Fox details financial impact of Roku acquisition

Fox Corporation is moving forward with the planned acquisition of Roku, Inc. and provides detailed historical and unaudited pro forma financial information for the combined company.

Rhea-AI Filing Summary

Fox Corporation is moving forward with the planned acquisition of Roku, Inc. and provides detailed historical and unaudited pro forma financial information for the combined company. The transaction values Roku at a preliminary $23.2 billion, consisting of $96.00 in cash and 0.9693 FOX Class A shares for each Roku share, with an estimated $14.6 billion cash component and $8.6 billion in FOX stock.

Pro forma for the year ended June 30, 2026, combined revenue is $22.0 billion and net income attributable to Fox stockholders is $618 million, implying basic EPS of $1.07 versus FOX’s historical $3.91. Borrowings increase from $6.6 billion to $16.4 billion, reflecting assumed use of a $1 billion term loan and $8.8 billion of bridge financing to fund the cash consideration. The preliminary purchase price allocation records $8.5 billion of identifiable intangibles and $13.1 billion of goodwill, with FOX identified as the accounting acquirer.

Positive

• The Roku acquisition adds $5.2 billion of revenue, driving pro forma combined revenue to $22.0 billion for the year ended June 30, 2026, materially increasing Fox’s top line.
• The transaction creates substantial intangible asset value, with a preliminary fair value of identifiable Roku intangibles of $8.5 billion, including trade name, technology and customer relationships.

Negative

• Pro forma basic EPS falls from $3.91 historically for Fox to $1.07 after the Roku acquisition, showing significant earnings dilution per share.
• Total borrowings rise from $6.6 billion to $16.4 billion on a pro forma basis, reflecting heavy reliance on debt financing and higher interest expense of $790 million.
• The deal generates substantial $13.1 billion of goodwill, increasing balance-sheet exposure to potential future impairment if performance does not support the assumed value.

Filing Explained

If completed, FOX would issue 147,632,299 Class A shares; the reported combined results are illustrative, not actual or forecasts.

As a Form 8-K amendment, this filing adds Roku’s historical financial statements and unaudited pro forma information to FOX’s earlier report on the proposed acquisition.

The merger has been agreed but remains subject to closing conditions; if completed, FOX would issue 147,632,299 Class A shares alongside $96.00 in cash per Roku share; that issuance would increase FOX’s share count and reduce existing holders’ percentage ownership absent offsetting changes.

The pro forma tables illustrate the transaction and financing as if they had occurred on specified past dates, but expressly do not represent actual combined results or project future results.

The balance sheet presumes $9.8 billion of financing, while FOX says it expects permanent financing to be in place before accessing the bridge facility and does not expect bridge borrowings.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total Merger Consideration: $23,219 million Cash Consideration: $14,622 million FOX Shares Issued: 147,632,299 shares +5 more

8 metrics

Total Merger Consideration $23,219 million Preliminary estimated consideration for Roku acquisition

Cash Consideration $14,622 million $96.00 per Roku share cash component

FOX Shares Issued 147,632,299 shares FOX Class A shares to be issued as stock consideration

Pro Forma Revenue $22,033 million Year ended June 30, 2026 combined FOX and Roku

Pro Forma Net Income to Fox $618 million Net income attributable to Fox Corporation stockholders

Pro Forma Basic EPS $1.07 Year ended June 30, 2026 after merger and financing

Total Borrowings Pro Forma $16,378 million Including term loan and assumed bridge facility borrowings

Goodwill from Roku Acquisition $13,116 million Preliminary goodwill in purchase price allocation

Key Terms

Merger Consideration, Bridge Facility, Term Loan Facility, Permanent Financing, +2 more

6 terms

Merger Consideration financial

"will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock... (collectively, the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Bridge Facility financial

"lenders committed to provide $12 billion of senior unsecured bridge loans (the “Bridge Facility”)"

A bridge facility is a short-term loan or credit line companies use to cover immediate cash needs while they arrange longer-term financing, sell assets, or complete a larger funding deal. Investors care because it temporarily props up a company’s finances and can signal urgent funding gaps; like a bridge that lets traffic keep moving until a permanent road is built, it reduces short-term default risk but may carry higher cost or dilution if extended.

Term Loan Facility financial

"a senior unsecured term loan facility in an aggregate principal amount of $1 billion (the “Term Loan Facility”)"

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

Permanent Financing financial

"New Senior Unsecured Debt and other long-term financing (the “Permanent Financing”)"

Permanent financing is long-term funding meant to stay in place for the life of an asset or business need, replacing short-term or temporary loans. Think of swapping a temporary ladder for a permanent staircase: it reduces the need to refinance, stabilizes payments and cash flow, and gives investors clearer visibility on interest costs, repayment risk and the company’s ability to fund operations or growth over time.

goodwill financial

"any excess value of the consideration transferred over the acquired net assets will be recognized as goodwill"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

Deferred tax liabilities financial

"Includes a preliminary net deferred tax liability of $870 million"

An accounting entry that records taxes a company will likely have to pay in the future because the way profit is reported for investors (financial accounts) differs from how taxable income is calculated today. It matters to investors because it signals real future cash outflows that will reduce funds available for dividends, debt repayment or investment—think of it as a bill put on layaway that the company still must settle later, affecting valuation and financial strength.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Fox (FOX) acquiring Roku in this filing?

