Fox Corp SEC Filings

Fox Corporation furnished a Rule 425 communication regarding the proposed transaction with Roku, Inc., provided prior to filing of a Form S-4. The communication cautions that the transaction is subject to closing conditions, including certain regulatory approvals, and urges reading the eventual joint proxy statement/prospectus and Form S-4.

Fox Corporation filed a Form 425 communication relating to its proposed transaction with Roku, Inc., providing a CEO letter to employees and standard cautionary language. The filing explains that Fox will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus and directs readers to obtain those documents from the SEC or the companies' investor websites.

The communication lists customary forward-looking statement cautions and a non-exhaustive set of risks that could affect completion, including regulatory approvals and financing, and identifies directors and executive officers of both companies as potential participants in any solicitation.

Fox Corporation filed a Form 425 communication relating to its proposed transaction with Roku, Inc., providing a CEO letter to employees and standard cautionary language. The filing explains that Fox will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus and directs readers to obtain those documents from the SEC or the companies' investor websites.

The communication lists customary forward-looking statement cautions and a non-exhaustive set of risks that could affect completion, including regulatory approvals and financing, and identifies directors and executive officers of both companies as potential participants in any solicitation.

Fox Corporation posted a Rule 425 communication regarding its proposed transaction with Roku, Inc. The filing republishes internal communications, includes standard cautionary forward-looking language, and states that Fox will file a registration statement on Form S-4 containing a joint proxy statement/prospectus. The filing urges reading the S-4 and related SEC filings when available.

Fox Corporation posted a Rule 425 communication regarding its proposed transaction with Roku, Inc. The filing republishes internal communications, includes standard cautionary forward-looking language, and states that Fox will file a registration statement on Form S-4 containing a joint proxy statement/prospectus. The filing urges reading the S-4 and related SEC filings when available.

Fox Corporation posted a Rule 425 communication regarding a proposed transaction with Roku, Inc. The filing describes forward-looking statements about the expected timing, structure and benefits of the proposed transaction and notes that Fox will file a registration statement on Form S-4 containing a joint proxy statement/prospectus.

The communication urges investors to read the forthcoming Form S-4, the joint proxy statement/prospectus and all related SEC filings for complete information; it lists common closing risks including regulatory approvals and financing contingencies.

Fox Corporation posted a Rule 425 communication regarding a proposed transaction with Roku, Inc. The filing describes forward-looking statements about the expected timing, structure and benefits of the proposed transaction and notes that Fox will file a registration statement on Form S-4 containing a joint proxy statement/prospectus.

The communication urges investors to read the forthcoming Form S-4, the joint proxy statement/prospectus and all related SEC filings for complete information; it lists common closing risks including regulatory approvals and financing contingencies.

Fox Corporation agreed to acquire Roku, Inc. through a two-step merger. Under the Merger Agreement, each Roku share will receive 0.9693 Fox Class A share and $96.00 cash per share, subject to adjustments; vested awards and in‑the‑money options convert into merger consideration. The agreement includes a $12.0 billion committed bridge facility, mutual termination fees of $866,084,000 and a regulatory termination fee of $1,237,262,000. Anthony Wood and affiliates have agreed to vote shares representing approximately 55% of Roku voting power in favor of the transaction.

Fox Corporation agreed to acquire Roku, Inc. through a two-step merger. Under the Merger Agreement, each Roku share will receive 0.9693 Fox Class A share and $96.00 cash per share, subject to adjustments; vested awards and in‑the‑money options convert into merger consideration. The agreement includes a $12.0 billion committed bridge facility, mutual termination fees of $866,084,000 and a regulatory termination fee of $1,237,262,000. Anthony Wood and affiliates have agreed to vote shares representing approximately 55% of Roku voting power in favor of the transaction.

