$FOX · Fox Corp

Fox Corporation filed an 8-K disclosing that on September 8, 2026, both FOX and Roku received a Second Request from the DOJ in connection with the antitrust review of their pending merger. The Second Request extends the HSR waiting period until 30 days after both parties have substantially complied with the DOJ's information demands. FOX now expects the merger to close in the first half of calendar year 2027, subject to regulatory clearance and stockholder approvals. The definitive joint proxy statement/prospectus was declared effective September 1, 2026 and has been mailed to stockholders of both companies.

FOX shares are essentially flat (+0.02%) since the filing, suggesting the Second Request was largely anticipated — the filing itself notes it was received "as expected." The $25.5B market cap acquirer faces extended regulatory uncertainty on a deal that was always going to draw antitrust attention given the media-tech convergence.

A DOJ Second Request materially extends the timeline and raises the risk profile of a marquee media-tech merger, signaling deeper antitrust scrutiny that could reshape or block the deal.

The DOJ's Second Request mirrors the aggressive antitrust posture seen in other media/tech combinations. Roku's ~$10B+ market cap and its position in connected-TV distribution make this a structurally significant vertical integration that regulators will scrutinize for potential foreclosure of rival content providers.

The Second Request could lead to DOJ imposing conditions, limitations, or restrictions that alter deal economics; the filing warns a governmental entity "may prohibit, delay or refuse to grant approval." Stockholder litigation risk is also flagged, as is the possibility the deal may not close at all.