Fox Corporation filed an amended current report (Form 8-K/A, Amendment No. 1) on August 10, 2026, supplementing its original June 15, 2026 filing to provide required historical financial statements of Roku, Inc. and pro forma financial information related to the proposed acquisition of Roku.

Key Highlights

  • Proposed acquisition: Fox Corporation announced it entered into an Agreement and Plan of Merger with Roku, Inc., dated as of June 14, 2026, involving two wholly-owned merger subsidiaries, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC.
  • Historical financials added: Roku's audited consolidated financial statements as of December 31, 2025 and 2024, covering each of the three years in the period ended December 31, 2025, are included as Exhibit 99.1.
  • Interim financials included: Roku's unaudited condensed consolidated financial statements as of June 30, 2026, covering the three and six months ended June 30, 2026 and 2025, are included as Exhibit 99.2.
  • Pro forma information: Unaudited pro forma condensed combined financial information as of and for the year ended June 30, 2026 is attached as Exhibit 99.3.
  • Auditor consent: A consent of Deloitte & Touche LLP is filed as Exhibit 23.1.
  • Securities listed: Fox Corporation's Class A Common Stock trades as FOXA and Class B Common Stock trades as FOX, both on The Nasdaq Global Select Market.

Fox Corporation Provides Roku Financial Data Required for Acquisition Filing

According to the filing, Fox Corporation originally reported the proposed acquisition of Roku, Inc. in a Current Report on Form 8-K filed on June 15, 2026. That original report omitted certain financial information as permitted under Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K. This Amendment No. 1, filed August 10, 2026 and signed by Chief Legal and Policy Officer Adam G. Ciongoli, amends and supplements the original report to provide those previously omitted items.

The merger agreement, dated June 14, 2026, was entered into by and among Fox Corporation, Roku, Inc., Falcon Merger Sub 1, Inc. (a Delaware corporation and direct wholly-owned subsidiary of Fox Corporation), and Falcon Merger Sub 2, LLC (a Delaware limited liability company and direct wholly-owned subsidiary of Fox Corporation). Roku's audited financial statements, incorporated by reference to Roku, Inc.'s Current Report on Form 8-K filed with the SEC on June 18, 2026, cover fiscal years 2023, 2024, and 2025. The unaudited interim statements are incorporated by reference to Roku, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026.

The filing states that the pro forma financial information "has been presented for informational purposes only, as required by Form 8-K," and that it "does not purport to represent the actual results of operations that the Company and Roku would have achieved had the companies been combined during the periods presented" and "is not intended to project the future results of operations that the combined company may achieve." The filing was made as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

Fox Corporation filed Amendment No. 1 to its June 2026 Form 8-K to supply Roku's historical audited and unaudited financial statements and unaudited pro forma combined financial information, all required under Item 9.01 of Form 8-K in connection with the proposed Roku acquisition.