Fox (FOXA) 10-K risk factor changes: FY2026 vs FY2025

Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST [removed: services.][added: services, as well as connected TV devices and operating systems and gaming and other consoles.]

An increasing number of FAST [added: services] and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future.

[removed: Other] [added: Additionally,] new technological [removed: developments are rapidly evolving in our industry such as] [added: developments, including] the development and use of generative [removed: AI,] [added: AI technologies,] including large language model applications, [removed: and the advantages and risks associated with its use] are [removed: largely uncertain.][added: rapidly evolving.]

The Company’s [removed: affiliate fee] [added: distribution] and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future.

Our [removed: affiliate fee] [added: distribution] and advertising revenues also may be adversely affected by consumers' use of antennas (and their integration with set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.

The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, [removed: FOX Nation, FOX Weather and other offerings such as] the FOX One direct-to-consumer subscription streaming [removed: service expected to launch by the Fall of 2025.][added: service, FOX Nation, FOX Weather and other offerings.]

However, if the Company fails to effectively safeguard and monetize the value of its content while responding [removed: to,] [added: to] and developing new technologies and business models to take advantage of, technological developments and consumer [removed: preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.]

[added: These changes have also given rise to new] ways of purchasing advertising, as well as a general shift in advertising expenditures toward streaming and other digital offerings, some of which may not be as beneficial to us as traditional advertising methods.

There can be no assurance that these agreements will be renewed in the future, or renewed on favorable terms, including terms related to pricing, programming tiers and [removed: bundles,] [added: bundles] and the types of rights we grant distributors.

The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ most widely distributed programming tiers or their targeted, genre-focused programming tiers (sometimes referred to as “skinny bundles”) could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s [added: distribution] revenues [removed: from affiliate fees] and its ability to sell national and local advertising time.

The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s [removed: revenues from affiliate fees.][added: distribution revenues.]

In addition, our strategic initiatives could negatively impact our ability to renew our MVPD [added: agreements on terms that are favorable to all our networks.]

If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's [removed: revenues from affiliate fees] [added: distribution] and [removed: advertising.][added: advertising revenues.]

The inability to enter into affiliation or licensing arrangements with third-party owned television stations on favorable terms could reduce distribution of the FOX Network and MyNetworkTV and the inability to enter into such affiliation or licensing arrangements for the FOX Network on favorable terms could adversely affect the Company's [removed: affiliate fee] [added: distribution] revenues and its ability to sell national advertising time.

If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s [removed: affiliate fee] [added: distribution] and advertising revenues could be negatively affected.

If declines in the number of MVPD subscribers are not fully offset by affiliate rate increases, the Company’s [removed: affiliate fee] [added: distribution] revenues will be negatively affected.

Factors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political [removed: uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits.]

The media and entertainment industry is undergoing a period of rapid and significant change, with several [removed: industry participants in the midst of] transformative transactions that may further complicate the competitive environment.

Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and, as described below, competition for popular content, particularly sports and entertainment programming, is [removed: intense.]

A decline in the ratings or popularity of the Company’s news, sports or entertainment programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its [removed: affiliate fee] [added: distribution] revenues.

If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact our sports programming viewership and advertising and [removed: affiliate fee] [added: distribution] revenues.

Our advertising and [removed: affiliate fee] [added: distribution] revenues are subject to fluctuations based on the dates of [added: sports events and their availability for viewing on our networks and the popularity of the competing teams.]

A shortfall in the expected popularity of the sports events for which the Company has acquired rights or in the volume of sports programming the Company expects to distribute could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its [removed: affiliate fee] [added: distribution] revenues.

The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all, could cause the Company’s advertising and [removed: affiliate fee] [added: distribution] revenues to decline significantly in any given period or in specific markets.

The loss of rights or renewal on less favorable terms could negatively impact the quality or quantity of our programming, in particular our sports programming, and could adversely affect our advertising and [removed: affiliate fee] [added: distribution] revenues.

If escalations in programming rights costs (together with our production and distribution costs) are not offset by increases in advertising and [removed: affiliate fee] [added: distribution] revenues, our results of operations could be adversely affected.

Additionally, litigation, governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business [added: partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if meritless or untrue.]

Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, [removed: viewers,] [added: viewers] and others with whom we do business; and delays in or the cancellation of announced transactions or initiatives may occur.

There can be no assurance that they will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring [removed: new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.]

[added: Any labor disputes that occur in any such league (such as any dispute following the expiration of the MLB collective bargaining agreement in December 2026) may preclude us from airing or otherwise] distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.

During fiscal [removed: 2025,] [added: 2025 and 2026,] in connection with the Company’s annual impairment [removed: assessment,] [added: assessments,] the Company recorded [removed: a] non-cash impairment [removed: charge] [added: charges] for intangible assets of approximately $70 million [added: and approximately $64 million, respectively,] at the Television segment primarily related to FCC licenses.

Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including [added: AI-enabled technologies and] technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks.

[removed: Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or] nation state-sponsored activities and insider threats (including actions by persons linked to hostile foreign [removed: governments,] [added: governments] and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, [removed: falsification,] [added: falsification] and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems.

The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity [removed: risks.][added: risks and the volume of attacks.]

While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are [added: costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.]

These developments include recent advances in AI and large language model applications, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data [removed: networks,] [added: networks] and new devices and applications that enable unauthorized access to content.

[removed: If those laws are interpreted in] ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing its rights may increase.

The number and complexity of these laws [added: and regulations continues to increase.]

For example, [removed: more than a dozen] [added: many] states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance.

New privacy and data protection laws and [removed: regulations] [added: regulations, including in connection with children and teens,] continue to be introduced and interpretations of existing privacy laws and regulations, some of which may be inconsistent with one another, continue to evolve.

Risks Related to the Roku Transaction

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.

Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.

The Company is subject to a number of risks in connection with its entry into the Merger Agreement, including:

- negative reactions from the financial markets, including negative impacts on the market prices of the Common Stock;

- negative reactions from FOX’s customers, suppliers, distributors, employees, or other business partners;

- significant costs relating to the Merger, including financial advisory, legal, financing, accounting and other transaction costs and additional expenses related to combining the operations of the two companies;

- restrictions on the conduct of FOX’s business prior to completion of the Merger set forth in the Merger Agreement, including pursuing alternatives to the Merger, which could discourage a potential third party from making an alternative transaction proposal or prevent the Company from making other acquisitions or taking other actions that would have been beneficial to FOX; and

- the commitment of substantial time and resources by FOX management, which otherwise could have been directed toward the Company’s operations and pursuit of other beneficial opportunities.

If the Merger is not consummated, in addition to failing to realize it benefits, FOX may experience adverse impacts to its ongoing business, financial condition, results of operations or on the market prices of the Common Stock.

For example, the Company could be subject to litigation related to a failure to complete the Merger or an enforcement proceeding seeking to require FOX to perform its obligations under the Merger Agreement.

The cost of defending against such litigation and proceedings may be significant.

Similarly, if there are delays in the completion of the Merger, they could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.

Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.

Uncertainty regarding the completion of the Merger may cause some customers, suppliers, distributors, vendors, strategic partners and other parties to delay or defer making business decisions concerning the Company or entering into agreements with FOX, and may cause them to seek to terminate or renegotiate their existing arrangements with the Company.

If this occurs, it could have an adverse impact on the Company’s business, financial condition, results of operations and cash flows or on the market prices of the Common Stock, regardless of whether the Merger is completed.

The Merger Agreement also restricts the Company from making certain other acquisitions or issuing additional equity in excess of certain limitations without Roku’s prior consent, which may prevent FOX from pursuing attractive business opportunities or strategic transactions that arise prior to the completion of the Merger.