Fox Corporation agreed to acquire Roku, Inc. through a two-step cash-and-stock merger. Each Roku share will be converted into 0.9693 of a share of FOX Class A common stock plus $96.00 in cash, with the stock portion targeted to represent 40% of the total merger value via adjustment of the mix. Existing Roku equity awards will be converted into cash and FOX equity awards on similar vesting schedules. Closing requires shareholder approvals, regulatory clearances and Nasdaq listing of new FOX shares, and FOX obtained a committed $12 billion 364-day bridge facility to help fund the cash portion.

Both sides agreed to substantial termination protections, including reciprocal termination fees of $866,084,000 and a regulatory termination fee of $1,237,262,000 payable by FOX in certain antitrust outcomes, plus up to $70,000,000 of fee reimbursement if FOX shareholders do not approve. Voting agreements cover approximately 55% of Roku’s voting power and about 38.7% of FOX Class B voting power in support of the transaction, and FOX will add a Roku-designated director to its board at closing.

Fox Corporation announces a definitive agreement to acquire Roku, Inc. The companies agreed on a transaction price of $160.00 per share in a mix of cash and Fox Class A common stock, valuing Roku at about $22 billion enterprise value. The transaction consideration is $96.00 cash plus 0.9693 Fox Class A shares per Roku share. Fox expects pro forma ownership of roughly 73% for Fox shareholders and 27% for Roku shareholders, anticipates approximately $400 million of run-rate cost synergies, has secured a $12.0 billion committed bridge financing facility, and expects the deal to close in 1H CY2027. The companies will file a joint registration statement on Form S-4 and host an investor call and webcast on June 15, 2026.

Fox Corporation announces a definitive agreement to acquire Roku, Inc. The companies agreed on a transaction price of $160.00 per share in a mix of cash and Fox Class A common stock, valuing Roku at about $22 billion enterprise value. The transaction consideration is $96.00 cash plus 0.9693 Fox Class A shares per Roku share. Fox expects pro forma ownership of roughly 73% for Fox shareholders and 27% for Roku shareholders, anticipates approximately $400 million of run-rate cost synergies, has secured a $12.0 billion committed bridge financing facility, and expects the deal to close in 1H CY2027. The companies will file a joint registration statement on Form S-4 and host an investor call and webcast on June 15, 2026.

Fox Corporation plans to acquire Roku, Inc. in a cash-and-stock deal valuing Roku at about $22 billion in enterprise value. Roku shareholders will receive $160.00 per share, made up of $96.00 in cash and 0.9693 shares of FOX Class A common stock.

The implied equity value is about $25 billion, with FOX shareholders expected to own roughly 73% of the combined company and Roku shareholders about 27%. FOX has secured a $12.0 billion bridge financing facility and expects pro forma net leverage of about 2.8x, targeting around $400 million of run-rate cost synergies and free cash flow accretion by the second full year after closing. The transaction, unanimously approved by both boards, is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.

Fox Corporation has extended the employment and compensation arrangements for its top two executives, reinforcing leadership stability through June 30, 2030.

Executive Chair and CEO Lachlan K. Murdoch will continue in his role, with his target annual bonus set at $9,000,000 and his target annual equity award set at $20,000,000, both effective July 1, 2026. The filing notes he recused himself from all discussions and votes on his own package.

Chief Financial Officer Steven Tomsic also received a term extension to June 30, 2030. Beginning July 1, 2026, his base salary will be $2,000,000 per year, his target annual bonus will be $3,000,000 (rising to $3,500,000 on July 1, 2028), and his target annual equity award will be $4,000,000. Full terms are contained in a form of employment extension letter filed as an exhibit.

FOX Corporation disclosure: Dodge & Cox reports beneficial ownership of 10,896,842 shares of Class A Common Stock, representing 5.4% of the class. The filing states Dodge & Cox has sole voting power over 10,566,227 shares and sole dispositive power over 10,896,842 shares on behalf of its clients.

The filing attributes the holdings to client accounts and investment vehicles managed by Dodge & Cox and is signed by the firm's Chief Compliance Officer on 05/14/2026.