Roku supplements Fox merger proxy after stockholder demand letters; Qatalyst DCF used 12.5-18% discount rates

ROKU, INC

Roku received stockholder demand letters alleging omissions or misstatements in the Fox merger joint proxy/prospectus; Roku denies the claims but voluntarily filed supplemental disclosures.
Qatalyst standalone Roku DCF used 12.5%-18.0% discount rates; Roku projected cash of approximately $2.43 billion as of June 30, 2026 per management.
Pro forma combined company DCF used 9.0%-13.0% discount rates; estimated combined net debt of about negative $630 million (net cash) as of June 30, 2026, excluding the Mergers.
New comparable multiples: Netflix 20.4x CY2026E EBITDA ($346.2B EV), Spotify 25.1x ($89.3B), AppLovin 24.3x, Alphabet 19.2x ($4,432.2B), Meta 10.3x, Snap 8.2x.
Transaction bonuses capped at $13M aggregate, $2M per individual reporting to the CEO and $600K for others; CEO Anthony Wood receives neither transaction nor retention bonus.

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