The market price of the Common Stock may decline as a result of the Merger.

The market price of the Common Stock may decline as a result of the Merger, and holders of the Common Stock, including Roku stockholders who become holders of Class A Common Stock as a result of the Merger, could lose the value of their investment in the Common Stock if, among other things, the Company is unable to achieve the expected growth in earnings, the anticipated benefits from the Merger are not realized, the transaction costs are greater than expected or any transaction-related financing is on unfavorable terms.

The market price of the Common Stock also may decline if FOX does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on the Company’s business, financial condition or results of operations is not consistent with analyst expectations.

The issuance of shares of Class A Common Stock in the Merger could independently have the effect of depressing the market price for the Common Stock.

In addition, Roku stockholders may choose or (in the case of some stockholders such as funds with limitations on permitted stockholdings) be required to sell the Class A Common Stock they receive as a result of the Merger.

Any such sales of Class A Common Stock could depress the market price for the Common Stock.

The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger.

Securities class action and derivative lawsuits are often brought against public companies that have entered into merger agreements.

Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources and an adverse judgment could result in monetary damages, which could have a negative financial impact on FOX.

In addition, if a plaintiff successfully obtains an injunction prohibiting the consummation of the Merger, it could prevent the Merger from being completed on the expected timetable, or at all.

The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.

The Merger involves the integration of Roku and FOX’s businesses -- a complex, costly and time-consuming process.

Many of the difficulties inherent in the process are outside FOX’s control and could result in delays, increased costs, decreases in expected revenues and diversion of management time and attention.

These changes have also given rise to new

agreements on terms that are favorable to all our networks.

These competitors could also have preferential access to competitive information such as customer data or important technologies such as generative AI technologies, including large language model applications.

Generative AI may enable new competitors to rapidly produce large volumes of content and replicate or imitate our proprietary content without authorization, attribution or compensation.

This could dilute the value of our content, reduce audience engagement or lead to negative impacts on our revenues.

In addition, our ability to compete could be negatively affected if our efforts to enhance the value of our offerings with these technologies are not successful.

sports events and their availability for viewing on our networks and the popularity of the competing teams.

partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if meritless or untrue.

Any labor disputes that occur in any such league may preclude us from airing or otherwise

costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

and regulations continues to increase.

transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.

In February 2025, the FCC began a proceeding to explore whether the remaining C-Band should be, in whole or in part, reallocated for commercial wireless and/or broadband services.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, directing the FCC to conduct within two years an auction of at least 100 MHz of C-Band spectrum.

matters.

In particular, the

Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class A Common Stock and 43.39% of FOX Class B Common Stock, K.

K.

Also, K.

Thus, K.

Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.90% of FOX Class B Common Stock.

Risks Related to the Company’s Separation from 21CF

The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF.

The

indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.

Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain liabilities.

Payments pursuant to these indemnities may be significant and could negatively impact our business.

Third parties could also seek to hold the Company responsible for any of the liabilities of the businesses that were retained by 21CF in connection with the Transaction.

21CF has agreed to indemnify the Company for such liabilities, but such indemnity from 21CF may not be sufficient to protect the Company against the full amount of such liabilities, and 21CF may not be able to fully satisfy its indemnification obligations.

Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself.

These risks could negatively affect our business, financial condition, results of operations or cash flows.

The Company could be liable for income taxes owed by 21CF.

Each member of the 21CF consolidated group, which, prior to the Transaction, included 21CF, the Company and 21CF’s other subsidiaries, is jointly and severally liable for the U.S. federal income and, in certain jurisdictions, state tax liabilities of each other member of the consolidated group for periods prior to and including the Transaction.

Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of what was previously the 21CF consolidated group.

The tax matters agreement entered into in connection with the Transaction requires 21CF and/or Disney to indemnify the Company for any such liability.

Disputes or assessments could arise during future audits by the taxing authorities in amounts that the Company cannot quantify.

- Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred either during the fiscal year ended June 30, (“fiscal”) [removed: 2025] [added: 2026] or early fiscal [removed: 2026] [added: 2027] that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

- Results of Operations—This section provides an analysis of the Company’s results of operations for fiscal [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

- Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of June 30, [removed: 2025.][added: 2026.]

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2024] [added: 2025] as filed with the SEC on August [removed: 8, 2024] [added: 6, 2025] for management’s discussion and analysis of our financial condition and results of operations for fiscal [removed: 2023,] [added: 2024,] including comparison to fiscal [removed: 2024.][added: 2025.]

Corporate and Other principally consists of [added: FOX One, the Company’s direct-to-consumer subscription streaming service launched in August 2025,] Credible, the FOX Studio Lot and corporate overhead costs.

The Company’s Cable Network Programming and Television segments derive the majority of their revenues from [removed: affiliate] [added: distribution] fees for the transmission of content and advertising sales.

For fiscal [removed: 2025,] [added: 2026,] the Company generated revenues of [removed: $16] [added: $17] billion, of which approximately 47% was generated from [removed: affiliate fees,] [added: distribution revenue,] approximately [removed: 42%] [added: 43%] was generated from advertising, and approximately [removed: 11%] [added: 10%] was generated from other operating activities.

[removed: Affiliate fees] [added: Distribution revenue] primarily [removed: include] [added: includes] (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry the Company’s cable networks and owned and operated television [removed: stations and] [added: stations,] (ii) fees received from non-owned and operated television stations that are affiliated with the FOX [removed: Network.][added: Network and (iii) monthly or annual subscription fees for the right to access and stream content on the Company’s direct-to-consumer streaming services.]

Results of Operations—Fiscal [removed: 2025] [added: 2026] versus Fiscal [removed: 2024][added: 2025]

The following table sets forth the Company’s operating results for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024:][added: 2025:]

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | $ Change | | | | | | % Change | | |

| Total revenues | | | [removed: 16,300] [added: 17,126] | | | | | | [removed: 13,980] [added: 16,300] | | | | | | [removed: 2,320] [added: 826] | | | | | | [removed: 17] [added: 5] | | % |

| Operating expenses | | | [removed: (10,518) | | | | | | (9,089) | | | | | | (1,429)] [added: (10,853)] | | | | | | [removed: (16)] [added: (10,518)] | | [removed: %] |

| Selling, general and administrative | | | [removed: (2,168) | | | | | | (2,024) | | | | | | (144)] [added: (2,367)] | | | | | | [removed: (7)] [added: (2,168)] | | [removed: %] |

| Depreciation and amortization | | | [removed: (385)] [added: (410)] | | | | | | [removed: (389)] [added: (385)] | | | | | | [removed: 4] [added: (25)] | | | | | | [removed: 1] [added: (6)] | | % |

| Restructuring, impairment and other corporate matters | | | [removed: (350) | | | | | | (67) | | | | | | (283)] [added: 151] | | | | | | [added: 350] | | |

| Equity losses of affiliates | | | [removed: (29)] [added: (20)] | | | | | | [removed: (44)] [added: (29)] | | | | | | [removed: 15] [added: 9] | | | | | | [removed: 34] [added: 31] | | % |

| Interest expense, net | | | [removed: (227)] [added: (274)] | | | | | | [removed: (216)] [added: (227)] | | | | | | [removed: (11)] [added: (47)] | | | | | | [removed: (5)] [added: (21)] | | % |

| Non-operating other, net | | | [removed: 438 | | | | | | (47) | | | | | | 485] [added: 773] | | | | | | [added: (438)] | | |

| Income before income tax expense | | | [removed: 3,061] [added: 2,278] | | | | | | [removed: 2,104] [added: 3,061] | | | | | | [removed: 957] [added: (783)] | | | | | | [removed: 45] [added: (26)] | | % |

| Income tax expense | | | [removed: (768) | | | | | | (550) | | | | | | (218)] [added: 551] | | | | | | [removed: (40)] [added: 768] | | [removed: %] |

| Net income | | | [removed: 2,293 | | | | | | 1,554 | | | | | | 739] [added: $] | [added: 1,727] | | | | | [removed: 48] [added: $] | [added: 2,293] | [removed: %] |

| Less: Net income attributable to noncontrolling interests | | | [removed: (30)] [added: (42)] | | | | | | [removed: (53)] [added: (30)] | | | | | | [removed: 23] [added: (12)] | | | | | | [removed: 43] [added: (40)] | | % |

| Net income attributable to Fox Corporation stockholders | | | $ | [removed: 2,263] [added: 1,685] | | | | | $ | [removed: 1,501] [added: 2,263] | | | | | $ | [removed: 762] [added: (578)] | | | | | [removed: 51] [added: (26)] | | % |

| | | | not meaningful | | | [added: | | | | | | | | |]

