FOXA: Material agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 14, 2026, Fox Corporation, a Delaware corporation (“FOX”), 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, together with Merger Sub 1, the “Merger Subs”), and Roku, Inc., a Delaware corporation (“Roku” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company 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 (the “Surviving Company”) and a wholly owned subsidiary of FOX. Merger Consideration At the effective time of the First Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Company Class A Common Stock”) and each share of Class B Common Stock, $0.0001 par value per share, of the Company (the “Company Class B Common Stock”, and together with the Company Class A Common Stock, the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and shares as to which apprais