Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information presented below illustrates the estimated effects of the (i) acquisition of Roku, Inc.
(“Roku”) by Fox Corporation (“FOX”) and (ii) the related financing transactions.
On June 14, 2026, FOX and Roku entered
into a definitive agreement (the “Merger Agreement”) under which FOX has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Mergers”). Upon the terms and subject to the conditions of the
Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the Mergers.
The exchange ratio is fixed and will not be adjusted (except in limited circumstances described in the joint proxy statement / prospectus, dated August 7, 2026 (the “Joint Proxy Statement/Prospectus”), which are assumed not to occur
for purposes of the unaudited pro forma condensed combined financial information contained herein). Following the completion of the Mergers, Roku will be a wholly-owned subsidiary of FOX.
At the effective time of the First Merger (the “Effective Time”), each outstanding share of Roku Class A Common Stock and Roku Class B
Common Stock, other than certain excluded shares and shares subject to appraisal rights, will be converted into the right to receive (i) 0.9693 shares of FOX Class A Common Stock and (ii) $96.00 in cash, without interest
(collectively, the “Merger Consideration”). The exchange ratio is fixed and will not be adjusted (other than in certain limited scenarios described in the Joint Proxy Statement/Prospectus), and no fractional shares of FOX Class A
Common Stock will be issued to Roku stockholders in connection with the Mergers.
In connection with the Mergers, FOX entered into a commitment letter,
dated June 14, 2026, pursuant to which the lenders committed to provide $12 billion of senior unsecured bridge loans (the “Bridge Facility”). FOX expects to complete additional financing transactions to fund the cash portion of
the Merger Consideration and related transaction costs, including the New Senior Unsecured Debt (described below), which will reduce the commitments under the Bridge Facility.
On June 30, 2026, FOX entered into the term loan agreement, pursuant to which the lenders party thereto committed to provide, subject to the consummation
of the Mergers and other customary funding conditions, a senior unsecured term loan facility in an aggregate principal amount of $1 billion (the “Term Loan Facility”). Borrowings under the Term Loan Facility are intended to fund a
portion of the cash consideration and other amounts payable in connection with the Mergers. The Term Loan Facility matures two years following the closing date and provides FOX with the ability to incur up to an additional $1 billion of term
loans, in addition to the $1 billion expected at the consummation of the Mergers, subject to certain conditions. Accordingly, on June 30, 2026, the commitments under the Bridge Facility were reduced to $11 billion upon the
effectiveness of the term loan agreement.
FOX currently expects to finance the cash portion of the Merger Consideration through the issuance of senior
unsecured debt (the “New Senior Unsecured Debt”) and other long-term financing (together with any New Senior Unsecured Debt, the “Permanent Financing”). Accordingly, there are not expected to be any borrowings under the
Bridge Facility; however, if the Bridge Facility is utilized, it is expected to be repaid, refinanced or otherwise replaced with proceeds from the New Senior Unsecured Debt and other long-term financing prior to the closing date. The Term Loan
Facility, the Bridge Facility (the “Committed Financing”) and the New Senior Unsecured Debt or the Permanent Financing are collectively referred to herein as the “Financing Transactions.”
In connection with the Mergers, FOX intends to terminate Roku’s existing credit agreement, dated as of September 16, 2024. No pro forma adjustment
has been made to reflect the expected termination of commitments under the existing Roku credit agreement, because the terms have not yet been finalized and there have been no borrowings under the credit agreement as of the unaudited pro forma
condensed combined balance sheet dated June 30, 2026.
Pursuant to the Merger Agreement, Roku may establish a cash transaction and retention bonuses
pool, consisting of one-time transaction bonuses payable at the closing date of the Mergers and retention bonuses that generally vest and become payable 12 months following the closing date, in each case,
subject to the employee’s continued employment. The recipients, allocation amounts, and final terms of these bonuses continue to be determined and remain subject to approval, which has not yet occurred. Accordingly, because the amounts and
terms have not been finalized, no pro forma adjustments have been reflected with respect to the transaction or retention bonuses in the unaudited pro forma condensed combined financial information.
The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the Mergers and the Financing
Transactions as if each had occurred on June 30, 2026, for the purposes of the unaudited pro forma condensed combined balance sheet, and as if the Mergers and the Financing Transactions each occurred on July 1, 2025, the first day of
the FOX fiscal year ended June 30, 2026, for the purposes of the unaudited pro forma condensed combined statement of operations.
The unaudited
pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X using the assumptions set forth in the notes to the unaudited pro forma condensed combined
financial information. Pro forma adjustments reflected in the unaudited pro forma condensed combined financial information are based on information currently available and certain assumptions that we believe are reasonable and supportable, and do
not reflect any cost savings, operating synergies or revenue synergies that may result from the Mergers or the costs to achieve such synergies.
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