Overview—The Company’s revenues increased [removed: $2.3 billion] [added: $826 million] or [removed: 17%] [added: 5%] for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024,] [added: 2025,] due to higher [removed: affiliate fee,] [added: distribution,] advertising and [added: content and] other revenues.

The increase of [removed: $332] [added: $278] million or [removed: 5%] [added: 4%] in [removed: affiliate fee] [added: distribution] revenue was [removed: primarily] due to [removed: the impact of] higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately [removed: $790] [added: $440] million, partially offset by the approximately [removed: $460] [added: $160] million impact of a lower average number of [removed: subscribers across all networks.][added: subscribers.]

The increase of [removed: $1.4 billion] [added: $318 million] or [removed: 26%] [added: 6%] in advertising revenue was primarily due to [removed: the approximately $870 million impact related to] sports programming led by [removed: revenues from] the [added: broadcasts of the FIFA Men’s *World Cup* and additional NFL and MLB postseason games and higher pricing partially offset by the absence of the February 2025] broadcast of *Super Bowl [removed: LIX* in February 2025 and higher National Football League (“NFL”) pricing.][added: LIX*.]

The remaining [removed: increase of approximately $550 million] [added: impact] was primarily due to [added: continued digital growth led by] the [removed: impact of] [added: Tubi AVOD service and higher news pricing, partially offset by lower] political advertising revenue due to the [added: absence of the] 2024 presidential and congressional elections [removed: predominantly at the Company’s owned] and [removed: operated television stations, continued digital growth led by the Tubi AVOD service and higher] [added: lower] news [removed: pricing and audiences.][added: ratings.]

The increase of [removed: $567] [added: $40] million or [removed: 47%] [added: 4%] in [added: content and] other revenues was primarily due to higher sports sublicensing revenue.

Operating expenses [removed: increased $1.4 billion] [added: decreased $207 million] or [removed: 16% for fiscal 2025, as compared to fiscal 2024,] [added: 3%] primarily due to [removed: the approximately $1 billion impact of higher] [added: lower] sports programming rights amortization [removed: and production costs driven] [added: led] by [removed: higher NFL costs, including] the [added: absence of the February 2025] broadcast of *Super Bowl LIX* [removed: in February 2025,] [added: partially offset by the broadcast of the FIFA Men’s *World Cup*] and higher [removed: college football] [added: NFL] costs, including [removed: licensing costs for rights that are sublicensed, partially offset by] the [removed: absence] [added: broadcast] of [removed: WWE.][added: an additional NFL postseason game.]

Selling, general and administrative expenses increased [removed: $144] [added: $199] million or [removed: 7%] [added: 9%] for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024,] [added: 2025,] primarily due to higher employee [removed: costs.][added: costs and costs associated with the launch of FOX One.]

Interest expense, net—Interest expense, net increased [removed: $11] [added: $47] million or [removed: 5%] [added: 21%] for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024,] [added: 2025,] primarily due to lower interest income as a result of lower interest [removed: rates,] [added: rates and lower average cash and cash equivalent balances,] partially offset by a lower average amount of debt outstanding.

Income tax expense—The Company’s tax provision and related effective tax rate of [added: 24% and] 25% for fiscal [removed: 2025] [added: 2026 and fiscal 2025, respectively,] was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.

Net income—Net income [removed: increased $739] [added: decreased $566] million or [removed: 48%] [added: 25%] for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024,] [added: 2025,] primarily due to [removed: higher Segment EBITDA (as defined below) and] a change in fair value of the Company’s investments in equity securities, partially offset by higher [removed: provision for income tax, the absence of a gain on a contribution of assets] [added: Segment EBITDA (as defined below)] and [removed: the] [added: lower] legal settlement and other costs associated with the discontinuation of Venu Sports [removed: (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).][added: in fiscal 2025.]

Intersegment transactions principally relate to the sublicensing of sports [removed: content] [added: content, direct-to-consumer streaming services] and rental of studio and administrative space, which are recorded consistently with the recognition of transactions with third parties and are eliminated in consolidation.

Segment EBITDA does not include: [removed: Amortization of cable distribution investments,] Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense.

[removed: Management believes that Segment] EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker, the Chief Executive Officer, to monitor actual versus budget and prior fiscal year financial results, forecast future periods and perform competitive analyses to evaluate performance and allocate resources.

Fiscal [removed: 2025] [added: 2026] versus Fiscal [removed: 2024][added: 2025]

The following tables set forth the Company’s Revenues and Segment EBITDA for fiscal [removed: 2025,] [added: 2026,] as compared to fiscal [removed: 2024:][added: 2025:]

Advertising revenue primarily includes (i) sales of commercial time within the Company’s network programming and (ii) sales of advertising on the Company’s owned and operated television stations and various digital properties.

Roku Transaction

On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or the “Merger”).

Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger.

The exchange ratio is fixed and will not be adjusted.

Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.

Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, 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 Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party 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.

In addition, FOX 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 transaction if FOX is unable to obtain the required approval of its Class B Common stockholders of the issuance of FOX Class A Common Stock in connection with the transaction.

The Company expects to fund the cash portion of the Merger consideration with a combination of debt and cash on hand.

In connection with the Merger Agreement, in June 2026, the Company entered into a commitment letter under which the lenders provided $12.0 billion of commitments ($11.0 billion of which is available as of June 30, 2026) to provide senior unsecured bridge loans (the “Bridge Facility”) and a term loan credit agreement under which the lenders committed to provide a $1.0 billion senior unsecured term loan facility (the “Term Loan Facility”) (See Note 9—Borrowings to the accompanying Financial Statements).

| Distribution | | | $ | 8,058 | | | | | $ | 7,780 | | | | | $ | 278 | | | | | 4 | | % |

| Advertising | | | 7,339 | | | | | | 6,865 | | | | | | 474 | | | | | | 7 | | % |

| Content and Other | | | 1,729 | | | | | | 1,655 | | | | | | 74 | | | | | | 4 | | % |

The increase of $474 million or

7% in advertising revenue was primarily due to sports programming led by the broadcasts of the Fédération Internationale de Football Association ("FIFA") Men’s *World Cup* and additional National Football League (“NFL”) and Major League Baseball (“MLB”) postseason games and higher pricing partially offset by the absence of the February 2025 broadcast of *Super Bowl LIX*.

Operating expenses increased $335 million or 3% for fiscal 2026, as compared to fiscal 2025, primarily due to costs associated with the launch of FOX One and higher digital content costs.

This increase was partially offset by lower sports programming rights amortization led by the absence of the February 2025 broadcast of *Super Bowl LIX* partially offset by soccer rights, including the broadcast of the FIFA Men’s *World Cup*, and higher NFL costs, including the broadcast of an additional NFL postseason game.