Fox has agreed to acquire Roku for $96.00 in cash plus 0.9693 FOX Class A shares per Roku share. This results in preliminary total Merger Consideration of $23.2 billion, split between $14.6 billion cash and $8.6 billion in stock.

How is Fox (FOX) financing the cash portion of the Roku acquisition?

Fox expects to use a $1 billion senior unsecured term loan, a committed $12 billion bridge facility (pro forma assumes $8.8 billion drawn), and other senior unsecured debt. Net Permanent Financing required is estimated at $9.8 billion after using existing cash.

What does the Roku deal do to Fox’s (FOX) pro forma revenue and earnings?

For the year ended June 30, 2026, pro forma combined revenue is $22.0 billion and net income attributable to Fox stockholders is $618 million. This compares with historical Fox net income of $1,685 million before the transaction.

How does the acquisition affect Fox (FOX) earnings per share?

Pro forma basic EPS is $1.07 and diluted EPS is $1.05 for the year ended June 30, 2026. This is based on pro forma weighted-average basic shares of 578.9 million, including 147.6 million new FOX Class A shares issued to Roku holders.

What balance sheet changes result from the Fox (FOX)–Roku combination?

Pro forma total assets are $42.6 billion, including $11.4 billion of intangible assets and $16.8 billion of goodwill. Total borrowings increase to $16.4 billion, and Fox stockholders’ equity rises to $20.1 billion.

How much goodwill and intangibles arise from the Roku acquisition for Fox (FOX)?

The preliminary purchase price allocation assigns $8.5 billion to identifiable intangible assets and $13.1 billion to goodwill. Intangibles include a trade name, existing technology and customer relationships with useful lives between 7 and 20 years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 07:04 AM Accepted by SEC EDGAR 08/10/2026 - 07:03 AM Learn about SEC filing dates

Fox Corp true 0001754301 0001754301 2026-06-14 2026-06-14 0001754301 us-gaap:CommonStockMember 2026-06-14 2026-06-14 0001754301 us-gaap:CommonClassBMember 2026-06-14 2026-06-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED) June 14, 2026

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware		001-38776		83-1825597
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NO.)		(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.01 per share		FOXA		The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share		FOX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On June 15, 2026, FOX Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”) announcing the proposed acquisition (the “Acquisition”) of Roku, Inc., a Delaware corporation (“Roku”), pursuant to the Agreement and Plan of Merger, dated as of June 14, 2026, by and among the Company, Roku, Falcon Merger Sub 1, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and Falcon Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company. This Current Report on Form 8-K (this “Amendment No. 1”) amends and supplements the Original Report to provide the historical financial statements of Roku and the pro forma financial information required by Item 9.01 of Form 8-K that were omitted from the Original Report as permitted by Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Roku’s audited consolidated balance sheets as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and Roku’s unaudited condensed consolidated balance sheet as of June 30, 2026, the related condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three and six months ended June 30, 2026 and 2025 are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference to this Item 9.01(a).

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company, giving effect to the Acquisition, as of and for the year ended June 30, 2026, is attached hereto as Exhibit 99.3 and incorporated herein by reference to this Item 9.01(b).

The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. 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 in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Company’s acquisition of Roku.

(c) Exhibits

The following exhibits are filed as part of this Amendment No. 1:

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP
99.1		Audited financial statements of Roku, Inc. as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 (incorporated by reference to Item 8 of Roku, Inc.’s Current Report on Form 8-K filed with the SEC on June 18, 2026)
99.2		Unaudited financial statements of Roku, Inc. as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 (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)
99.3		Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended June 30, 2026
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2026				FOX CORPORATION
				By:		/s/ Adam G. Ciongoli
						Name: Adam G. Ciongoli
						Title: Chief Legal and Policy Officer

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.

1

FOX and Roku have different fiscal year ends. Accordingly, Roku’s historical financial information has been aligned with FOX’s reporting and reflects Financing Transaction Accounting Adjustments and Mergers Transaction Accounting Adjustments that are required under Article 11 of Regulation S-X. No Management’s Adjustments have been reflected in the unaudited pro forma condensed combined financial information. All financial data included in the unaudited pro forma condensed combined financial information is presented in millions of U.S. dollars, except per share information, and has been prepared on the basis of generally accepted accounting principles in the United States (“U.S. GAAP”) and FOX’s accounting policies.

The unaudited pro forma condensed combined financial information was prepared using the following financial information:

• The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical audited consolidated balance sheet of FOX as of June 30, 2026 with Roku’s unaudited condensed consolidated balance sheet as of June 30, 2026.

• The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026 combines FOX’s historical audited consolidated statement of operations for the year ended June 30, 2026 with Roku’s historical unaudited consolidated statement of operations, after reclassifications, for the twelve months ended June 30, 2026.

• Roku’s historical unaudited consolidated statement of operations, after reclassifications, for the twelve months ended June 30, 2026 was derived starting with Roku’s audited consolidated statement of operations for the fiscal year ended December 31, 2025, subtracting Roku’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2025, and adding Roku’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2026.

