FOXA: Other company developments

Item 8.01. Other Events. As previously announced, on June 14, 2026, Fox Corporation, a Delaware corporation (“FOX”), entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise amended from time to time, the “Merger Agreement”) with Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of FOX (“Merger Sub 1”), Falcon Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of FOX (“Merger Sub 2”), and Roku, Inc., a Delaware corporation (“Roku”), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the “First Merger”), with Roku continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of FOX, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity in the Second Merger and continuing as a wholly owned subsidiary of FOX. In connection with the Mergers, on August 7, 2026, FOX filed a registration statement on Form S-4 (File No. 333-298159) (as amended on August 21, 2026, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). On September 1, 2026, the Registration Statement was declared effective by the SEC, and on September 1, 2026, FOX filed a final prospectus/definitive proxy statement and Roku filed a definitive proxy statement (together, the “Joint Proxy Statement/Prospectus”) with the SEC, to be used respectively for the solicitation of proxies in conne