Roku, Inc: files supplemental disclosures for Fox merger

What happened

• Roku, Inc announced that it entered into an Agreement and Plan of Merger with Fox Corporation and two Fox subsidiaries on Jun 14, 2026. Parent filed a registration statement on Form S-4 on Aug 7, 2026 (as amended Aug 21, 2026) that was declared effective and mailed as a joint proxy statement/prospectus on Sep 1, 2026.
• Since mailing the joint proxy statement/prospectus, Roku said it received demand letters alleging omissions or misstatements and, while denying those allegations, has voluntarily supplemented certain disclosures in the joint proxy statement/prospectus (the “Supplemental Disclosures”).

Key details

• Qatalyst Partners’ discounted cash flow inputs were updated: Roku standalone discount rates of 12.5% to 18.0% and combined-company discount rates of 9.0% to 13.0%.
• Roku’s projected cash as of Jun 30, 2026 provided by management: $2,430,000,000.
• Estimated combined net debt of Roku and Fox as of Jun 30, 2026: negative $630,000,000 (excluding the impact of the mergers).
• Transaction bonuses: aggregate cap $13,000,000; cap of $2,000,000 for any individual reporting directly to the CEO and $600,000 for any other individual; named executive officers may be eligible except Mr. Wood will not receive either a transaction bonus or a retention bonus.

Why it may matter

• Item reported: 8.01 other events. The filing supplements the joint proxy statement/prospectus for the proposed mergers with Fox by adding or clarifying certain financial advisor analyses, balance sheet and cash figures, selected company valuation data, and bonus terms. This filing does not show why the company acted.