this information to avoid potential delays and litigation expenses associated with the merger. The filing also details the engagement of Morgan Stanley as Fox's financial advisor, outlining their fees and the significant financing advisory role they are playing in the transaction.
Investors should note that Morgan Stanley has multiple financial relationships with both Fox and Roku, including lending and investment management activities, which are disclosed in detail. The company reiterates the importance of reviewing the full Joint Proxy Statement/Prospectus and other SEC filings for comprehensive information regarding the merger.
02—Key points
Key Highlights
- Fox Corporation (FOXA) is filing a supplement to its Joint Proxy Statement/Prospectus regarding the merger with Roku, Inc.
- The supplemental disclosure is in response to a class action lawsuit filed by a FOX stockholder alleging material omissions in the original filing.
- Fox denies the allegations and asserts that supplemental disclosures are not legally required but are being provided to avoid merger delays and litigation costs.
- Morgan Stanley has been engaged as Fox's financial advisor for the merger, with fees totaling $30 million for advisory services.
- Morgan Stanley will also earn substantial fees, estimated between $43 million and $50 million, for arranging financing for the transaction.
- The filing details Morgan Stanley's extensive financial relationships with both Fox and Roku, including lending and investment holdings.
- The special meetings for FOX and Roku stockholders to vote on the merger are scheduled for October 14, 2026.
03—Questions
Frequently Asked Questions
What is the main reason for this 8-K filing?
This 8-K filing is primarily to provide supplemental information to the Joint Proxy Statement/Prospectus related to the merger with Roku. This is in response to a class action lawsuit filed by a Fox stockholder alleging material omissions in the initial disclosures, though Fox denies these allegations.
Who is advising Fox on this merger, and what are the associated costs?
Morgan Stanley is acting as Fox's financial advisor. Fox has agreed to pay Morgan Stanley $30 million for advisory services related to the merger, with a portion already paid and the remainder contingent on the merger's completion. Additionally, Morgan Stanley is expected to earn between $43 million and $50 million for arranging financing for the transaction.
What is the nature of Morgan Stanley's relationship with Fox and Roku?
Morgan Stanley has a multifaceted relationship with both companies. They are acting as Fox's financial advisor for the merger and are involved in arranging financing. They also have existing lending relationships with both Fox and Roku, and manage investment funds that hold shares in both companies. The filing details these relationships and associated fees.
Will the lawsuit filed against Fox impact the merger timeline?
Fox states that while they deny the allegations in the lawsuit, they are voluntarily supplementing disclosures to avoid the risk of delaying or adversely affecting the consummation of the merger and to minimize litigation expenses. The company has not indicated that the lawsuit has already caused a delay, but the supplemental filing aims to prevent future delays.
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