What is the structure of the proposed transaction with Fox Corporation?

Merger Sub 1 will merge with and into Roku, with Roku continuing as the Surviving Corporation and becoming a wholly owned subsidiary of FOX. Immediately afterward, as a second step in a single integrated transaction, the Surviving Corporation will merge into Merger Sub 2, which will continue as the surviving entity and a wholly owned FOX subsidiary.

Why did Roku file these supplemental disclosures?

Roku received demand letters from purported stockholders alleging omissions or misstatements in the Joint Proxy Statement/Prospectus and requesting corrective disclosures before the Roku special meeting. Roku states it denies the allegations and believes the original disclosures comply with applicable law, but voluntarily supplemented them to avoid nuisance and possible expense and business delays and to provide additional information to stockholders.

What discount rates and cash figures did the financial advisor use in its analysis?

For Roku on a standalone basis, Qatalyst Partners used discount rates of 12.5% to 18.0%, based on an estimated weighted average cost of capital calculated using the capital asset pricing model. Roku's projected cash as of June 30, 2026 was approximately $2.43 billion, as provided by Roku management. For the combined company, the discount rates were 9.0% to 13.0%.

What limits apply to the transaction and retention bonuses?

Transaction bonuses may not exceed $13,000,000 in aggregate, nor $2,000,000 for any individual who reports directly to the CEO and $600,000 for any other individual. Named executive officers may be eligible for transaction and/or retention bonuses, except Mr. Wood, who will receive neither. Recipients, allocation amounts and final terms remain subject to Roku's approval.

Could additional litigation or disclosure requests arise?

Yes. The filing states that lawsuits challenging the Transactions may be filed against Roku or its board members, and additional demand letters may be received. Roku says it will not necessarily publicly disclose the filing or receipt of such lawsuits or demand letters unless required by law.

ROKU 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed October 6, 2026. Cited figures are marked; the original filing is the authoritative source.

Roku, Inc. filed this Form 8-K to supplement the Joint Proxy Statement/Prospectus for its proposed merger with Fox Corporation.

Under the June 14, 2026 Merger Agreement, Merger Sub 1 will merge into Roku, with Roku surviving as a wholly owned subsidiary of FOX. Immediately afterward, the Surviving Corporation will merge into Merger Sub 2, which will continue as the surviving entity. The Registration Statement on 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 supplemental disclosures respond to demand letters from purported Roku stockholders alleging omissions or misstatements in the Joint Proxy Statement/Prospectus. The most investor-relevant additions concern the financial advisor Qatalyst Partners' discounted cash flow analysis. For Roku on a standalone basis, the implied present value of unlevered free cash flows uses discount rates of 12.5% to 18.0%, and Roku's projected cash as of June 30, 2026 is approximately $2.43 billion^a.

For the combined company, the discount rates are 9.0% to 13.0%, and estimated combined net debt of Roku and FOX as of June 30, 2026 is approximately negative $630 million^b, excluding the impact of the Mergers. The filing also adds fully diluted enterprise values and CY2026E EBITDA multiples for selected companies in the consumer ad-driven, streaming subscription and ad-tech groups. Roku states that it believes the demand letters are without merit and denies all allegations, and that the supplements are voluntary and not an admission of materiality.

The filing also clarifies transaction and retention bonus limits. The aggregate value of transaction bonuses may not exceed $13,000,000,^c with a maximum of $2,000,000 for any individual who reports directly to the CEO and $600,000 for any other individual. Named executive officers may be eligible, except Mr. Wood, who will receive neither a transaction nor a retention bonus.

Recipients and final allocations remain subject to Roku's approval. Roku notes that additional lawsuits or demand letters may be received and will not necessarily be publicly disclosed.

02—Key points

Key Highlights

Merger structure: Roku will undergo a two-step merger with FOX, with Roku's Surviving Corporation ultimately merging into Merger Sub 2 as a wholly owned FOX subsidiary.
Standalone Roku DCF: Qatalyst Partners used discount rates of 12.5% to 18.0% for Roku's unlevered free cash flows from Q3 CY2026 through CY2030, with projected cash of approximately $2.43 billion as of June 30, 2026.
Combined company DCF: Discount rates of 9.0% to 13.0% were applied to the combined company's unlevered free cash flows, based on Roku Projections, Adjusted FOX Projections and FOX Management Assumed Synergies.
Combined net debt: Estimated combined net debt of Roku and FOX as of June 30, 2026 is approximately negative $630 million, excluding the impact of the Mergers.
Comparable company data: Supplemental tables add fully diluted enterprise values and CY2026E EBITDA multiples, including Alphabet at 19.2x, Netflix at 20.4x, AppLovin at 24.3x and The Trade Desk at 6.3x.
Transaction bonus caps: Aggregate transaction bonuses may not exceed $13,000,000, with individual limits of $2,000,000 for direct CEO reports and $600,000 for others; Mr. Wood is excluded from both transaction and retention bonuses.
Litigation: Roku received demand letters seeking corrective disclosures before its special meeting, denies the allegations, and says it voluntarily supplemented disclosures to avoid nuisance and expense.

03—Questions

Frequently Asked Questions

What is the structure of the proposed transaction with Fox Corporation?
Merger Sub 1 will merge with and into Roku, with Roku continuing as the Surviving Corporation and becoming a wholly owned subsidiary of FOX. Immediately afterward, as a second step in a single integrated transaction, the Surviving Corporation will merge into Merger Sub 2, which will continue as the surviving entity and a wholly owned FOX subsidiary.
Why did Roku file these supplemental disclosures?
Roku received demand letters from purported stockholders alleging omissions or misstatements in the Joint Proxy Statement/Prospectus and requesting corrective disclosures before the Roku special meeting. Roku states it denies the allegations and believes the original disclosures comply with applicable law, but voluntarily supplemented them to avoid nuisance and possible expense and business delays and to provide additional information to stockholders.
What discount rates and cash figures did the financial advisor use in its analysis?
For Roku on a standalone basis, Qatalyst Partners used discount rates of 12.5% to 18.0%, based on an estimated weighted average cost of capital calculated using the capital asset pricing model. Roku's projected cash as of June 30, 2026 was approximately $2.43 billion, as provided by Roku management. For the combined company, the discount rates were 9.0% to 13.0%.
What limits apply to the transaction and retention bonuses?
Transaction bonuses may not exceed $13,000,000 in aggregate, nor $2,000,000 for any individual who reports directly to the CEO and $600,000 for any other individual. Named executive officers may be eligible for transaction and/or retention bonuses, except Mr. Wood, who will receive neither. Recipients, allocation amounts and final terms remain subject to Roku's approval.
Could additional litigation or disclosure requests arise?
Yes. The filing states that lawsuits challenging the Transactions may be filed against Roku or its board members, and additional demand letters may be received. Roku says it will not necessarily publicly disclose the filing or receipt of such lawsuits or demand letters unless required by law.

04—Continue

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