Depreciation and amortization—Depreciation and amortization expense increased $25 million or 6% for fiscal 2026, as compared to fiscal 2025, primarily due to technology equipment placed into service in fiscal 2026.

These changes resulted in lower income before income tax expense and a corresponding lower provision for income tax.

Effective July 1, 2025, the Company no longer removes the impact of amortization of cable distribution investments when calculating Segment EBITDA.

Prior periods were not restated as the impact of the change is immaterial to the calculation.

Management believes that Segment

| | | | 2026 | | | | | | 2025 | | | | | | $ Change | | | | | | % Change | | |

| Television | | | 9,666 | | | | | | 9,325 | | | | | | 341 | | | | | | 4 | | % |

| | | | 2026 | | | | | | 2025 | | | | | | $ Change | | | | | | % Change | | |

| Television | | | 1,438 | | | | | | 945 | | | | | | 493 | | | | | | 52 | | % |

| Adjusted EBITDA(a) | | | $ | 3,906 | | | | | $ | 3,624 | | | | | $ | 282 | | | | | 8 | | % |

| | | | 2026 | | | | | | 2025 | | | | | | $ Change | | | | | | % Change | | |

| Distribution | | | $ | 4,662 | | | | | $ | 4,440 | | | | | $ | 222 | | | | | 5 | | % |

| Advertising | | | 1,687 | | | | | | 1,531 | | | | | | 156 | | | | | | 10 | | % |

| Content and Other | | | 999 | | | | | | 959 | | | | | | 40 | | | | | | 4 | | % |

| Amortization of cable distribution investments | | | — | | | | | | 10 | | | | | | (10) | | | | | | (100) | | % |

Distribution

The increase of $156 million or 10% in advertising revenue was primarily due to higher news and sports pricing and the broadcast of the FIFA Men’s *World Cup*, partially offset by lower ratings.

| | | | 2026 | | | | | | 2025 | | | | | | $ Change | | | | | | % Change | | |

| Advertising | | | $ | 5,652 | | | | | $ | 5,334 | | | | | $ | 318 | | | | | 6 | | % |

| Distribution | | | 3,346 | | | | | | 3,340 | | | | | | 6 | | | | | | — | | % |

| Affiliate fee | | | $ | 7,656 | | | | | $ | 7,324 | | | | | $ | 332 | | | | | 5 | | % |

| Advertising | | | 6,865 | | | | | | 5,444 | | | | | | 1,421 | | | | | | 26 | | % |

| Other | | | 1,779 | | | | | | 1,212 | | | | | | 567 | | | | | | 47 | | % |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The remaining increase of approximately $380 million was primarily due to higher digital content costs, entertainment programming rights amortization and higher newsgathering costs principally due to the 2024 presidential election.

The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.

| Television | | | 9,325 | | | | | | 7,875 | | | | | | 1,450 | | | | | | 18 | | % |

| Television | | | 945 | | | | | | 506 | | | | | | 439 | | | | | | 87 | | % |

| Affiliate fee | | | $ | 4,316 | | | | | $ | 4,188 | | | | | $ | 128 | | | | | 3 | | % |

| Advertising | | | 1,531 | | | | | | 1,262 | | | | | | 269 | | | | | | 21 | | % |

| Other | | | 1,083 | | | | | | 505 | | | | | | 578 | | | | | | | | |

The increase of $269 million or 21% in advertising revenue was primarily due to

higher news pricing and audiences and higher news digital advertising revenue.

Operating expenses increased $607 million or 23% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of the Fédération Internationale de Football Association Women’s *World Cup* and the Union of European Football Associations *European Championship* in the current year.

Also contributing to this increase was higher newsgathering costs primarily due to the 2024 presidential election.

| Advertising | | | $ | 5,334 | | | | | $ | 4,182 | | | | | $ | 1,152 | | | | | 28 | | % |

| Affiliate fee | | | 3,340 | | | | | | 3,136 | | | | | | 204 | | | | | | 7 | | % |

| Other | | | 651 | | | | | | 557 | | | | | | 94 | | | | | | 17 | | % |

The increase of $1.2 billion or 28% in advertising revenue was primarily due to the impact related to sports programming led by revenues from the broadcast of *Super Bowl* *LIX* in February 2025 and higher pricing.

Also contributing to this increase was higher digital content costs and entertainment programming rights amortization.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (in millions) | | | | | | | | |

The following table summarizes cash (used in) repayment of borrowings and cash from borrowings for fiscal 2025 and 2024:

| Borrowings | | | | | | | | | | | |

| Notes due 2025 and 2024(a) | | | $ | (600) | | | | | $ | (1,250) | |

| Notes due 2033(b) | | | — | | | | | | 1,232 | | |

| Total borrowings | | | $ | (600) | | | | | $ | (18) | |

Other Postretirement Benefits to the accompanying Financial Statements for further discussion of the Company’s pension and OPEB plans).

In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals.

inventories included within Other non-current assets in the Consolidated Balance Sheets.

Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least annually for possible impairment.

making these assumptions.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

As of June 30, [removed: 2025,] [added: 2026,] all the Company’s financial instruments with exposure to interest rate risk were denominated in U.S. dollars and no variable-rate debt was outstanding.

| Borrowings: liability | | | $ | [removed: 6,625] [added: 6,541] | | | | | $ | [removed: 7,017] [added: 6,625] | |

| Potential change in fair values resulting from a 10% adverse change in quoted interest rates | | | $ | [removed: 258] [added: 241] | | | | | $ | [removed: 297] [added: 258] | |

| Total fair value of common stock investments | | | $ | [removed: 1,249] [added: 467] | | | | | $ | [removed: 797] [added: 1,249] | |

| Potential change in fair values resulting from a 10% adverse change in quoted market prices | | | $ | [removed: (125)] [added: (47)] | | | | | $ | [removed: (80)] [added: (125)] | |

| | | | 2026 | | | | | | 2025 | | |

| | | | 2026 | | | | | | 2025 | | |

| | | | 2025 | | | | | | 2024 | | |

- Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, [removed: advertising supported] [added: advertising-supported] video-on-demand (“AVOD”) service Tubi, 29 full power broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the U.S. Eighteen of the broadcast television stations are affiliated with the FOX Network and 11 are affiliated with MyNetworkTV.

Unless otherwise indicated, references in this Annual Report on Form 10-K (this “Annual Report”) for the fiscal year ended June 30, [removed: 2025] [added: 2026] (“fiscal [removed: 2025”)] [added: 2026”)] to “FOX,” the “Company,” “we,” “us” or “our” mean Fox Corporation and its consolidated subsidiaries.

FOX became a standalone publicly traded company on March 19, 2019, when Twenty-First Century Fox, Inc. (“21CF”) spun off the Company to 21CF stockholders and FOX’s Class A Common [removed: Stock] [added: Stock, par value $0.01 per share (the “Class A Common Stock”),] and Class B Common [removed: Stock (collectively,] [added: Stock, par value $0.01 per share (the “Class B Common Stock” and, together with] the [added: Class A Common Stock, the] “Common Stock”) began trading on The Nasdaq Global Select Market (the [removed: “Transaction”).][added: “Disney Transaction”).]

The Company is party to a separation and distribution agreement and a tax matters agreement that govern certain aspects of the Company’s relationship with 21CF and Disney following the [added: Disney] Transaction.

The SEC maintains an Internet site that contains reports, proxy and information [removed: statements,] [added: statements] and other information regarding issuers that file electronically with the SEC.

This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange [removed: Act.][added: Act, including statements regarding the Roku Transaction.]

Forward-looking statements may include, among others, the words “may,” “will,” [added: “could,”] “should,” [added: “would,”] “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.

Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking [added: statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.]

Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, [added: the impact of the Roku Transaction and related risks,] government regulation, economic, strategic, political and social conditions.

The Company differentiates itself in a crowded media and entertainment marketplace through the leadership positions of its brands and premium programming that focus on live and “appointment-based” content, a significant presence in major [removed: markets,] [added: markets] and broad distribution of its content across traditional and digital [removed: platforms.]

Tubi, our leading AVOD service, attracts a young, [removed: diverse] [added: multicultural] and highly engaged audience to its content library of [removed: nearly 300,000] [added: over 350,000] movies and television episodes.

For over [removed: 20] [added: 24] consecutive years, FOX News has been the top-rated national cable news channel in Monday to Friday primetime viewing, according to The Nielsen Company (“Nielsen”).

FOX News also finished the fiscal year as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the [removed: tenth] [added: eleventh] consecutive year and delivered ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing.

A leader in marquee live sports broadcasts, FOX Sports programs the National Football League (“NFL”) featuring *America's Game of the [removed: Week*),] [added: Week*,] college football (including the Big Ten Conference), Major League Baseball's (“MLB”) Regular Season, *All-Star Game* and post-season, including exclusive rights to the *World Series*, [added: INDYCAR,] National Association of Stock Car Auto Racing (“NASCAR”) and other marquee cyclical events, including the *Super Bowl* and the Fédération Internationale de Football Association (“FIFA”) Men's *World Cup*.

[added: Tubi has become one of the most relevant and] fastest growing AVOD services in the country, with [removed: 13%] [added: 20%] growth in total view time (the total number of hours watched) in fiscal [removed: 2025] [added: 2026] compared to the prior fiscal year.

[removed: Tubi finished the fiscal year with approximately 2.2% share of all television viewing according to Nielsen’s *The Gauge*, making it among the most watched free ad-supported streaming services in the U.S.] FOX Entertainment has delivered the youngest and most diverse audience of the broadcast networks across all programming in primetime for over two decades.

During the [removed: 2024-2025] [added: 2025-2026] broadcast season, FOX Entertainment featured [removed: two of] the season’s top [removed: three] [added: two] debuts [removed: including the #1 Comedy *Universal Basic Guys*,] [added: among adults 18-49 with *Fear Factor: House of Fear* and *Memory of a Killer*,] along with [removed: television’s] three [removed: highest-rated and] [added: of the top four] most watched cooking shows [added: on television with] *Next Level [removed: Chef*, *Hell’s] [added: Chef, Hell’s] Kitchen* and [removed: *Kitchen Nightmares*.][added: *MasterChef*.]

FOX Television Stations covers 18 Nielsen-designated market areas (“DMAs”), including [removed: 14] [added: 15] of the [removed: 15] [added: 16] largest, and was the #1 or #2 rated news provider in the hours of 5 a.m.

[removed: FOX News and FOX Business are available in approximately 60 million U.S. households and FOX Sports and FOX Entertainment] programming on the FOX Network is available in virtually every U.S. market.

Tubi carries over 100 local station feeds (including feeds of our owned and operated stations), covering [removed: 78] [added: 77] DMAs and 23 of the top 25 markets.

Additionally, our 29 owned and operated television stations cover 18 DMAs, including [removed: 14] [added: 15] of the [removed: 15] [added: 16] largest, and maintain duopolies in 11 DMAs, including New York, Los Angeles and Chicago, the three largest.

These stations provide balanced content of national interest with programming of note to local communities, producing over [removed: 1,350] [added: 1,500] hours of local news coverage each week.

We have maintained significant liquidity, ending fiscal [removed: 2025] [added: 2026] with approximately [removed: $5.4] [added: $4.2] billion of cash and cash equivalents on our balance sheet while returning approximately [removed: $1.25] [added: $2.3] billion of capital to our stockholders through our [added: cash dividend and] stock repurchase [added: program, including a $1.5 billion accelerated share repurchase] program [removed: and cash dividends and retiring $600 million of debt during] [added: in] fiscal [removed: 2025.][added: 2026.]

We also benefit from a tax asset that resulted from the step-up in the tax basis of our assets following the [added: Disney] Transaction, which is expected to provide an annual cash tax benefit for many years.

Our asset portfolio also includes the FOX Studio Lot in Los Angeles, California, which spans over 50 acres and close to 2 million square feet of space for administration and television and film production services available to [added: FOX and] industry clients, including 15 sound stages, and other production facilities.

Additionally, we own an equity stake in Flutter Entertainment plc (“Flutter”), an online sports betting and gaming company with operations in the U.S. and internationally, and we maintain [removed: a valuable] [added: an] option to acquire 18.6% of FanDuel [removed: Group,] [added: Group ("FanDuel"),] a majority-owned subsidiary of Flutter.

Examples of this include digital brand extensions at FOX News Media, including the FOX Nation [removed: SVOD] [added: subscription video-on-demand (or SVOD)] service and the FOX Weather free ad-supported streaming television (“FAST”) service.

[added: At Tubi, our investment in content, technology and marketing] has yielded new viewers and increased engagement from our audience, which has translated into robust revenue growth.

In fiscal [removed: 2025,] [added: 2026,] Tubi expanded its content library through the premiere of [removed: over 70] [added: 50] new original titles and the launch of [removed: 40 sports, entertainment and local news channels, for a total of] over [removed: 320 sports, entertainment and local news channels] [added: 20,000 creator-led episodes] as of the end of the fiscal year.

FOX Entertainment Studios also produces or co-produces original content for third parties including many of the leading SVOD services (Netflix, Amazon Prime [removed: Video, Hulu] [added: Video] and Apple [removed: TV+),] [added: TV),] highlighting the attractiveness of FOX’s content to a wide variety of streaming services.

We expect our internal production capabilities and co-production arrangements will facilitate growth by enabling us to directly manage the economics and programming [removed: decisions] [added: needs] of our broadcast network and television stations.

[removed: For example,] Tubi [added: also] provides us with a wholly-owned digital platform to access a wider digital audience and further the reach of our content.

Tubi continues to experience significant growth in total view time across a library of [removed: nearly 300,000] [added: over 350,000] movies and television episodes, including key FOX entertainment, news and sports programming, and it streamed [removed: approximately 11] [added: over 13] billion hours of content over the course of the fiscal year (a record for the platform).

Tubi’s young, [removed: diverse] [added: multicultural] and highly engaged viewers, the majority of which are classified as “cord-cutters” or “cord-nevers,” is an audience [removed: that] advertisers are eager to reach.

FOX News Media operates a number of digital businesses, including FOX News Digital, which remains the most engaged brand in digital news (leading in total views, minutes [removed: spent] [added: spent, YouTube views] and social interactions), along with the FOX Nation SVOD service, which offers U.S. consumers a variety of content (including original programming), and FOX Weather, which offers local, regional and national weather reporting in addition to live programming.

Additionally, FOX Television Stations operates a portfolio of digital businesses, including the FLX (or FOX Local Extension) digital advertising platform and the LiveNOW from FOX, FOX Local Streams and FOX Soul FAST services, in addition to distributing its local news programming on [removed: Tubi] [added: Tubi, FOX One] and across a range of third-party platforms.

[added: For example,] FOX One, our wholly-owned, direct-to-consumer subscription streaming [removed: service, is expected] [added: service designed] to [removed: launch by the Fall of 2025] [added: attract “cord-cutters”] and [removed: expand] [added: “cord-nevers”, expands] the reach of our programming beyond FOX’s existing [added: distribution] footprint.

| FOX News | | | [removed: 61] [added: 55] | | | | | | [removed: 67] [added: 61] | | |

| FOX Business | | | [removed: 60] [added: 52] | | | | | | [removed: 65] [added: 60] | | |

| FS1 | | | [removed: 61] [added: 55] | | | | | | [removed: 67] [added: 61] | | |

Roku Transaction

On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or “Merger”).

Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger.

The exchange ratio is fixed and will not be adjusted.

Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.

Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, 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 Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party 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.

In addition, FOX 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 transaction if FOX is unable to obtain the required approval of its Class B Common stockholders of the issuance of FOX Class A Common Stock in connection with the transaction.

In connection with execution of the Merger Agreement, Roku founder, Chairman and Chief Executive Officer Anthony Wood and certain associated trusts and related entities that together hold at least a majority of the voting power of the Roku common stock entered into a voting and support agreement with FOX agreeing to vote in favor of the Transaction.

LGC Holdco, LLC (“LGC Holdco”) and its sole manager Cruden 2, LLC also entered into a voting and support agreement with Roku, pursuant to which they agreed to vote all shares of FOX Class B Common Stock owned by them (representing, as of June 30, 2026, approximately 38.8% of the voting power of the FOX Class B Common Stock entitled to vote) in favor of the issuance of shares FOX Class A Common Stock in the transaction.

According to Nielsen’s *The Gaug*e, Tubi finished the fiscal year among the most-watched free ad-supported streaming services in the U.S., averaging approximately 2.2% of all television viewing over the course of the year.

FOX News is available in approximately 55 million U.S. households via MVPDs and in additional households through FOX One.

In fiscal 2026, we added rights to two additional NFL regular season game windows for the 2026 NFL season, and we renewed rights for the CONCACAF Gold Cup in 2027 and 2029.

FOX Television Stations produces live streaming news content on connected televisions and FAST services through both LiveNOW from FOX (its national 24/7 live streaming service) and FOX Local Streams (its group of FAST services that offer live and recorded content from 17 FOX-owned and operated local television stations).

Total view time on FOX Local Streams grew over 17% compared to the prior fiscal year.

In June 2026, the Company announced its proposed acquisition of Roku, a transaction that will combine FOX’s leading sports, news and entertainment content and Tubi service with Roku’s leading connected TV platform, its portfolio of advertising-supported and subscription-based streaming services led by The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households.

| | | | 2026 | | | | | | 2025 | | |

*FOX Latin America.* FOX Latin America, which began operations in June 2025, offers sports programming to audiences in Mexico and Central America through linear television networks, the Tubi AVOD service and a direct-to-consumer subscription streaming service.

Apple TV, Paramount+ and HBO Max, among others.

These affiliation agreements

| TOTAL | | | | | | | | | | | | | | | | | | | | | | | | | | | 38.7% | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

*Red Seat Ventures*

Red Seat Ventures, acquired by FOX in 2025, is a creator-focused digital services company that partners with content creators, brands and media companies to develop digital properties.

The FOX Studio Lot also has network broadcast facilities including two live production studios, production control rooms and editing and graphic spaces.

FOX One leverages technology to enhance the user experience, help audiences discover and enjoy content and integrate live and on-demand content.

FOX One is available to consumers as a stand-alone service and as part of bundled offerings that include other distributors and services.

In addition, MVPD subscribers who receive the Company’s networks can access FOX One on an authenticated basis.

In June

In July 2026, the FCC announced that it will vote at its August 6, 2026 Open Meeting to eliminate the 39% national audience reach television ownership cap.

If adopted, the elimination of the cap would allow a broadcaster to own stations serving 100% of the country subject to traditional public interest review.

*Spectrum Allocation.* In 2020, the FCC reallocated sixty percent of a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming to free up spectrum for the next generation of commercial wireless broadband services, which has reduced the availability and use of satellite transmission spectrum for the television industry.

In July 2025, legislation was signed into law, directing the FCC to conduct an auction of at least 100 MHz of C-Band spectrum within two years.

The FCC launched a rulemaking on the implementation of the auction and requested public comment on whether the remaining spectrum in the C-Band, be, in whole or in part, included in the auction.

In July 2026, the FCC adopted a final Order that requires 160 MHz of the remaining 200 MHz C-Band spectrum to be included in the auction, with the auction to occur in 2027 and the transition of the use of the spectrum to conclude by December 2030 in the top 75 Partial Economic Areas and June 2031 for the rest of the country.

statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements.

Under FOX’s ownership, Tubi has become one of the most relevant and

At Tubi, our investment in content, technology and marketing

In fiscal 2025, we added rights from INDYCAR and LIV Golf and an extension of Big East Conference rights through 2031 while concluding our agreement with WWE.

FOX Television Stations’ rollout of local news content on connected televisions and FAST services in a number of markets has led to the stations’ total view time growing over 150% as compared to the prior fiscal year across FOX Local Streams and LiveNOW from FOX.

| | | | 2025 | | | | | | 2024 | | |

*FOX News Media*.

*FS1*.

*FS2*.

*FOX Soccer Plus*.

*FOX Deportes*.

The Big Ten Network also owns and

*Digital Distribution*.

The Company’s websites and apps provide live and/or on-demand streaming of network-related programming primarily on an authenticated basis to allow video subscribers of the Company’s participating distribution partners to view Company content via the Internet.

See “—Other” below.

*General*.

- *FOX Entertainment*.

| TOTAL | | | | | | | | | | | | | | | | | | | | | | | | | | | 38.5% | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Network and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than the FOX Network.

The put right held by the Credible minority interest shareholder was exercised in December 2024, and the put transaction is expected to be completed in the first half of fiscal 2026.

regulatory approvals.

*Broadcast Licenses*.

*Ownership Regulations*.

In December 2017, the FCC issued a Notice of Proposed Rulemaking pursuant to which it will consider modifying, retaining or eliminating the 39% national television audience reach limitation (including the UHF discount).

The Public Notice seeks public comment on, among other things, whether networks and broadcast affiliates should be treated differently for purposes of the national ownership cap.

Depending on the outcome of this deregulation examination, the Company’s ability to acquire television stations in additional markets may be affected.

voiding a transfer of common stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming common stock held by a non-U.S. stockholder.

*Must-Carry/Retransmission Consent*.

*Children’s Programming*.

*Program Regulation*.

*Advertising Regulation*.

*Broadcast Affiliation*.

*Broadcast Transmission Standard*.

For example, subject to certain exceptions, the CCPA provides individual rights for Californians, such as the right to access, delete, correct, and restrict the “sale” or “sharing” of personal information, including in connection with targeted advertising.

Virginia, Colorado, Connecticut, and Utah have similar privacy laws that became effective in 2023.

More than a dozen other states have passed or introduced similar privacy legislation.

States, and a portion is unionized.

We have a robust parental leave policy, our workplaces have lactation rooms for our new mothers, and we offer onsite subsidized childcare to full-time Los Angeles employees and up to 40 days of backup child, adult, elder and return-to-work care.

See Note 14—Commitments and Contingencies to the accompanying Consolidated Financial Statements of FOX under the heading [removed: “Contingencies”] [added: “Legal and Other Contingencies”] for a discussion of the Company’s legal proceedings.

For the fiscal year ended June 30, [removed: 2025][added: 2026]

As of December 31, [removed: 2024,] [added: 2025,] which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $10.5] [added: $14.5] billion, based upon the closing price of [removed: $48.58] [added: $73.07] per share as quoted on The Nasdaq Global Select Market on that date, and the aggregate market value of the registrant’s Class B Common Stock, par value $0.01 per share, held by non-affiliates was approximately [removed: $6.0] [added: $9.0] billion, based upon the closing price of [removed: $45.74] [added: $64.93] per share as quoted on The Nasdaq Global Select Market on that date.

