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 (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, subject to the terms and 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 and a wholly owned subsidiary of FOX. Consummation of the Mergers is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On September 8, 2026, as expected, each of FOX and Roku received a request for additional information and documentary material (the “Second Request”) from the U.S. Department of Justice (the “DOJ”) in connection with the DOJ’s review of the Mergers. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both FOX and Roku have substantially complied with the Second Request, unless the waiting pe