Fox Corp (FOX) disclosed that Executive Chair and CEO Lachlan K. Murdoch reported paired transactions in Class A Common Stock on September 15, 2026. He sold 149,934 shares at $68.53 per share from his direct holdings and, at the same price and share amount, the LKM Family Trust purchased those shares. The trust, administered by an independent trustee for the benefit of Murdoch, his immediate family members and certain charitable organizations, now holds 1,401,713 shares indirectly for him, while his direct holdings decreased to 152 shares. No Rule 10b5-1 trading plan is reported.
Fox Corp (FOX) reported that the U.S. Department of Justice issued a “Second Request” for additional information on September 8, 2026 in connection with the planned two-step merger in which Roku, Inc. would become a wholly owned subsidiary of Fox. This Second Request, made under the Hart-Scott-Rodino Antitrust Improvements Act, extends the antitrust waiting period until 30 days after both companies substantially comply, unless terminated earlier. Fox states it will continue to cooperate with the DOJ and still expects the Roku acquisition to close by the first half of 2027, subject to expiration or termination of the HSR waiting period, shareholder approvals at both companies, and other customary closing conditions. Fox also notes that its Form S-4 registration statement, including the joint proxy statement/prospectus for the transaction, was declared effective by the SEC on September 1, 2026 and has been mailed to stockholders.
Fox Corp (FOX) reported that, in connection with its pending acquisition of Roku, Inc., both companies received a “Second Request” for additional information from the U.S. Department of Justice on September 8, 2026 under the Hart-Scott-Rodino Antitrust Improvements Act. Issuance of the Second Request extends the antitrust waiting period until 30 days after both Fox and Roku have substantially complied, unless the DOJ terminates it earlier or the parties agree to a further extension. Fox and Roku state they will continue to cooperate with the DOJ’s review and still expect the two-step merger structure to close by the first half of calendar year 2027, subject to expiration or termination of the HSR waiting period, other customary closing conditions, and approvals by Fox and Roku stockholders.
Fox Corp (FOX) has filed a joint proxy statement/prospectus for the proposed acquisition of Roku, Inc. through a two-step merger in which Roku will become a wholly owned subsidiary of FOX. Under the Merger Agreement, each share of Roku Class A or Class B common stock will be converted at closing into 0.9693 shares of FOX Class A common stock plus $96.00 in cash, subject to tax withholding and cash in lieu of fractional FOX shares.
The stock portion has a fixed Exchange Ratio of 0.9693; its value will vary with FOX’s share price until completion. Based on FOX Class A prices, the implied value per Roku share was $162.20 on June 11, 2026 and $161.16 on August 27, 2026. After the mergers, former Roku stockholders are expected to own approximately 27% of outstanding FOX common stock and existing FOX stockholders about 73%, using shares and stock-based awards outstanding on August 27, 2026.
Completion requires approval of the stock issuance by holders of FOX Class B common stock and approval of the Merger Agreement by Roku stockholders at virtual special meetings on October 14, 2026. Both boards unanimously approved the Merger Agreement and recommend their stockholders vote in favor. Legal counsel to Roku has opined that the mergers should qualify as a tax-deferred reorganization for U.S. holders, subject to the detailed conditions and risks described in the filing.
Fox Corp (symbol FOX) has filed an amended Form S-4 to register shares of FOX Class A Common Stock to be issued as part of its proposed acquisition of Roku, Inc. via a two-step merger structure. Falcon Merger Sub 1, Inc. will merge into Roku, which will then merge into Falcon Merger Sub 2, LLC, leaving Merger Sub 2 as a wholly owned FOX subsidiary.
For each share of Roku Class A or Class B common stock outstanding immediately before the effective time, Roku stockholders will receive merger consideration of 0.9693 shares of FOX Class A Common Stock plus $96.00 in cash, subject to tax withholding and cash in lieu of fractional FOX shares. Based on FOXA’s Nasdaq closing prices, the implied value per Roku share was $162.20 on June 11, 2026 and $163.07 on August 17, 2026.
After completion, former Roku stockholders are anticipated to own approximately 27% of outstanding FOX common stock and existing FOX stockholders about 73%, based on securities outstanding as of August 17, 2026. The transaction requires approval of FOX Class B stockholders for the stock issuance and approval of Roku stockholders for the merger agreement, each at separate virtual special meetings. Both boards unanimously approved the merger and recommend voting in favor of the respective proposals.
Fox Corp (ticker FOX) reported that Chief Financial Officer Steven Tomsic exercised equity awards into Class A Common Stock and had shares withheld to cover costs. On August 15, 2026, he exercised restricted stock units and performance stock units for a total of 79,870 shares of Class A Common Stock, with each unit representing one share. On the same date, 40,020 shares of Class A Common Stock were delivered or withheld at $69.04 per share for payment of exercise price or tax liability. Several restricted stock unit awards vest in one-third tranches across 2024–2028 as described in the vesting footnotes.
Fox Corp (ticker FOX) reported that Chief Legal and Policy Officer Adam G. Ciongoli converted vested restricted stock units into Class A Common Stock on August 15, 2026. Three RSU tranches totaling 49,887 units were exercised into an equivalent number of Class A shares, reflecting previously granted equity awards with multi-year vesting schedules. In connection with these exercises, a total of 25,052 Class A shares were delivered or withheld at $69.04 per share for payment of exercise price or tax liability. The filing’s Rule 10b5-1 checkbox was not selected.
Fox Corp (FOX) executive John Nallen, President and COO, reported multiple equity award-related transactions in Class A Common Stock on August 15, 2026. He exercised restricted and performance stock units into common shares and had shares delivered or withheld to pay the exercise price or tax liabilities at specified values. After these transactions, 295,508 Class A shares are reported as held indirectly by trusts.
Fox Corp (FOX) reported that Executive Chair and CEO Lachlan K. Murdoch exercised equity awards into Class A Common Stock on August 15, 2026. He converted an aggregate of 292,881 stock units (restricted and performance) into an equivalent number of Class A shares. In separate code F transactions, 142,947 shares of Class A Common Stock were delivered or withheld at $69.04 per share for payment of exercise price or tax liability. An indirect holding entry shows 1,251,779 Class A shares held by the LKM Family Trust.