The unaudited pro forma condensed combined financial information has been prepared by FOX and is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Mergers and Financing Transactions been completed as of the dates indicated or that may be achieved in the future. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors,” in the Joint Proxy Statement/Prospectus and the other reports FOX and Roku file with the SEC under the Securities Exchange Act of 1934, as amended.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting pursuant to the provisions of ASC 805, whereby FOX has been identified as the accounting acquirer. FOX was determined to be the accounting acquirer for several reasons, including but not limited to the fact that FOX stockholders are expected to hold the majority of shares of common stock of the combined company outstanding upon completion of the Mergers, as well as the composition of the management team (including the chief executive officer) and board of directors of the combined company. The consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the closing date, and any excess value of the consideration transferred over the acquired net assets will be recognized as goodwill. The assets and liabilities of Roku have been measured based on various preliminary estimates using assumptions that management believes are reasonable, based on information that is currently available. The purchase price allocation is preliminary and based on currently available information, and as a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. As a result, actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information and the differences may be material.

The unaudited pro forma condensed combined financial information should be read in conjunction with the following information:

• The historical audited consolidated financial statements of FOX as of and for the fiscal year ended June 30, 2026 and the related notes included in FOX’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 6, 2026;

• The historical audited consolidated financial statements of Roku as of and for the year ended December 31, 2025 and the related notes included in Roku’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 13, 2026;

• The historical unaudited consolidated financial statements of Roku as of and for the periods ended June 30, 2026 and June 30, 2025 and the related notes included in Roku’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026; and

• The historical audited consolidated financial statements of Roku as of and for the year ended December 31, 2025 and the related notes included in Roku’s Current Report on Form 8-K filed with the SEC on June 18, 2026.

2

Unaudited Pro Forma Condensed Combined Balance Sheet

as of June 30, 2026

(in millions)

		Fox Corporation Historical				Roku, Inc. Historical, After Reclassifications (Note 2)				Financing Transaction Accounting Adjustments				Notes		Mergers Transaction Accounting Adjustments				Notes		Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents		$	4,205			$	2,002			$	9,815			4(a)(b)		$	(14,622	)		4(c)		$	1,400
Receivables, net			3,455				777				—						—						4,232
Inventories, net			487				—				—						—						487
Other			306				820				(43	)		4(b)			—						1,083
Total current assets			8,453				3,599				9,772						(14,622	)					7,202
Non-current assets
Property and equipment, net			1,842				155				—						—						1,997
Intangible assets, net			2,870				42				—						8,458			4(d)			11,370
Goodwill			3,647				309				—						12,807			4(c)(d)(e)(g)			16,763
Deferred tax assets			2,443				19				—						(870	)		4(g)			1,592
Other non-current assets			3,227				448				—						—						3,675
Total assets		$	22,482			$	4,572			$	9,772					$	5,773					$	42,599
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities			2,667				1,258				—						153			4(f)			4,078
Total current liabilities			2,667				1,258				—						153						4,078
Non-current liabilities
Borrowings			6,606				—				9,772			4(a)(b)			—						16,378
Other liabilities			1,395				490				—						—						1,885
Redeemable noncontrolling interests			86				—				—						—						86
Commitments and contingencies
Equity
Class A Common Stock			2				—				—						1			4(h)			3
Class B Common Stock			2				—				—						—						2
Additional paid-in capital			7,274				4,225				—						4,371			4(e)(h)			15,870
Retained earnings (deficit)			4,457				(1,401	)			—						1,248			4(f)(h)			4,304
Accumulated other comprehensive loss			(107	)			—				—						—						(107	)
Total Fox Corporation stockholders’ equity			11,628				2,824				—						5,620						20,072
Noncontrolling interests			100				—				—						—						100
Total equity			11,728				2,824				—						5,620						20,172
Total liabilities and equity		$	22,482			$	4,572			$	9,772					$	5,773					$	42,599

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

3

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended June 30, 2026

(in millions, except per share data)

		Fox Corporation Historical				Roku, Inc. Historical, After Reclassifications (Note 2)				Financing Transaction Accounting Adjustments				Notes				Mergers Transaction Accounting Adjustments				Notes				Pro Forma Combined
Revenues		$	17,126			$	5,209			$	—							$	(302	)			5(c)			$	22,033
Operating expenses			(10,853	)			(4,024	)			—								302				5(c)				(14,575	)
Selling, general and administrative			(2,367	)			(823	)			—								(397	)			5(g)				(3,587	)
Depreciation and amortization			(410	)			(69	)			—								(731	)			5(d)				(1,210	)
Restructuring, impairment and other corporate matters			(151	)			(19	)			—								(153	)			5(e)				(323	)
Equity losses of affiliates			(20	)			—				—								—								(20	)
Interest expense, net			(274	)			90				(606	)			5(a)(b)				—								(790	)
Non-operating other, net			(773	)			24				—								—								(749	)
Income before income tax expense			2,278				388				(606	)							(1,281	)							779
Income tax expense			(551	)			(33	)			149				5(f)				316				5(f)				(119	)
Net income			1,727				355				(457	)							(965	)							660
Less: Net income attributable to noncontrolling interests			(42	)			—				—								—								(42	)
Net income attributable to Fox Corporation stockholders		$	1,685			$	355			$	(457	)						$	(965	)						$	618
EARNINGS PER SHARE DATA
Net income attributable to Fox Corporation stockholders per share:
Basic		$	3.91																				6			$	1.07
Diluted		$	3.84																				6			$	1.05
Weighted-average common shares outstanding:
Basic			431,249,754																				6				578,882,053
Diluted			439,185,842																				6				590,422,473

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

4

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

The accompanying 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 these notes to the unaudited pro forma condensed combined financial information.

