ROKU, INC

1. THE COMPANY

Organization and Description of Business

Roku, Inc. (the “Company,” or “Roku”), was formed in October 2002 as Roku LLC under the laws of the State of Delaware. On February 1, 2008, Roku LLC was converted into Roku, Inc., a Delaware corporation.

Effective in the first quarter of 2026, the Company’s reportable segments changed. The Company now manages and reports its operating results through three reportable segments defined by: Advertising, Subscriptions, and Devices. Previously, the Company reviewed and managed the new Advertising and Subscriptions segments as a combined Platform segment. This change was made to reflect the Company’s ongoing evaluation and monitoring of its business, including changes made to both internal reporting and the information reported to the Chief Executive Officer, who serves as Chief Operating Decision Maker (“CODM”). Prior period segment financial information has been retrospectively adjusted to reflect these changes.

Proposed Transaction with Fox Corporation

On June 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Fox Corporation (“Fox”), and two wholly owned subsidiaries of Fox, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving as a wholly owned subsidiary of Fox, and immediately thereafter and as the second step in a single integrated transaction, the Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary of Fox (collectively, the “Mergers”). Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.

At the effective time of the First Merger (the “Effective Time”), each share of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of the Company (together, “Company common stock”), outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Company common stock owned by stockholders of the Company who have properly exercised appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (“Dissenting Shares”)) will be converted into the right to receive (i)0.9693 (the “Exchange Ratio”) of a share of Class A common stock, par value $0.01 per share, of Fox (“Fox Class A common stock”), without interest, and (ii) $96.00 in cash (the “Per Share Cash Amount”), without interest, subject to applicable withholding taxes (clauses (i) and (ii), collectively, the “Merger Consideration”). Pursuant to the Merger Agreement, the Exchange Ratio will be increased and the Per Share Cash Amount correspondingly decreased if and to the extent necessary to account for any Dissenting Shares, such that the aggregate value (as determined in accordance with the Merger Agreement) of the stock portion of the Merger Consideration is equal to 40% of the aggregate value of the Merger Consideration (including, for such purpose, the aggregate value of the Merger Consideration that would have been payable in respect of any Dissenting Shares), as calculated pursuant to the Merger Agreement. No fractional shares of Fox Class A common stock will be issued to the Company’s stockholders in connection with the Mergers, but instead a whole number of shares of Fox Class A common stock equal to the sum of all fractional shares of Fox Class A common stock that would have been issued in connection with the Mergers will be issued to the exchange agent and sold on behalf of the Company’s stockholders, and the Company’s stockholders will receive cash in lieu of any fractional shares of Fox Class A common stock.

If the Mergers are consummated, the Company’s Class A common stock will be delisted from The Nasdaq Global Select Market and deregistered under the Exchange Act. It is anticipated that, based on the Exchange Ratio, former Company stockholders will own approximately 27% of the combined company on a pro forma basis upon the completion of the Mergers.

Completion of the Mergers is subject to certain closing conditions, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the satisfaction of other customary closing conditions.