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Fox Corporation definitive Proxy Statement for its [removed: 2024] [added: 2026] Annual Meeting of Stockholders, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Fox Corporation’s fiscal year end.

| [ITEM [removed: 1.](#if114b84ededc4d0c9e21f5df99371b63_13)] [added: 1.](#ia46ce50dda034f1192588db8ba0fbd05_13)] | | | [removed: [BUSINESS](#if114b84ededc4d0c9e21f5df99371b63_13)] [added: [BUSINESS](#ia46ce50dda034f1192588db8ba0fbd05_13)] | | | [removed: [1](#if114b84ededc4d0c9e21f5df99371b63_13)] [added: [1](#ia46ce50dda034f1192588db8ba0fbd05_13)] | | |

| [ITEM [removed: 1A.](#if114b84ededc4d0c9e21f5df99371b63_16)] [added: 1A.](#ia46ce50dda034f1192588db8ba0fbd05_16)] | | | [RISK [removed: FACTORS](#if114b84ededc4d0c9e21f5df99371b63_16)] [added: FACTORS](#ia46ce50dda034f1192588db8ba0fbd05_16)] | | | [removed: [18](#if114b84ededc4d0c9e21f5df99371b63_16)] [added: [19](#ia46ce50dda034f1192588db8ba0fbd05_16)] | | |

| [ITEM [removed: 1B.](#if114b84ededc4d0c9e21f5df99371b63_19)] [added: 1B.](#ia46ce50dda034f1192588db8ba0fbd05_19)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#if114b84ededc4d0c9e21f5df99371b63_19)] [added: COMMENTS](#ia46ce50dda034f1192588db8ba0fbd05_19)] | | | [removed: [30](#if114b84ededc4d0c9e21f5df99371b63_19)] [added: [33](#ia46ce50dda034f1192588db8ba0fbd05_19)] | | |

| [ITEM [removed: 1C.](#if114b84ededc4d0c9e21f5df99371b63_22)] [added: 1C.](#ia46ce50dda034f1192588db8ba0fbd05_22)] | | | [removed: [CYBERSECURITY](#if114b84ededc4d0c9e21f5df99371b63_22)] [added: [CYBERSECURITY](#ia46ce50dda034f1192588db8ba0fbd05_22)] | | | [removed: [30](#if114b84ededc4d0c9e21f5df99371b63_22)] [added: [33](#ia46ce50dda034f1192588db8ba0fbd05_22)] | | |

| [ITEM [removed: 2.](#if114b84ededc4d0c9e21f5df99371b63_25)] [added: 2.](#ia46ce50dda034f1192588db8ba0fbd05_25)] | | | [removed: [PROPERTIES](#if114b84ededc4d0c9e21f5df99371b63_25)] [added: [PROPERTIES](#ia46ce50dda034f1192588db8ba0fbd05_25)] | | | [removed: [31](#if114b84ededc4d0c9e21f5df99371b63_25)] [added: [34](#ia46ce50dda034f1192588db8ba0fbd05_25)] | | |

| [ITEM [removed: 3.](#if114b84ededc4d0c9e21f5df99371b63_28)] [added: 3.](#ia46ce50dda034f1192588db8ba0fbd05_28)] | | | [LEGAL [removed: PROCEEDINGS](#if114b84ededc4d0c9e21f5df99371b63_28)] [added: PROCEEDINGS](#ia46ce50dda034f1192588db8ba0fbd05_28)] | | | [removed: [32](#if114b84ededc4d0c9e21f5df99371b63_28)] [added: [34](#ia46ce50dda034f1192588db8ba0fbd05_28)] | | |

| [ITEM [removed: 4.](#if114b84ededc4d0c9e21f5df99371b63_31)] [added: 4.](#ia46ce50dda034f1192588db8ba0fbd05_31)] | | | [MINE SAFETY [removed: DISCLOSURES](#if114b84ededc4d0c9e21f5df99371b63_31)] [added: DISCLOSURES](#ia46ce50dda034f1192588db8ba0fbd05_31)] | | | [removed: [32](#if114b84ededc4d0c9e21f5df99371b63_31)] [added: [35](#ia46ce50dda034f1192588db8ba0fbd05_31)] | | |

| [ITEM [removed: 5.](#if114b84ededc4d0c9e21f5df99371b63_37)] [added: 5.](#ia46ce50dda034f1192588db8ba0fbd05_37)] | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if114b84ededc4d0c9e21f5df99371b63_37)] [added: SECURITIES](#ia46ce50dda034f1192588db8ba0fbd05_37)] | | | [removed: [33](#if114b84ededc4d0c9e21f5df99371b63_37)] [added: [36](#ia46ce50dda034f1192588db8ba0fbd05_37)] | | |

| [ITEM [removed: 6.](#if114b84ededc4d0c9e21f5df99371b63_40)] [added: 6.](#ia46ce50dda034f1192588db8ba0fbd05_40)] | | | [removed: [\[RESERVED\]](#if114b84ededc4d0c9e21f5df99371b63_40)] [added: [\[RESERVED\]](#ia46ce50dda034f1192588db8ba0fbd05_40)] | | | [removed: [33](#if114b84ededc4d0c9e21f5df99371b63_40)] [added: [37](#ia46ce50dda034f1192588db8ba0fbd05_40)] | | |

| [ITEM [removed: 7.](#if114b84ededc4d0c9e21f5df99371b63_43)] [added: 7.](#ia46ce50dda034f1192588db8ba0fbd05_43)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#if114b84ededc4d0c9e21f5df99371b63_43)] [added: OPERATIONS](#ia46ce50dda034f1192588db8ba0fbd05_43)] | | | [removed: [34](#if114b84ededc4d0c9e21f5df99371b63_43)] [added: [38](#ia46ce50dda034f1192588db8ba0fbd05_43)] | | |

| [ITEM [removed: 7A.](#if114b84ededc4d0c9e21f5df99371b63_76)] [added: 7A.](#ia46ce50dda034f1192588db8ba0fbd05_70)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if114b84ededc4d0c9e21f5df99371b63_76)] [added: RISK](#ia46ce50dda034f1192588db8ba0fbd05_70)] | | | [removed: [49](#if114b84ededc4d0c9e21f5df99371b63_76)] [added: [54](#ia46ce50dda034f1192588db8ba0fbd05_70)] | | |

| [ITEM [removed: 8.](#if114b84ededc4d0c9e21f5df99371b63_79)] [added: 8.](#ia46ce50dda034f1192588db8ba0fbd05_73)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if114b84ededc4d0c9e21f5df99371b63_79)] [added: DATA](#ia46ce50dda034f1192588db8ba0fbd05_73)] | | | [removed: [51](#if114b84ededc4d0c9e21f5df99371b63_79)] [added: [55](#ia46ce50dda034f1192588db8ba0fbd05_73)] | | |

| [ITEM [removed: 9.](#if114b84ededc4d0c9e21f5df99371b63_178)] [added: 9.](#ia46ce50dda034f1192588db8ba0fbd05_172)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if114b84ededc4d0c9e21f5df99371b63_178)] [added: DISCLOSURE](#ia46ce50dda034f1192588db8ba0fbd05_172)] | | | [removed: [103](#if114b84ededc4d0c9e21f5df99371b63_178)] [added: [107](#ia46ce50dda034f1192588db8ba0fbd05_172)] | | |

