01—Abstract
Summary
Summary of the 8-K filed September 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Roku, Inc. (ROKU) disclosed in a Form 8-K filed September 9, 2026 that, as expected, it and Fox Corporation (FOX) each received a Second Request from the U.S. Department of Justice on September 8, 2026, in connection with the DOJ's review of the proposed mergers under the Agreement and Plan of Merger dated June 14, 2026.
Under the merger agreement, Falcon Merger Sub 1, Inc. will merge into Roku with Roku surviving as a wholly owned subsidiary of Fox, followed immediately by a second merger of the Surviving Corporation into Falcon Merger Sub 2, LLC, with Merger Sub 2 as the surviving entity. The Second Request extends the HSR Act waiting period until 30 days after both companies have substantially complied with the request, unless the DOJ terminates the waiting period earlier or the parties agree to an extension. Roku and Fox state they will continue to cooperate with the DOJ.
Roku expects the mergers to close by the first half of calendar year 2027, subject to expiration or termination of the HSR waiting period, other customary closing conditions, and approval by stockholders of both companies. The filing also notes that the Form S-4 registration statement was declared effective on September 1, 2026, and the joint proxy statement/prospectus was mailed to stockholders on or about that date. The filing is largely procedural and does not state deal value, consideration terms, or financial results.
02—Key points
Key Highlights
- The DOJ issued a Second Request to both Roku and Fox on September 8, 2026, as part of its antitrust review of the mergers.
- The Second Request extends the HSR Act waiting period until 30 days after both parties substantially comply with the request, unless terminated earlier or extended by agreement.
- Roku expects the mergers to be consummated by the first half of calendar year 2027.
- The mergers are structured as a two-step transaction: Falcon Merger Sub 1 merges into Roku, then Roku merges into Falcon Merger Sub 2, LLC, making Roku a wholly owned subsidiary of Fox.
- Closing remains subject to HSR waiting period expiration or termination, other customary conditions, and approval by stockholders of Roku and Fox.
- The Form S-4 was declared effective on September 1, 2026, and the joint proxy statement/prospectus was mailed to stockholders on or about that date.
- The filing does not disclose deal consideration, valuation, or financial results; it is a procedural update on regulatory review.
03—Questions
Frequently Asked Questions
What does the DOJ Second Request mean for the timing of the deal?
A Second Request extends the HSR Act waiting period until 30 days after both Roku and Fox have substantially complied with it, unless the DOJ ends the waiting period earlier or the parties agree to extend it. This makes the timing dependent on the pace of the companies' document production and the DOJ's review.
When does Roku expect the mergers to close?
Roku expects the mergers to be consummated by the first half of calendar year 2027, subject to expiration or termination of the HSR waiting period, satisfaction or waiver of other customary closing conditions, and approvals by Roku and Fox stockholders.
How will the transaction be structured?
Falcon Merger Sub 1, Inc. will merge with and into Roku, with Roku surviving as a wholly owned subsidiary of Fox. Immediately afterward, as a second step in a single integrated transaction, the Surviving Corporation will merge into Falcon Merger Sub 2, LLC, which will be the surviving entity and a wholly owned subsidiary of Fox.
What stockholder actions are required and where can investors find the materials?
Completion requires approval by stockholders of both Roku and Fox. The Form S-4 was declared effective on September 1, 2026, and the Joint Proxy Statement/Prospectus was mailed on or about that date. Investors can obtain these documents free of charge on the SEC's website at www.sec.gov, at investor.foxcorporation.com for Fox, and at roku.com/investor for Roku.
04—Continue