FOX and Roku’s historical financial statements were prepared in accordance with U.S. GAAP. As discussed in Note 2, certain reclassifications were made to align the financial statement presentation of FOX and Roku. FOX has performed a preliminary review of Roku’s accounting policies to determine whether differences in accounting policies require adjustment to conform to FOX’s accounting policies. Based on the review completed to date, FOX has not identified any material differences requiring adjustment. As the review is finalized, additional differences may be identified.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with FOX as the accounting acquirer. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recognized and measured at their estimated acquisition-date fair values. The excess of the preliminary estimated Merger Consideration over the estimated fair value of identifiable assets acquired and liabilities assumed, if any, is allocated to goodwill. The preliminary estimated value of the Merger Consideration is based upon (i) the number of shares of FOX Class A Common Stock estimated to be issued to Roku stockholders in the Mergers, calculated as the Exchange Ratio of 0.9693 multiplied by the number of shares of Roku Class A Common Stock and Roku Class B Common Stock outstanding as of July 31, 2026, multiplied by the closing price of the FOX Class A Common Stock as of July 31, 2026, plus (ii) the estimated aggregate cash payment, calculated as the number of shares of Roku Class A Common Stock and Roku Class B Common Stock outstanding as of July 31, 2026, multiplied by the cash consideration of $96.00 per share to be paid by FOX pursuant to the Merger Agreement. The preliminary estimated Merger Consideration also reflects the assumed conversion and settlement of outstanding Roku equity awards pursuant to the Merger Agreement. The final value of the Merger Consideration will be based on the actual shares of FOX Class A Common Stock issued to Roku common stockholders multiplied by the closing price of FOX Class A Common Stock on the last trading day immediately preceding the closing date and the actual cash payments made by FOX. Because the market price of the FOX Class A Common Stock will fluctuate until the closing date, the final Merger Consideration will differ from the preliminary estimate presented herein.

The allocation of the preliminary estimated Merger Consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the preliminary estimated Merger Consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. Accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The final purchase price allocation will be based on the actual net tangible and intangible assets existing at the closing date.

The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that FOX believes are reasonable under the circumstances. The unaudited pro forma condensed combined financial information reflects adjustments to eliminate transactions between FOX and Roku related to the purchase and sale of digital advertising and distribution agreements between the companies. FOX is not aware of any additional material historical transactions between FOX and Roku during the periods presented that require elimination in the unaudited pro forma condensed combined financial information.

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Note 2. Significant Accounting Policies and Reclassification Adjustments

Significant Accounting Policies

During the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align the financial statement presentation of FOX and Roku. FOX has performed a preliminary review of Roku’s accounting policies to determine whether differences in accounting policies require adjustment to conform to FOX’s accounting policies. Based on the review completed to date, FOX has not identified any material differences requiring adjustment. As the review is finalized, additional differences may be identified.

Following the closing of the Mergers, FOX will conduct a more detailed review of Roku’s accounting policies to determine if differences in accounting policies require further reclassification or adjustment of Roku’s results of operations, or reclassification or adjustment of assets or liabilities, to conform to FOX’s accounting policies and presentation. As a result, FOX may identify additional differences between the accounting policies of FOX and Roku that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. In certain cases, the information necessary to evaluate the differences in accounting policies and impacts thereof will not be available until after the Mergers are completed.

The following reclassification adjustments were made to conform the presentation of Roku’s historical consolidated balance sheet as of June 30, 2026 to FOX’s presentation (in millions):

Fox Corporation’s Historical Consolidated Balance Sheet Line Items		Roku, Inc.’s Historical Consolidated Balance Sheet Line Items		Roku, Inc. Historical as of June 30, 2026				Reclassification				Notes		Roku, Inc. Historical After Reclassification as of June 30, 2026
Cash and cash equivalents		Cash and cash equivalents		$	2,002			$	—					$	2,002
		Short-term investments			555				(555	)		(a)			—
Receivables, net		Accounts receivable, net of allowances			777				—						777
Inventories, net					—				—						—
		Inventories			116				(116	)		(c)			—
		Prepaid expenses and other current assets			156				(156	)		(b)(d)			—
Other					—				820			(a)(c)(d)			820
Property and equipment, net		Property and equipment, net			155				—						155
Intangible assets, net		Intangible assets, net			42				—						42
Goodwill		Goodwill			309				—						309
Deferred tax assets					—				19			(l)			19
Other non-current assets		Other non-current assets			70				378			(b)(e)(f)(l)			448
		Operating lease right-of-use assets			238				(238	)		(e)			—
		Content assets, net			152				(152	)		(f)			—
Accounts payable, accrued expenses and other current liabilities					—				1,258			(g)(h)(i)			1,258
		Accounts payable			167				(167	)		(g)			—
		Accrued liabilities			967				(967	)		(h)			—
		Deferred revenue, current portion			124				(124	)		(i)			—
Other liabilities		Other long-term liabilities			79				411			(j)(k)			490
		Deferred revenue, non-current portion			25				(25	)		(j)			—
		Operating lease liability, non-current			386				(386	)		(k)			—
Additional paid-in capital		Additional paid-in capital			4,225				—						4,225
Retained earnings		Accumulated deficit			(1,401	)			—						(1,401	)

(a) Represents a reclassification of $555 million from “Short-term Investments” to “Other.” Historically, FOX classifies short-term investments within “Other.”

