Fox Corp: files 8-K supplementing joint proxy for Roku merger

What happened

• Fox Corp filed an 8-K under Item 8.01 reporting that it voluntarily amended and supplemented the joint proxy statement/prospectus for its proposed merger with Roku. The filing states Fox entered into the merger agreement on Jun 14, 2026, filed a registration statement on Form S-4 on Aug 7, 2026 (amended Aug 21, 2026) that was declared effective by the SEC on Sep 1, 2026, and that the Fox special meeting and Roku special meeting are set for Oct 14, 2026.
• The 8-K discloses a putative class action captioned Andrew Thompson v. Fox Corporation, et al., C.A. No. 2026-1131, filed Aug 28, 2026 in the Delaware Court of Chancery asserting breach of fiduciary duty and seeking to enjoin the Fox special meeting, rescission or rescissory damages and attorneys’ fees. Fox denies the allegations and says it supplemented the proxy to avoid delay or disruption to the mergers.

Key details

• Fox added a new disclosure section titled “FOX’s Financial Advisor—Morgan Stanley” to the joint proxy/prospectus.
• For advisory services in connection with the mergers, Fox agreed to pay Morgan Stanley an aggregate fee of $30,000,000, of which $5,000,000 became payable on execution of the merger agreement and $25,000,000 is payable on closing.
• Fox estimates Morgan Stanley and its affiliates will receive between $43,000,000 and $50,000,000 in aggregate fees, plus expenses, in connection with financing activities related to the transactions.
• As of Sep 4, 2026, Morgan Stanley reported holdings of between 1.5% and 2.5% of Fox Class A common stock, less than 1% of Fox Class B common stock and between 1% and 2% of Roku common stock.

Why it may matter

• The filing reports Item 8.01 other events and supplements the joint proxy/prospectus for the proposed Fox–Roku mergers, including disclosures about Morgan Stanley’s role, fees, relationships and holdings, and it reports related shareholder litigation that seeks to enjoin the Fox special meeting and seeks rescissory relief.
• This filing does not show why the insider traded or why the company acted.