---
ticker: FOXA
company: FOXA
filing_type: 10-K
year_current: 2026
year_prior: 2025
risks_added: 7
risks_removed: 2
risks_modified: 2
risks_unchanged: 22
source: SEC EDGAR
url: https://riskdiff.com/foxa/2026-vs-2025/
markdown_url: https://riskdiff.com/foxa/2026-vs-2025/index.md
access: public_preview
generated: 2026-09-28
---

# FOXA: 10-K Risk Factor Changes 2026 vs 2025

> Source: U.S. Securities and Exchange Commission (EDGAR)  
> Generated: 2026-09-28  
> All data extracted directly from official filings. No hallucinated content.

## AI Risk Brief

> **AI interpretation layer.** The brief below was generated by an AI model from the deterministic diff. AI never invents facts.

> **Seven new Roku-merger risks add exposure to closing delays, litigation, integration challenges and higher debt, outweighing two removed legacy tax and indemnification risks.**

- **Direction:** More concerning
- **Themes:** Regulatory & Legal, Merger execution & integration

---

## Summary

| Status | Count |
|--------|-------|
| New risks added | 7 |
| Risks removed | 2 |
| Risks modified | 2 |
| Unchanged | 22 |

---

## Selected change

This public preview includes one change. Pro access provides the complete comparison and historical data.

## New in Current Filing: The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms.

On June 14, 2026, FOX and Roku entered into the Merger Agreement pursuant to which Roku will become a wholly owned subsidiary of FOX. The completion of the Merger is subject to several closing conditions, including requisite FOX and Roku stockholder approvals, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of consents or approvals under certain other antitrust laws and certain investment screening laws and other customary conditions. The regulatory approval process (including if regulatory or governmental authorities seek to impose any terms, conditions, obligations or restrictions as a condition to approval) may lead to lengthy negotiations, jeopardize or delay completion of the Merger or negatively impact its anticipated benefits. The failure to satisfy all required conditions could prevent the Merger from being completed or delay its completion for a significant period of time. Such a delay could result in a failure to realize some or all of the anticipated benefits of the Merger on the expected timeline, or at all. There can be no assurance that the conditions in the Merger Agreement will be satisfied or waived or that the Merger will be consummated. The Merger Agreement also contains customary termination rights and provides that each party is required to pay the other a termination fee of approximately $866 million if the Merger Agreement is terminated in certain circumstances, including due to a change in the recommendation of its board of directors or if the Merger is not consummated by the termination date specified in the agreement. In addition, the Company will be required to pay Roku a termination fee of approximately $1.2 billion if the Merger Agreement is terminated under certain circumstances related to the failure to obtain certain regulatory approvals or upon the entry of a permanent restraint under certain antitrust laws or investment screening laws. FOX has also agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku in connection with the Merger if the Company is unable to obtain the requisite FOX stockholder approval in connection with the transaction. If the Transaction is significantly delayed or is not completed, it could have an adverse effect on FOX's business, financial condition or results of operations.

---

## Source filings

- [2026 10-K filing on SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/0001628280-26-053960-index.htm)
- [2025 10-K filing on SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/0001628280-25-038077-index.htm)

[View the full comparison with Pro](https://riskdiff.com/foxa/2026-vs-2025/full/)

*Data sourced from SEC EDGAR. Last updated 2026-09-28.*