FOXA: Material agreement · New financial obligation

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on June 15, 2026, Fox Corporation (the “Company”) announced the acquisition of Roku, Inc. (the “Acquisition”), pursuant to that certain Agreement and Plan of Merger, dated as of June 14, 2026, by and among the Company, Falcon Merger Sub 1, Inc., Falcon Merger Sub 2, LLC and Roku, Inc. (the “Acquisition”). On June 30, 2026, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”), among the Company, as Borrower, the initial lenders named therein (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent, pursuant to which the Lenders party thereto committed to provide, contingent upon the consummation of the Acquisition and certain other customary conditions to funding, a senior unsecured term loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility”). Borrowings under the Term Loan Facility will be used to pay a portion of the cash consideration and other amounts payable in connection with the Acquisition. The Term Loan Facility matures on the date that is two years after the date the Acquisition is consummated and the Term Loan Facility is funded. Subject to certain conditions, the Term Loan Credit Agreement provides the Company the ability to incur up to $1.0 billion of additional term loans. The Company may terminate, in whole or in part, the commitments under the Term Loan Credit Agreement at any time prior to the funding thereof. The Company may prepay, in whole or in part, any amounts of the Term Loan Facility at any time. The loans under the Term Loan Facility will bear interest, at the Company’s option, at either (1) the Base Rate (as defined in the Term Loan Credit Agreement) whic