Fox Corp Issues Supplemental Disclosures on Roku Merger Ahead of Shareholder Vote

Overview of Filing

On October 6, 2026, Fox Corporation filed a Form 425 (simultaneously formatted as a Current Report on Form 8-K under Item 8.01) to voluntarily provide supplemental disclosures to the Joint Proxy Statement/Prospectus dated September 1, 2026, relating to its planned acquisition of Roku, Inc.

Background & Litigation Context

• Transaction Recap: On June 14, 2026, FOX entered into a Merger Agreement to acquire Roku via a two-step merger structure involving Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC.
• Litigation: On August 28, 2026, a putative class action lawsuit captioned Andrew Thompson v. Fox Corporation, et al. (C.A. No. 2026-1131) was filed in the Delaware Court of Chancery alleging breach of fiduciary duty due to alleged material omissions in the Registration Statement on Form S-4.
• Company Response: While denying all allegations and asserting that no further disclosure is required by law, FOX issued supplemental disclosures to eliminate risk of closing delays, litigation expense, and distraction ahead of the October 14, 2026 special stockholder meetings.

Key Supplemental Disclosures (Morgan Stanley Advisory & Financing)

The Joint Proxy Statement/Prospectus was amended to incorporate additional disclosure on page 148 regarding financial advisor Morgan Stanley:

1. Advisory Fees: FOX agreed to pay Morgan Stanley a total fee of $30 million ($5 million payable upon execution of the merger agreement and $25 million contingent upon merger completion).
2. Financing Fees: Morgan Stanley and its affiliates are estimated to receive $43 million to $50 million in aggregate fees (plus expenses) for arranging/providing the Bridge Facility, Term Loan Facility, and potential permanent financing.
3. Prior Engagements & Holdings: In the two years prior to September 4, 2026, Morgan Stanley received less than $6 million from FOX and less than $1 million from Roku. As of September 4, 2026, Morgan Stanley held between 1.5% and 2.5% of FOX Class A shares, under 1% of FOX Class B shares, and between 1% and 2% of Roku common stock via asset/wealth management and ordinary-course trading activities.