MURDOCH LACHLAN K reported acquisition or exercise transactions in this Form 4 filing.
Fox Corp reported that Executive Chair and CEO Lachlan K. Murdoch received a grant of 147,247 Performance Stock Units. Each unit represents a contingent right to receive one share of Class A Common Stock upon vesting. The units were originally awarded in August 2023 and were granted after achievement of pre-determined performance measures over a three-year performance period. They are scheduled to vest in Class A shares on August 15, 2026, and Murdoch’s direct holdings of these units now total 147,247.
Fox Corporation filed an automatic shelf registration allowing it to offer from time to time a mix of debt securities, Class A common stock, Class B common stock and preferred stock. Specific amounts, pricing and uses of proceeds will be detailed in future prospectus supplements or free writing prospectuses.
The filing describes broad terms for unsecured senior and subordinated debt, including optional and mandatory redemptions, a Change of Control Triggering Event that would typically require a repurchase offer at 101% of principal plus interest, limitations on certain liens and the possibility of subsidiary guarantees if large public debt is guaranteed by subsidiaries.
Fox outlines its dual-class capital structure and governance, including authorized share counts, voting differences between Class A and Class B shares, a stockholders agreement that caps Murdoch-related voting power in Class B at 44%, and various anti-takeover and transfer restrictions. The forward-looking statements section notes the Company’s proposed acquisition of Roku, Inc. as one of several subjects of forward-looking discussion, emphasizing related risks and uncertainties.
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.
Fox Corporation is registering shares of FOX Class A Common Stock to acquire Roku, Inc. through a two-step merger in which Roku becomes a wholly owned subsidiary. Each share of Roku Common Stock will be converted into (a) 0.9693 share of FOX Class A Common Stock and (b) $96.00 in cash, together the Merger Consideration, with cash paid in lieu of fractional FOX shares. Based on FOX Class A’s $68.30 closing price on June 11, 2026, this implied a total value of $162.20 per Roku share.
The exchange ratio is fixed and is only adjustable in limited cases relating to appraisal (Dissenting Shares). Roku equity awards and options will be converted into a mix of FOX stock-based awards and cash under specified formulas. Completion requires approval of the stock issuance by holders of FOX Class B Common Stock and adoption of the Merger Agreement by Roku stockholders at separate virtual special meetings. FOX and Roku expect the combined structure to qualify as a tax “reorganization” under Section 368(a) of the Internal Revenue Code, based on counsel’s opinion.
State Street Corporation reports a significant ownership stake in FOX Corp common stock. State Street and its investment adviser affiliates beneficially own 17,474,836 shares, representing 8.8% of the class. All voting and dispositive authority is reported as shared, with no sole power.
State Street has shared voting power over 13,653,582 shares and shared dispositive power over 17,464,395 shares, with various State Street Global Advisors entities identified as the relevant investment adviser subsidiaries. No other persons are identified as having rights to dividends or sale proceeds related to more than 5% of this class.
Fox Corporation is a U.S.-focused news, sports and entertainment company operating four segments: Cable Network Programming, Television, Credible and the FOX Studio Lot. Its portfolio includes FOX News Media, FOX Sports, the FOX broadcast network, AVOD service Tubi, 29 TV stations and new subscription streamer FOX One.
Fox has agreed to acquire Roku in a cash-and-stock merger, offering $96.00 in cash and 0.9693 FOX Class A share per Roku share, with a fixed exchange ratio. The transaction is subject to stockholder approvals and antitrust and investment-screening clearances and includes reciprocal approximately $866 million termination fees plus an additional approximately $1.2 billion fee if certain regulatory approvals are not obtained.
The company highlights an attractive financial profile, ending fiscal 2026 with approximately $4.2 billion of cash and returning approximately $2.3 billion to shareholders, including a $1.5 billion accelerated share repurchase. Tubi streamed over 13 billion hours and averaged about 2.2% of U.S. television viewing, while Fox also maintains strategic stakes in Flutter and the United Football League and employs around 10,550 people.
Fox Corporation reported strong fourth quarter and full-year results for the period ended June 30, 2026. Fourth quarter revenue was $4.21 billion, up 28% year over year, with net income of $696 million and Adjusted EBITDA of $1.20 billion. Adjusted net income attributable to stockholders rose to $765 million or $1.79 per share.
For fiscal 2026, revenue reached $17.13 billion, up 5%, and Adjusted EBITDA was $3.91 billion, up 8%. Net income was $1.73 billion, while Adjusted net income attributable to stockholders increased to $2.38 billion or $5.42 per share. Management highlighted contributions from the FIFA Men’s World Cup, growth at Tubi, the launch of FOX One, and the announced acquisition of Roku. The board increased the semi-annual dividend to $0.29 per share and continued share repurchases, bringing cumulative buybacks to $6.7 billion of Class A and $1.9 billion of Class B stock.
Fox Corp Chief Legal and Policy Officer Adam G. Ciongoli exercised restricted stock units into 26,883 shares of Class A Common Stock. Of these, 10,523 shares were delivered at $50.39 per share to cover tax obligations, leaving him with 52,338 directly held shares. The RSUs vested in stages through June 30, 2026.
Fox Corporation entered into a new senior unsecured term loan credit agreement providing a $1.0 billion term loan facility to help finance its pending acquisition of Roku, Inc. The loan will fund only if the Roku acquisition closes and other customary conditions are met.
The term loan will mature two years after the acquisition is consummated and funded, and Fox can prepay it or terminate commitments at any time. The agreement also allows up to an additional $1.0 billion of term loans, includes a commitment fee on unused commitments starting October 12, 2026, and requires Fox to maintain an operating income leverage ratio of 4.5 to 1.0, with limited step-up flexibility for material acquisitions.
Cruden 2, LGC Holdco, Michael Roberson and Lachlan K. Murdoch filed an amended Schedule 13D updating their large ownership position in Fox Corporation’s Class B common stock and describing new commitments related to Fox’s planned acquisition of Roku, Inc.
The filing shows Cruden 2 and LGC Holdco each beneficially own 85,372,810 Class B shares, or about 38.7% of the outstanding Class B stock, with Cruden 2 as sole manager of LGC Holdco. Michael Roberson, as managing director of Cruden 2, may be deemed to share voting and dispositive power over these shares, while Lachlan K. Murdoch may be deemed to beneficially own 85,374,762 Class B shares, including those held by LGC Holdco, though he disclaims beneficial ownership.
The amendment explains that Cruden 2 and LGC Holdco entered into a Voting and Support Agreement with Roku in connection with Fox’s Agreement and Plan of Merger to acquire Roku. Under this agreement, they commit to vote all of their Class B shares for approval of the issuance of Fox Class A shares needed to complete the Roku acquisition and against competing deals, and they agree not to transfer their Class B shares before that stockholder vote, subject to limited exceptions.