Material Event (Form 8-K)

As previously announced, on June 14, 2026, Roku, Inc., a Delaware corporation (the "Company" or "Roku"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fox Corporation, a Delaware corporation ("FOX" or "Parent"), Falcon Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of FOX ("Merger Sub 1"), and Falcon Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of FOX ("Merger Sub 2"), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub 1 will merge with and into Roku (the "First Merger"), with Roku continuing as the surviving corporation (the "Surviving Corporation") and becoming a wholly owned subsidiary of FOX, and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub 2 (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of FOX. Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.

In connection with the Mergers and the other transactions contemplated by the Merger Agreement (the "Transactions"), on August 7, 2026, Parent filed a registration statement on Form S-4 (as amended on August 21, 2026, the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which includes a prospectus with respect to the shares of Parent Class A Common Stock to be issued in the Mergers and a joint proxy statement for the Company's and Parent's respective stockholder meetings. On September 1, 2026, the Registration Statement was declared effective, Parent filed a final prospectus, and the Company filed a definitive proxy statement (together with the final prospectus, the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus was mailed to stockholders of the Company and Parent on or about September 1, 2026.

Litigation Related to the Mergers

Since the filing of the Joint Proxy Statement/Prospectus, Roku has received certain demand letters from purported stockholders of Roku generally alleging omissions or misstatements in the disclosures in the Joint Proxy Statement/Prospectus and requesting that Roku file corrective disclosures prior to the Roku Special Meeting (collectively, the "Demand Letters").

Although Roku believes that the disclosures in the Joint Proxy Statement/Prospectus comply with all applicable laws and that the Demand Letters are without merit, in order to avoid nuisance and possible expense and business delays and provide additional information to its stockholders, Roku has determined voluntarily to supplement certain disclosures in the Joint Proxy Statement/Prospectus with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures should be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the claims or allegations in the Demand Letters or the disclosures set forth herein. To the contrary, Roku specifically denies all allegations in the Demand Letters, including that any additional disclosure was or is required or material.

It is possible that lawsuits may be filed challenging the Transactions against Roku or naming the members of the Roku board of directors or others as defendants or that additional demand letters will be received by Roku. If this occurs, Roku will not necessarily publicly disclose the filing or receipt of any such lawsuit or demand letter unless required by law.

Supplement to the Joint Proxy Statement/Prospectus

The supplemental information should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. Page references in the below disclosures are to pages in the Joint Proxy Statement/Prospectus, and defined terms used below but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus. To the extent the information in the Supplemental Disclosures differs from or conflicts with the information contained in the Joint Proxy Statement/Prospectus, the information set forth below shall be deemed to supersede or supplement the respective information in the Joint Proxy Statement/Prospectus. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. Except as otherwise described in the below Supplemental Disclosures or the documents referred to, contained in or incorporated by reference herein, the Joint Proxy Statement/Prospectus, the annexes to the Joint Proxy Statement/Prospectus and the documents referred to, contained in or incorporated by reference in the Joint Proxy Statement/Prospectus are not otherwise modified, supplemented or amended. For clarity, new text within restated paragraphs from the Joint Proxy Statement/Prospectus is highlighted with bold, underlined text, while deleted text is bold and stricken-through.

Clauses (a) and (c) of the first bullet on page 151 of the Joint Proxy Statement/Prospectus under the section with the heading "The Mergers-Opinion of Roku's and the Strategic Initiatives Committee's Financial Advisor-Opinion of Qatalyst Partners-Discounted Cash Flow Analysis-Standalone Company" are hereby amended and supplemented as follows:

Clause (a) of the first bullet on page 152 of the Joint Proxy Statement/Prospectus under the section with the heading "The Mergers-Opinion of Roku's and the Strategic Initiatives Committee's Financial Advisor-Opinion of Qatalyst Partners-Discounted Cash Flow Analysis-Pro Forma Combined Company" is hereby amended and supplemented as follows:

Clause (a) of the second bullet on page 152 of the Joint Proxy Statement/Prospectus under the section with the heading "The Mergers-Opinion of Roku's and the Strategic Initiatives Committee's Financial Advisor-Opinion of Qatalyst Partners-Discounted Cash Flow Analysis-Pro Forma Combined Company" is hereby amended and supplemented as follows:

The tables on page 153 of the Joint Proxy Statement/Prospectus under the section with the heading "The Mergers-Opinion of Roku's and the Strategic Initiatives Committee's Financial Advisor-Opinion of Qatalyst Partners-Selected Companies Analysis" are hereby amended and supplemented as follows to add information on the implied fully diluted enterprise value for each of the selected companies:

The following text is hereby added as a fourth paragraph after the third paragraph on page 167 of the Joint Proxy Statement/Prospectus under the section with the heading "Transaction and Retention Bonuses":

The value of the Transaction Bonuses may not exceed $13,000,000 in the aggregate, nor $2,000,000 to any individual who reports directly to the Chief Executive Officer and $600,000 to any other individual. Named executive officers of Roku are eligible for and may potentially receive a Transaction Bonus and/or a Retention Bonus, except that Mr. Wood will not receive either a Transaction Bonus or a Retention Bonus. Otherwise, the recipients, allocation amounts, and final terms of these bonuses continue to be determined and remain subject to approval by Roku.

Important Information About the Proposed Transactions and Where to Find It

In connection with the Transactions, on August 7, 2026, Parent filed a registration statement on Form S-4 (as amended on August 21, 2026, the "Registration Statement") with the SEC, which includes a prospectus with respect to the shares of Parent Class A Common Stock to be issued in the Mergers and a joint proxy statement for the Company's and Parent's respective stockholders. On September 1, 2026, the Registration Statement was declared effective, Parent filed a final prospectus, and the Company filed a definitive proxy statement (together with the final prospectus, the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus was mailed to stockholders of the Company and Parent on or about September 1, 2026. Each of the Company and Parent may also file with or furnish to the SEC other relevant documents regarding the Transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Parent or the Company may mail to their respective stockholders in connection with the Transactions.

INVESTORS AND SECURITY HOLDERS OF PARENT AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING PARENT, THE COMPANY, THE TRANSACTIONS AND RELATED MATTERS.

The documents filed by Parent with the SEC also may be obtained free of charge at Parent's website at investor.foxcorporation.com or upon written request to Parent through the form provided on the website or by phone at (212) 852-7059. The documents filed by the Company with the SEC also may be obtained free of charge at the Company's website at roku.com/investor or upon written request to the Company at [email protected]. These documents filed with the SEC are also available for free to the public at the SEC's website at www.sec.gov.

Participants in the Solicitation

Parent, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Parent and the Company in connection with the Transactions under the rules of the SEC.

Information about the interests of the directors and executive officers of Parent and the Company and other persons who may be deemed to be participants in the solicitation of stockholders of Parent and the Company in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Joint Proxy Statement/Prospectus filed with the SEC.

Information about Parent's directors and executive officers and their ownership of Parent's common stock is set forth in Parent's proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A, filed with the SEC on September 17, 2026. To the extent that holdings of Parent's securities have changed since the amounts printed in Parent's proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.

Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the Company's proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 24, 2026. To the extent that holdings of the Company's securities have changed since the amounts printed in the Company's proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.

Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transactions may be obtained by reading the Joint Proxy Statement/Prospectus regarding the Transactions. Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.