(b) Represents a reclassification of $7 million from “Prepaid expenses and other current assets” to “Other non-current assets.”

(c) Represents a reclassification of $116 million from “Inventories” to “Other.” Historically, FOX has recorded the current portion of its content assets within “Inventories, net,” with all other tangible inventory balances, not representing content assets, classified within “Other.”

(d) Represents a reclassification of $149 million from “Prepaid expenses and other current assets” to “Other.”

(e) Represents a reclassification of $238 million from “Operating lease right-of-use assets” to “Other non-current assets.”

(f) Represents a reclassification of $152 million from “Content assets, net” to “Other non-current assets.”

(g) Represents a reclassification of $167 million from “Accounts payable” to “Accounts payable, accrued expenses and other current liabilities.”

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(h) Represents a reclassification of $967 million from “Accrued liabilities” to “Accounts payable, accrued expenses and other current liabilities.”

(i) Represents a reclassification of $124 million from “Deferred revenue, current portion” to “Accounts payable, accrued expenses and other current liabilities.”

(j) Represents a reclassification of $25 million from “Deferred revenue, non-current portion” to “Other liabilities.”

(k) Represents a reclassification of $386 million from “Operating lease liability, non-current” to “Other liabilities.”

(l) Represents a reclassification of $19 million from “Other non-current assets” to “Deferred tax assets.”

The following reclassification adjustments were made to conform the presentation of Roku’s historical consolidated statement of operations for the year ended June 30, 2026, to FOX’s presentation (in millions):

				(A)				(B)				(C)				(A) - (B) + (C)
Fox Corporation’s Historical Consolidated Statement of Operations Line Items		Roku, Inc.’s Historical Consolidated Statement of Operations Line Items		Roku, Inc. Historical Year Ended December 31, 2025				Roku, Inc. Historical Six Months Ended June 30, 2025				Roku, Inc. Historical Six Months Ended June 30, 2026				Roku, Inc. Historical Twelve Months Ended June 30, 2026				Reclassification				Notes		Roku, Inc. Historical After Reclassification Twelve Months Ended June 30, 2026
Revenues		Net revenue		$	4,737			$	2,132			$	2,604			$	5,209			$	—					$	5,209
Operating expenses					—				—				—				—				4,024			(m)(n)(o)			4,024
		Cost of revenue			2,663				1,189				1,365				2,839				(2,839	)		(m)(s)			—
		Research and development			729				363				369				735				(735	)		(n)(t)			—
		Sales and marketing			964				467				445				942				(942	)		(o)(p)(u)			—
Selling, general and administrative					—				—				—				—				823			(p)(q)			823
		General and administrative			386				194				227				419				(419	)		(q)(r)(v)			—
Depreciation and amortization					—				—				—				—				69			(s)(t)(u)(v)			69
Restructuring, impairment and other corporate matters					—				—				—				—				19			(r)			19
Interest expense, net		Interest expense			(2	)			(1	)			(1	)			(2	)			92			(w)			90
Non-operating other, net		Other income, net			101				46				61				116				(92	)		(w)			24
Income tax expense		Income tax expense			6				(19	)			8				33				—						33

(m) Represents a reclassification of $2.8 billion from “Cost of revenue” to “Operating expenses.”

(n) Represents a reclassification of $734 million from “Research and development” to “Operating expenses.”

(o) Represents a reclassification of $457 million from “Sales and marketing” to “Operating expenses” to reflect the nature of the underlying costs, which primarily relate to activities supporting growth and engagement, and to drive sales of licensed Roku TV partners’ products to consumers through retail distribution channels.

(p) Represents a reclassification of $468 million from “Sales and marketing” to “Selling, general and administrative” to reflect the nature of the underlying costs, which primarily relate to activities supporting the sale of Roku’s products and services.

(q) Represents a reclassification of $355 million from “General and administrative” to “Selling, general and administrative.”

(r) Represents a reclassification of $19 million from “General and administrative” to “Restructuring, impairment and other corporate matters.”

(s) Represents a reclassification of $6 million from “Cost of revenue” to “Depreciation and amortization” to present separately depreciation and amortization expense previously included within “Cost of revenue.”

(t) Represents a reclassification of $1 million from “Research and development” to “Depreciation and amortization” to present separately depreciation and amortization expense previously included within “Research and development.”

(u) Represents a reclassification of $17 million from “Sales and marketing” to “Depreciation and amortization” to present separately depreciation and amortization expense previously included within “Sales and marketing.”

(v) Represents a reclassification of $45 million from “General and administrative” to “Depreciation and amortization” to present separately depreciation and amortization expense previously included within “General and administrative.”

(w) Represents a reclassification of $92 million from “Other income, net” to “Interest expense, net.”

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Note 3. Preliminary Purchase Price Allocation

Estimated Merger Consideration

The preliminary estimated Merger Consideration is based on the estimated number of Roku shares outstanding that are expected to be converted pursuant to the Merger Agreement and the closing price of the FOX Class A Common Stock as of the most recent practicable date prior to the filing of the Joint Proxy Statement/Prospectus. The estimated number of Roku shares outstanding and the closing price of FOX Class A Common Stock presented in the unaudited pro forma condensed combined financial information have each been determined based on information available as of the most recent practicable date. The final Merger Consideration will be determined based on the actual number of Roku shares outstanding as of immediately prior to the Effective Time and the closing price of FOX Class A Common Stock on the last trading day immediately preceding the closing date. Accordingly, the preliminary estimated Merger Consideration could differ materially from the amounts reflected in the unaudited pro forma condensed combined financial information.

