Fox Corp Supplements Proxy Disclosures for Roku Merger Amid Stockholder Lawsuit

Overview of the Event

On October 6, 2026, Fox Corporation filed a Current Report on Form 8-K under Item 8.01 (Other Events) to provide supplemental disclosures to the Joint Proxy Statement/Prospectus originally filed on September 1, 2026, regarding its pending acquisition of Roku, Inc.

Background & Shareholder Litigation

• Transaction Context: On June 14, 2026, Fox entered into an Agreement and Plan of Merger to acquire Roku via a two-step integrated merger structure.
• Stockholder Lawsuit: Following the effectiveness of the Form S-4 registration statement, a putative class action lawsuit titled Andrew Thompson v. Fox Corporation, et al. (C.A. No. 2026-1131) was filed on August 28, 2026, in the Court of Chancery of the State of Delaware.
• Allegations: The complaint alleged breach of fiduciary duty by Fox directors based on purported material omissions regarding Fox's financial advisor, Morgan Stanley, in the proxy statement and sought to enjoin the shareholder vote.
• Company Position: Fox denied all allegations and stated that no supplemental disclosure was legally required, but agreed to provide voluntary supplemental disclosures to moot the claims, avoid transaction delays, and minimize litigation expenses.

Key Supplemental Disclosures

Fox supplemented the proxy disclosures on page 148 under a new section titled "FOX’s Financial Advisor—Morgan Stanley", adding:

1. Advisory Fees: Fox agreed to pay Morgan Stanley an aggregate financial advisory fee of $30 million ($5 million paid upon signing the Merger Agreement, and $25 million contingent upon closing).
2. Financing Fees: Morgan Stanley and its affiliates are estimated to receive between $43 million and $50 million in aggregate fees, plus expenses, for providing and arranging the Bridge Facility, Term Loan Facility, and related permanent financing.
3. Historical Fees: In the two years prior to September 4, 2026, Morgan Stanley received under $6 million from Fox (inclusive of the $5 million signing fee) and under $1 million from Roku for financing services.
4. Share Holdings: As of September 4, 2026, Morgan Stanley held between 1.5% and 2.5% of Fox Class A common stock, under 1% of Fox Class B common stock, and between 1% and 2% of Roku common stock via asset/wealth management and trading activities.

Market & Trading Significance

• Impact: Low. The filing represents standard supplemental disclosures commonly issued in public M&A transactions to resolve "strike suit" disclosure claims prior to shareholder votes.
• Transaction Terms: There are no modifications to the transaction consideration, timeline, or underlying merger agreement terms. The special meetings of Fox and Roku stockholders remain scheduled for October 14, 2026.