FOX · 10-K · 2026A · Full report

Regulatory Approval Risk

Fox Corp (FOX, FOXA) · 2026-08-06 · Importance 65 · Surprise 60

The Roku transaction requires approval from FOX and Roku stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, approvals under other antitrust laws, and certain investment-screening laws. FOX faces an approximately $1.2 billion termination fee if the transaction fails because required antitrust or investment-screening approvals are not obtained or a permanent restraint is entered. FOX also agreed to reimburse up to $70 million of Roku’s transaction costs if FOX does not obtain the required Class B stockholder approval for the share issuance.

Key facts

• Each Board of Directors of FOX and Roku unanimously approved the transaction; it remains subject to FOX and Roku stockholder approval and antitrust and investment screening clearances including Hart-Scott-Rodino clearance. source
• The Company identified regulatory approval risk generally by noting that future results could be affected by government regulation and changes in tax, federal communications or other laws, regulations, practices or the interpretation or enforcement thereof. source