The following table presents the preliminary estimated Merger Consideration:

(Amounts in millions, except per share amounts)
Roku shares outstanding			148,393,717
Partially vested Roku RSUs			271,887
Vested Roku options			3,642,555
Total Roku shares expected to be converted into Merger Consideration (1)			152,308,159
Exchange Ratio			0.9693
Total FOX Class A Common Stock to be issued			147,632,299
Total FOX Class A Common Stock to be issued			147,632,299
FOX Class A Common Stock price (2)		$	58.23
Total preliminary stock consideration		$	8,597
Total Roku shares expected to be converted into Merger Consideration (1)			152,308,159
Per Share Cash Consideration		$	96.00
Cash consideration (3)		$	14,622
Total preliminary estimated Merger Consideration		$	23,219
(1)   Represents the number of Roku shares outstanding, partially vested RSUs, and vested options that are expected to be converted into the right to receive Merger Consideration pursuant to the Merger Agreement. This estimate is based on Roku shares outstanding as of July 31, 2026, the most recent practicable date. (2)   Represents the closing market price of FOX Class A Common Stock as of July 31, 2026, which has been used in estimating the preliminary stock consideration. (3)   Represents the cash consideration payable pursuant to the Merger Agreement based on $96.00 per Roku share.

The equity portion of the Merger Consideration will depend on the market price of the FOX Class A Common Stock when the acquisition is consummated. A hypothetical 10% fluctuation in the market price of the FOX Class A Common Stock is reasonably possible based on historical volatility, and an illustration of the potential effect on Merger Consideration would be:

		FOX Class A Common Stock price				Merger Consideration (in millions)
As presented		$	58.23			$	23,219
10% increase			64.05				24,078
10% decrease			52.41				22,359

Preliminary Purchase Price Allocation

The preliminary estimated Merger Consideration presented above has been allocated to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The preliminary purchase price allocation has been prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recognized and measured at their estimated acquisition-date fair values.

The preliminary purchase price allocation is based on information currently available and assumptions that FOX believes are reasonable. The final purchase price allocation will be based on the final acquisition date fair values of the identifiable assets acquired and liabilities assumed as of the closing date and may differ materially from the preliminary allocation reflected below as additional information becomes available and further analyses are completed.

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The following table presents the preliminary allocation of the estimated Merger Consideration to the identifiable assets acquired and liabilities assumed of Roku based on their preliminary estimated fair values as of June 30, 2026.

(Amounts in millions)		As of June 30, 2026
Current assets
Cash and cash equivalents			2,002
Receivables			777
Other			820
Total current assets		$	3,599
Non-current assets
Property and equipment			155
Intangible assets			8,500
Deferred tax assets			19
Other non-current assets			448
Total assets, excluding goodwill		$	12,721
Current liabilities
Accounts payable, accrued expenses and other current liabilities			1,258
Total current liabilities		$	1,258
Non-current liabilities
Deferred tax liabilities (1)			870
Other liabilities			490
Total liabilities		$	2,618
Net assets acquired			10,103
Goodwill			13,116
Preliminary fair value of total estimated Merger Consideration		$	23,219
(1)   Includes a preliminary net deferred tax liability of $870 million, consisting of a $2.0 billion deferred tax liability primarily arising from the acquisition-date fair value step-up of identifiable intangible assets, partially offset by a $1.1 billion reduction to Roku’s historical valuation allowance based on FOX’s assessment of the realizability of the acquired deferred tax assets as of the closing date. The resulting net deferred tax liability is reflected as a corresponding increase to preliminary goodwill.

Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined balance sheet as of June 30, 2026:

Financing Transaction Accounting Adjustments

The financing transaction accounting adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are primarily comprised of the impact of borrowings of $999 million under the Term Loan Facility, net of $1 million of debt issuance costs, and presumed borrowings under the Bridge Facility of $8.8 billion, net of capitalized fees of $62 million, for a total presumed borrowings of $9.8 billion. In connection with any debt financing incurred or intended to be incurred by FOX for purposes of financing the Mergers, FOX will use its reasonable best efforts to arrange and obtain Permanent Financing, and Roku has agreed to use its reasonable best efforts to cooperate in such efforts by FOX. FOX anticipates that the Permanent Financing will be in place before the Bridge Facility needs to be accessed.

(a) Represents borrowings of $999 million under the Term Loan Facility, net of $1 million of debt issuance costs, which will be used to pay a portion of the cash consideration and related transaction costs in connection with the Mergers.

