Fox Corp & Roku Receive DOJ Second Request for Pending Merger

Executive Summary

On September 9, 2026, Fox Corporation (NASDAQ: FOXA, FOX) submitted a Form 425 filing (incorporating Form 8-K Item 8.01 disclosures) regarding its pending merger agreement with Roku, Inc.

Key Developments

• DOJ Second Request: On September 8, 2026, both Fox Corporation and Roku received a Request for Additional Information and Documentary Material ("Second Request") from the U.S. Department of Justice (DOJ) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
• Regulatory Timeline Extension: Issuance of the Second Request extends the statutory HSR Act waiting period until 30 calendar days following substantial compliance by both parties, unless terminated earlier by the DOJ or extended by mutual agreement.
• Expected Closing Timing: Fox continues to anticipate closing the transaction in the first half of calendar year 2027, subject to regulatory clearances and stockholder approvals.
• Registration Status: The Form S-4 registration statement containing the joint proxy statement/prospectus was declared effective by the SEC on September 1, 2026, with mailing to stockholders commencing on or about the same date.

Market & Strategic Impact

A Second Request is standard procedure for large media and technology transactions under heightened regulatory scrutiny. While extending the closing timeline into 2027, the companies have indicated ongoing cooperative engagement with the DOJ.