Form 8-K · Current report
Fox Corporation 8-K, filed Oct 6, 2026
- Filed
- CIK
- 0001754301
- Accession no.
- 0001193125-26-415558
Summary
Fox Corporation amended its joint proxy statement/prospectus for its proposed merger with Roku, adding details about Morgan Stanley's advisory fees, after a purported Fox stockholder filed a Delaware class action challenging the registration statement and seeking to enjoin the October 14 special meetings and the merger. Fox denied the claims and said the supplement was not an admission of legal necessity or materiality.
Key points
- Fox and Roku entered a June 14, 2026 merger agreement under which two Fox subsidiaries would merge with Roku, leaving Roku a wholly owned Fox subsidiary.
- A putative class action, Andrew Thompson v. Fox Corporation, filed August 28, 2026 in Delaware Chancery Court, alleges Fox directors breached fiduciary duties over alleged omissions in the registration statement and seeks to enjoin the October 14 special meetings and the merger, or rescission or damages if the merger is completed.
- Fox denied the allegations and said no supplemental disclosure was legally required, but voluntarily amended the joint proxy statement/prospectus to avoid delaying the merger.
- The supplement states Fox agreed to pay Morgan Stanley $30 million for advisory services, with $5 million payable on signing and $25 million contingent on closing, and estimates $43 million to $50 million in related financing fees.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 8.01Other Events
From the filing
Item 8.01. Other Events. As previously announced, on June 14, 2026, Fox Corporation, a Delaware corporation (“FOX”), entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise amended from time to time, the “Merger Agreement”) with Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of FOX (“Merger Sub 1”), Falcon Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of FOX (“Merger Sub 2”), and Roku, Inc., a Delaware corporation (“Roku”), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the “First…
An excerpt of the text as filed with the SEC, cut for length.
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