Roku Files Supplemental Disclosures for Pending Fox Corporation Merger Following Stockholder Demands

Overview & Filing Purpose

On October 6, 2026, Roku, Inc. filed a Form 425 (simultaneously formatted as a Current Report on Form 8-K under Rule 425) regarding its previously announced merger agreement with Fox Corporation dated June 14, 2026.

The purpose of the filing is to voluntarily moot potential litigation by supplementing the Joint Proxy Statement/Prospectus mailed to shareholders on September 1, 2026, following the receipt of stockholder demand letters alleging informational omissions and misstatements.

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Key Supplemental Disclosures

1. Qatalyst Partners Financial Advisor DCF Analysis Inputs:

   • Standalone Roku DCF: Explicitly notes that the 12.5% to 18.0% discount rate range was determined using the capital asset pricing model (CAPM) and Qatalyst's professional judgment. Disclosed Roku's projected standalone cash balance of approximately $2.43 billion as of June 30, 2026.
   • Pro Forma Combined Company DCF: Clarified that combined company discount rates of 9.0% to 13.0% were derived via CAPM. Disclosed estimated combined net debt of approximately negative $630 million (net cash position) as of June 30, 2026.

2. Selected Comparable Companies Metrics:

   • Provided implied fully diluted enterprise values ($B) alongside previously reported CY2026E EBITDA multiples for peer analysis across:
     • Ad-Driven Companies: Alphabet ($4,432.2B, 19.2x), Meta ($1,495.2B, 10.3x), Pinterest ($11.8B, 8.3x), Snap ($10.4B, 8.2x).
     • Subscription Streaming: Spotify ($89.3B, 25.1x), Netflix ($346.2B, 20.4x).
     • Ad-Tech: AppLovin ($168.8B, 24.3x), Magnite ($2.7B, 10.3x), The Trade Desk ($8.0B, 6.3x).

3. Executive Compensation and Transaction Bonuses:

   • Transaction bonus pool is capped at $13.0 million in aggregate.
   • Individual limits: Maximum $2.0 million for any executive reporting directly to the CEO, and $600,000 for any other recipient.
   • Clarified that CEO Anthony Wood will not receive any transaction or retention bonus.

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Market & Trading Significance

• Impact: Low.
• Routine mooting disclosure ahead of a special shareholder vote on a previously announced transaction. Such supplemental filings are standard practice in U.S. public M&A to minimize transaction-related litigation risk and do not alter the financial terms, exchange ratio, or timing of the merger.