(b) Represents $8.8 billion, net of capitalized fees of $62 million, related to presumed borrowings under the Bridge Facility necessary to fund the Mergers and anticipating approximately $1.4 billion in cash available upon completion of the Mergers to be used in future operations of the combined company. FOX has presented the presumed borrowings as long-term within “Borrowings” in the unaudited pro forma condensed combined balance sheet as FOX plans to seek Permanent Financing prior to the closing date. The proceeds from the New Senior Unsecured Debt are expected to eliminate the need for any borrowings under the Bridge Facility. Additionally, the FOX historical balance sheet as of June 30, 2026, has been adjusted to reclassify the $43 million of fees capitalized in connection with entering into the Bridge Commitment Letter from “Other” to “Borrowings.” The capital structure remains under review by FOX and will be finalized prior to the completion of the Mergers and is expected to include certain Roku short-term time deposits currently reflected within “Other” in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, after reclassifications. Actual cash amounts may vary from the amounts disclosed herein.

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Mergers Transaction Accounting Adjustments

(c) Represents an adjustment of $14.6 billion to decrease the amount of cash and cash equivalents, which was determined as follows:

(Amounts in millions)		As of June 30, 2026
Cash consideration transferred (1)		$	14,622
Transaction costs (2)			—
Pro forma net adjustment to cash and cash equivalents		$	14,622
(1)   Represents the estimated cash consideration transferred to Roku stockholders of $96.00 per outstanding share of Roku Class A Common Stock and Roku Class B Common Stock pursuant to the Merger Agreement (See Note 3). (2)   Represents the incremental cash payment for estimated FOX transaction costs expected to be paid at the closing date in connection with the Mergers. This adjustment reflects only transaction costs not previously accrued in FOX’s historical financial statements. For purposes of the unaudited pro forma condensed combined balance sheet, no transaction costs have been assumed as required to be paid at the closing date; however, FOX will continue to assess the nature and terms of any transaction costs as they are incurred.

The net Permanent Financing required to effect the Mergers is as follows:

(Amounts in millions)		As of June 30, 2026
Fox Corporation Historical – Cash and cash equivalents		$	4,205
Roku, Inc. Historical, After Reclassifications – Cash and cash equivalents (1)			2,002
Less: Cash required to fund estimated cash Merger Consideration (Note 3)			14,622
Less: Cash available upon completion of the Mergers to be used in future operations			1,400
Net resulting Permanent Financing required to effect the Mergers		$	9,815
(1)   The Roku cash and cash equivalents do not include short-term time deposits of $550 million, which will mature in the next six months and are currently reflected in “Other.”

(d) Represents an adjustment of $8.5 billion to intangible assets acquired from Roku expected to be recognized in connection with the Mergers, consisting of the following:

(Amounts in millions)		Estimated Useful Life (in years)		Preliminary Fair Value
Trade name		20			2,400
Existing technology		7			2,100
Customer relationships		12			4,000
Total fair value of Roku’s identifiable intangible assets				$	8,500
Less: Roku’s historical intangible assets					42
Pro forma adjustment to intangible assets				$	8,458

The fair value estimates for all identifiable intangible assets are preliminary and are based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The final fair value determination for identifiable intangibles may differ materially from this preliminary determination.

The preliminary fair value of Roku’s identifiable intangible assets includes finite-lived intangible assets. The fair value assigned to intangible assets has been estimated based on third-party preliminary valuation studies utilizing income-based methodologies. The preliminary estimates and related useful lives are subject to refinement as additional information becomes available and the valuation procedures are completed. For purposes of the unaudited pro forma condensed combined financial information, leases, personal property, content assets (owned and licensed), deferred revenue, and inventory are presented at their respective historical book values, as management has determined that the carrying amounts of these assets and liabilities approximate their respective fair values. The final fair value, useful lives and resulting amortization may differ materially from the preliminary estimates reflected in the unaudited pro forma condensed combined financial information.

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(e) Represents the recognition of the preliminary goodwill of $12.8 billion associated with the Mergers. Goodwill represents the estimated Merger Consideration in excess of fair value of the underlying identifiable net assets acquired.

(Amounts in millions)		As of June 30, 2026
Goodwill per preliminary purchase price allocation		$	13,116
Less: Historical Roku Goodwill			309
Net pro forma transaction adjustment to Goodwill		$	12,807

(f) Represents an adjustment to accrue FOX’s incremental estimated transaction costs of $153 million expected to be incurred in connection with the Mergers. This adjustment reflects only transaction costs not previously accrued in the historical financial statements. These costs are non-recurring and are not expected to have a continuing impact on FOX’s operating results in future periods.

(g) Represents an adjustment of $870 million to increase the net deferred tax liability for temporary differences between the book and tax basis as a result of the preliminary purchase price allocation. The adjustment consists of a $2.0 billion increase to the deferred tax liability primarily arising from the acquisition-date fair value step-up of identifiable intangible assets, partially offset by a $1.1 billion reduction to Roku’s historical valuation allowance.

As part of the preliminary acquisition accounting, FOX reassessed Roku’s deferred tax assets and the related valuation allowance based on the facts and circumstances existing as of the closing date, including expected sources of taxable income of the combined company. Based on this assessment, FOX preliminarily determined that Roku’s historical valuation allowance was no longer required.

A blended federal and state statutory rate of 24.66% was used in establishing the deferred tax liability. The purchase price allocation, including the related deferred tax balances, is preliminary and based on management’s current estimates and assumptions. The final purchase price allocation may differ from these preliminary estimates as additional information becomes available and the valuation of the acquired assets and assumed liabilities is completed.

(h) The following table summarizes the transaction accounting adjustments impacting the historical equity balances of Roku:

Adjustments to Roku Equity: Represents the elimination of Roku’s historical equity balances as of June 30, 2026.

