Fox Corporation filed an 8-K current report on September 9, 2026, disclosing that the U.S. Department of Justice issued a Second Request for additional information related to its pending merger with Roku, Inc., announced on June 14, 2026.

Key Highlights

  • Second Request issued: On September 8, 2026, FOX and Roku each received a request for additional information and documentary material from the DOJ in connection with its review of the proposed mergers.
  • HSR waiting period extended: The Second Request extends the HSR Act waiting period until 30 days after both FOX and Roku have substantially complied, unless terminated earlier by the DOJ or extended by agreement.
  • Merger agreement dated June 14, 2026: Fox Corporation entered into an Agreement and Plan of Merger with Roku under a two-step structure involving Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC.
  • Expected closing timeline: FOX expects the mergers to be consummated by the first half of calendar year 2027, subject to regulatory and stockholder approvals.
  • Proxy statement effective: The Form S-4 registration statement was declared effective by the SEC on September 1, 2026, and the definitive joint proxy statement/prospectus was filed and mailed to stockholders on or about that same date.
  • Two share classes registered: Fox Corporation's Class A Common Stock trades as NASDAQ:FOXA and Class B Common Stock trades as NASDAQ:FOX, both on the Nasdaq Global Select Market.

DOJ Review Extends Timeline for Fox-Roku Combination

According to the filing, Fox Corporation, a Delaware corporation, entered into an Agreement and Plan of Merger with Roku, Inc. on June 14, 2026. The transaction is structured as a two-step merger: first, Falcon Merger Sub 1, Inc. merges with and into Roku, with Roku surviving as a wholly owned subsidiary of FOX; second, Roku immediately merges with and into Falcon Merger Sub 2, LLC, with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of FOX. The filing states that FOX shares of Class A common stock would be issued to Roku stockholders in connection with the proposed transaction.

The filing disclosed that on September 8, 2026, as the company characterized it "as expected," both FOX and Roku received a Second Request from the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Second Request has the effect of extending the mandatory HSR waiting period until 30 days after both parties have substantially complied with the information demand, unless the DOJ terminates the waiting period earlier or the parties agree to a further extension. The filing states that "FOX and Roku will continue to work cooperatively with the DOJ in its review of the Mergers."

FOX disclosed that it expects the mergers to close by the first half of calendar year 2027, conditioned on expiration or termination of the HSR waiting period, stockholder approvals from both FOX and Roku, and the satisfaction or waiver of other customary closing conditions. The filing notes that a definitive joint proxy statement/prospectus was filed with the SEC and mailed to stockholders of both companies on or about September 1, 2026. The filing also contains forward-looking statements, which the company identifies as subject to risks and uncertainties that may cause actual results to differ materially from current expectations.

What Was Disclosed

Fox Corporation's 8-K, filed September 9, 2026 and reporting an event of September 8, 2026, disclosed receipt of a DOJ Second Request related to the pending two-step merger with Roku, Inc., extending the HSR Act waiting period and pushing the expected closing to the first half of calendar year 2027.