Roku, Inc. Announces Fox Merger; DOJ Issues HSR Second Request

What Happened
Roku announced an update to the previously disclosed Agreement and Plan of Merger with Fox Corporation (signed June 14, 2026). The transaction is a two-step merger: Merger Sub 1 will merge into Roku, making Roku a wholly owned subsidiary of Fox, followed immediately by a second-step merger into Merger Sub 2. On September 8, 2026, the U.S. Department of Justice (DOJ) issued a Second Request under the Hart-Scott-Rodino (HSR) Act seeking additional information and documents, which extends the HSR waiting period. Fox filed an S-4 registration statement on August 7, 2026 that was declared effective September 1, 2026; the joint proxy/prospectus was mailed to stockholders on or about September 1, 2026. Roku continues to expect the mergers to close in the first half of calendar 2027, subject to HSR clearance and customary closing and shareholder approvals.

Key Details

• Merger Agreement executed: June 14, 2026 (two-step merger structure with Merger Sub 1 and Merger Sub 2).
• DOJ Second Request received: September 8, 2026 — waiting period extended until 30 days after both parties substantially comply (unless terminated earlier).
• Regulatory/proxy filings: Form S-4 filed Aug 7, 2026; declared effective and joint proxy/prospectus mailed Sept 1, 2026.
• Expected close: Roku expects consummation by H1 2027, subject to HSR clearance, shareholder approvals and other customary conditions.

Why It Matters
The DOJ Second Request signals enhanced antitrust review and can delay the planned Fox acquisition; the timing and outcome of that review are material to Roku shareholders because the transaction’s closing, expected benefits, and timing depend on regulatory approval and stockholder votes. Investors should read the joint proxy/prospectus and related SEC filings for details on transaction terms, risks and the required shareholder votes; copies are available on Roku’s and Fox’s investor websites and at SEC.gov.