(Amounts in millions)		Adjustments to Roku Equity				Transaction Costs (1)				Total Transaction Accounting Adjustments
Common stock		$	1				—				1
Additional paid-in capital (2)			4,371				—				4,371
Retained earnings			1,401				(153	)			1,248
Accumulated other comprehensive income (loss)			—				—				—
Pro forma net adjustment to equity		$	5,773				(153	)			5,620
(1)   Transaction Costs: Represents $153 million of FOX’s estimated incremental transaction costs expected to be incurred in connection with the Mergers which have been reflected as a decrease in retained earnings. This adjustment reflects only transaction costs not previously accrued in the historical financial statements. (2)   Additional paid-in capital: Reflects net adjustment to eliminate Roku’s historical additional paid-in capital of $4.2 billion and to record the issuance of $8.6 billion of FOX Class A Common Stock as Merger Consideration.

Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026, as follows:

Financing Transaction Accounting Adjustments

(a) Represents an adjustment to interest expense related to borrowings under the $1 billion Term Loan Facility, including contractual interest and the amortization of debt issuance costs. The Term Loan Facility has an assumed interest rate of 5.5%.

(Amounts in millions)		Year Ended June 30, 2026
Interest expense on the Term Loan Facility		$	55
Amortization of capitalized debt issuance costs			—
Pro forma adjustment to interest expense		$	55

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(b) Represents an adjustment to interest expense related to the borrowings under the Bridge Facility, including the contractual interest, commitment fee in order to maintain access to the Bridge Facility, and the amortization of capitalized fees incurred in connection with the execution of the Bridge Commitment Letter. The Bridge Facility has an assumed interest rate of 5.5%. In connection with any debt financing incurred or intended to be incurred by FOX for purposes of financing the Mergers, FOX will use its reasonable best efforts to arrange and obtain New Senior Unsecured Debt, and Roku has agreed to use its reasonable best efforts to cooperate in such efforts by FOX. FOX anticipates that the New Senior Unsecured Debt will be in place before the Bridge Facility needs to be accessed.

(Amounts in millions)		Year Ended June 30, 2026
Interest expense on the drawn Bridge Facility		$	486
Amortization of capitalized fees incurred in connection with the execution of the Bridge Commitment Letter and commitment fee on undrawn Bridge Facility			65
Pro forma adjustment to interest expense		$	551

FOX’s historical statement of operations for the year ended June 30, 2026, includes expenses associated with the Bridge Commitment Letter. The pro forma adjustment includes only the incremental amount not already reflected in FOX’s historical financial information.

Mergers Transaction Accounting Adjustments

(c) Represents the elimination of transactions between FOX and Roku of $302 million related to the purchase and sale of digital advertising and distribution agreements between the companies.

(d) Reflects the estimated incremental amortization expense of $753 million for the year ended June 30, 2026, resulting from the preliminary fair value step-up of acquired intangible assets. This adjustment is offset by the elimination of $22 million of historical Roku amortization expense for the year ended June 30, 2026, resulting in a net incremental amortization adjustment of $731 million. Refer to the summary of amortization by component below:

(Amounts in millions)		Year Ended June 30, 2026
Amortization expense based on preliminary fair value of acquired intangible assets		$	753
Elimination of Roku historical amortization expense			(22	)
Pro forma adjustment to amortization expense		$	731

(e) Represents an adjustment to record FOX’s estimated transaction costs of $153 million expected to be incurred in connection with the Mergers. These costs are non-recurring and are not expected to have a continuing impact on FOX’s operating results in future periods.

(f) A blended federal and state statutory rate of 24.66% for the year ended June 30, 2026, has been assumed and applied only to the pro forma adjustments. The historical financial information reflects FOX’s and Roku’s historical reported amounts and has not been adjusted to reflect this assumed tax rate. The blended tax rate is not necessarily indicative of the effective tax rate of FOX. Further, as preliminary assessments are ongoing, no adjustments have been recorded related to tax deduction limitations for transaction costs.

(g) Represents the incremental compensation expense of $397 million expected to be recognized subsequent to the closing of the Mergers related to the modification of Roku’s outstanding RSUs and options. The adjustment reflects the estimated incremental fair value attributable to the modified, unvested awards, which will be recognized over the respective remaining requisite service periods.

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Note 6. Pro Forma Earnings Per Share

The unaudited pro forma combined basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of FOX. The following table summarizes the computation of the unaudited pro forma basic and diluted earnings per share:

(Amounts in millions, except per share amounts)		Year Ended June 30, 2026
Numerator:
Pro forma net income		$	660
Pro forma net income attributable to common shareholders		$	618
Denominator - Basic:
Historical FOX weighted average shares of common stock outstanding			431,249,754
Class A Common Stock issuance			147,632,299
Pro forma weighted average shares outstanding - Basic			578,882,053
Pro Forma earnings per share - Basic		$	1.07
Denominator - Diluted:
Historical FOX weighted average shares of common stock outstanding—Diluted			439,185,842
Class A Common Stock issuance			147,632,299
Converted unvested awards outstanding - Diluted			3,604,332
Pro forma weighted average shares outstanding - Diluted			590,422,473
Pro Forma earnings per share - Diluted		$	1.05

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Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.3 EX-99.3 272.6 KB

Financial & Certifications

• EX-23.1 EX-23.1 1.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB