Roku, Inc. 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 review of the proposed merger between Roku and Fox Corporation.

Key Highlights

  • DOJ Second Request issued: On September 8, 2026, both Roku and Fox Corporation received a request for additional information and documentary material from the U.S. Department of Justice in connection with its review of the proposed mergers.
  • Merger agreement origin: Roku entered into the Agreement and Plan of Merger with Fox Corporation on June 14, 2026, under which Roku would become a wholly owned subsidiary of Fox.
  • Extended HSR waiting period: The Second Request extends the Hart-Scott-Rodino Act waiting period until 30 days after both companies have substantially complied, unless terminated earlier by the DOJ or by mutual agreement.
  • Anticipated closing timeline: Roku expects the mergers to be consummated by the first half of calendar year 2027, subject to regulatory and stockholder approvals.
  • Joint Proxy Statement effective: A registration statement on Form S-4 filed by Fox Corporation was declared effective on September 1, 2026, and the Joint Proxy Statement/Prospectus was mailed to stockholders of both companies on or about that date.

Roku and Fox Corporation Face Extended DOJ Review Under HSR Act

According to the filing, Roku, Inc. (NASDAQ:ROKU), the streaming platform company headquartered at 1173 Coleman Ave, San Jose, California, disclosed that the DOJ issued a Second Request on September 8, 2026, in connection with the agency's antitrust review of the planned two-step merger between Roku and Fox Corporation. The filing describes the transaction as one in which Merger Sub 1 would first merge with and into Roku, leaving Roku as a surviving corporation and wholly owned subsidiary of Fox, followed immediately by Roku merging with and into Merger Sub 2, a Delaware limited liability company and wholly owned Fox subsidiary.

The filing notes that issuance of the Second Request is a standard procedural step under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It extends the mandatory antitrust waiting period until 30 days after both Roku and Fox have substantially complied with the information request, unless the DOJ terminates the period earlier or the parties agree to a different extension. According to the filing, Roku and Fox "will continue to work cooperatively with the DOJ in its review of the Mergers."

The filing also references that Fox Corporation filed a registration statement on Form S-4 with the SEC on August 7, 2026, covering shares of Fox's Class A Common Stock to be issued in the mergers. The definitive proxy statement was filed by Roku on September 1, 2026, and the Joint Proxy Statement/Prospectus was mailed to stockholders of both companies on or about that date. Roku's proxy statement for its 2026 Annual Meeting of Stockholders was separately filed on Schedule 14A on April 24, 2026, according to the filing.

What Was Disclosed

Roku's 8-K filing, dated September 9, 2026 for the event of September 8, 2026, disclosed that the DOJ issued a Second Request extending the HSR Act waiting period in connection with the proposed Fox Corporation merger, and that Roku expects the transaction to close by the first half of 2027, subject to regulatory and stockholder conditions.