Roku Files Form 425 All-Hands Chat on Proposed Merger with FOX Corporation

Executive Summary

Roku, Inc. filed a communication on Form 425 pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 in connection with its proposed strategic transaction with FOX Corporation. The filing contains the transcript of a Q3 All-Hands Fireside Chat featuring Paul Cheesbrough, CEO of Tubi Media Group at FOX, and Charlie Collier, President of Roku Media.

Key Transaction Terms & Milestones

• Ownership Split: Under the proposed transaction terms, Roku stockholders are expected to own approximately 27% of FOX Corporation.
• Regulatory & Proxy Timeline: FOX filed a Form S-4 registration statement on August 7, 2026, which was declared effective by the SEC on September 1, 2026. The definitive Joint Proxy Statement/Prospectus was mailed to shareholders of both companies on or about September 1, 2026.

Strategic Highlights from the Fireside Chat

• Preservation of Open Ecosystem: Address was given to employee questions regarding Roku's open platform model. Cheesbrough emphasized that maintaining Roku’s third-party platform neutrality is critical to the business model and economic engine.
• Tubi Media Group Synergies: The discussion highlighted FOX's digital and technology assets, including Tubi, AdRise (ad tech stack), Red Seat Ventures (podcasting), Credible, and FOX One (SVOD service), noting shared revenue scale and complementary audience reach between The Roku Channel and Tubi.
• Ad-Supported Streaming & AI: Both executives noted the competitive shift toward AVOD/FAST platforms and ad tiers. The discussion touched upon shared AI deployment across content recommendations, engineering workflows, and ad insertion optimization.