| [ITEM [removed: 9A.](#if114b84ededc4d0c9e21f5df99371b63_181)] [added: 9A.](#ia46ce50dda034f1192588db8ba0fbd05_175)] | | | [CONTROLS AND [removed: PROCEDURES](#if114b84ededc4d0c9e21f5df99371b63_181)] [added: PROCEDURES](#ia46ce50dda034f1192588db8ba0fbd05_175)] | | | [removed: [103](#if114b84ededc4d0c9e21f5df99371b63_181)] [added: [107](#ia46ce50dda034f1192588db8ba0fbd05_175)] | | |

| [ITEM [removed: 9B.](#if114b84ededc4d0c9e21f5df99371b63_184)] [added: 9B.](#ia46ce50dda034f1192588db8ba0fbd05_178)] | | | [OTHER [removed: INFORMATION](#if114b84ededc4d0c9e21f5df99371b63_184)] [added: INFORMATION](#ia46ce50dda034f1192588db8ba0fbd05_178)] | | | [removed: [103](#if114b84ededc4d0c9e21f5df99371b63_184)] [added: [107](#ia46ce50dda034f1192588db8ba0fbd05_178)] | | |

| [ITEM [removed: 9C.](#if114b84ededc4d0c9e21f5df99371b63_187)] [added: 9C.](#ia46ce50dda034f1192588db8ba0fbd05_181)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#if114b84ededc4d0c9e21f5df99371b63_187)] [added: INSPECTIONS](#ia46ce50dda034f1192588db8ba0fbd05_181)] | | | [removed: [103](#if114b84ededc4d0c9e21f5df99371b63_187)] [added: [107](#ia46ce50dda034f1192588db8ba0fbd05_181)] | | |

| [PART [removed: III](#if114b84ededc4d0c9e21f5df99371b63_190)] [added: IV](#ia46ce50dda034f1192588db8ba0fbd05_190)] | | | | | | | | |

| [ITEM [removed: 10.](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: 10.](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: GOVERNANCE](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [removed: [104](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: [108](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | |

| [ITEM [removed: 11.](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: 11.](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [EXECUTIVE [removed: COMPENSATION](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: COMPENSATION](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [removed: [104](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: [108](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | |

| [ITEM [removed: 12.](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: 12.](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: MATTERS](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [removed: [104](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: [108](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | |

| [ITEM [removed: 13.](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: 13.](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: INDEPENDENCE](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [removed: [104](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: [108](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | |

| [ITEM [removed: 14.](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: 14.](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: SERVICES](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | | [removed: [104](#if114b84ededc4d0c9e21f5df99371b63_193)] [added: [108](#ia46ce50dda034f1192588db8ba0fbd05_187)] | | |

| [removed: [ITEM](#if114b84ededc4d0c9e21f5df99371b63_199)] [added: [ITEM](#ia46ce50dda034f1192588db8ba0fbd05_193)] 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#if114b84ededc4d0c9e21f5df99371b63_199)] [added: SCHEDULES](#ia46ce50dda034f1192588db8ba0fbd05_193)] | | | [removed: [105](#if114b84ededc4d0c9e21f5df99371b63_199)] [added: [109](#ia46ce50dda034f1192588db8ba0fbd05_193)] | | |

| [ITEM [removed: 16.](#if114b84ededc4d0c9e21f5df99371b63_202)] [added: 16.](#ia46ce50dda034f1192588db8ba0fbd05_196)] | | | [FORM 10-K [removed: SUMMARY](#if114b84ededc4d0c9e21f5df99371b63_202)] [added: SUMMARY](#ia46ce50dda034f1192588db8ba0fbd05_196)] | | | [removed: [107](#if114b84ededc4d0c9e21f5df99371b63_202)] [added: [111](#ia46ce50dda034f1192588db8ba0fbd05_196)] | | |

As of August 4, 2026, 199,401,385 shares of Class A Common Stock and 220,248,764 shares of Class B Common Stock were outstanding.

| [PART I](#ia46ce50dda034f1192588db8ba0fbd05_10) | | | | | | | | |

| [PART II](#ia46ce50dda034f1192588db8ba0fbd05_34) | | | | | | | | |

| [PART III](#ia46ce50dda034f1192588db8ba0fbd05_184) | | | | | | | | |

| | | | [SIGNATURES](#ia46ce50dda034f1192588db8ba0fbd05_199) | | | [112](#ia46ce50dda034f1192588db8ba0fbd05_199) | | |

As of August 1, 2025, 209,954,934 shares of Class A Common Stock and 235,581,025 shares of Class B Common Stock were outstanding.

| [PART I](#if114b84ededc4d0c9e21f5df99371b63_10) | | | | | | | | |

| [PART II](#if114b84ededc4d0c9e21f5df99371b63_34) | | | | | | | | |

| [PART IV](#if114b84ededc4d0c9e21f5df99371b63_196) | | | | | | | | |

| | | | [SIGNATURES](#if114b84ededc4d0c9e21f5df99371b63_205) | | | [108](#if114b84ededc4d0c9e21f5df99371b63_205) | | |

- threat intelligence sharing relationships with industry partners, [removed: peers,] [added: peers] and government agencies, as needed and appropriate.

This evaluation includes an assessment of how the program evaluates and [added: mitigates risk, as well as how it compares against industry benchmarks.]

[removed: The CISO has over 15 years of experience in cybersecurity, information] security and technology, including a background in broadcast media and networking and systems engineering, and has held numerous industry certifications.

As part of the Company’s incident response plan process, cybersecurity risk events of a certain criteria are communicated in a timely manner to the Company’s incident response governing body, which is comprised of members of senior management, including the COO, [removed: CTO,] [added: CTO] and CFO.

The Audit Committee of the Board is responsible for (i) overseeing the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of AI, (ii) overseeing the Company’s financial and other major risk exposures and the steps taken to monitor and control [removed: them,] [added: them] and (iii) providing guidance to the Board on such matters.

The CISO has over 15 years of experience in cybersecurity, information

mitigates risk, as well as how it compares against industry benchmarks.

The historic lot is located on over 50 acres of land and has over [removed: 1.85] [added: 1.8] million square feet of space for both administration and production/post-production services available to service [added: FOX and] a wide array of industry clients, including 15 sound stages, theaters and screening rooms, editing rooms and other television and film production facilities.

The FOX Studio Lot provides two primary revenue streams — the lease of a portion of the office space to [removed: Disney and other] third parties and the operation of studio facilities for third-party [removed: productions, which until March of 2026 will predominantly be Disney] productions.

Each of these properties is considered to be in good condition, adequate for its purpose and suitably utilized according to the individual [added: nature and requirements of the relevant operations.]

nature and requirements of the relevant operations.

Fox Corporation’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), are listed and traded on The Nasdaq Global Select Market [added: (“Nasdaq”)] under the symbols “FOXA” and “FOX,” respectively.

As of June 30, [removed: 2025,] [added: 2026,] there were approximately [removed: 12,900] [added: 11,700] holders of record of shares of Class A Common Stock and approximately [removed: 2,700] [added: 2,400] holders of record of shares of Class B Common Stock.

Below is a summary of the Company’s repurchases of its Class A Common Stock [added: and Class B Common Stock] during fiscal [removed: 2025:][added: 2026:]

| (a) | | | The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below. | | | [removed: | | | | | | | | |]

| (b) | | | These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases. | | | [removed: | | | | | | | | |]

| (c) | | | The Company’s Board of Directors [removed: has] [added: (the “Board”) previously] authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. [removed: The program has no time limit and may be modified, suspended or discontinued at any time. Subsequent to June 30,] [added: In August] 2025, the [removed: Company announced that the] Board [removed: has] authorized incremental stock repurchases of an additional $5 billion of [removed: Class A and Class B] Common Stock. With this increase, the Company’s total stock repurchase authorization is now $12 billion. [removed: | | | | | | | | |] [added: The program has no time limit and may be modified, suspended or discontinued at any time.] | | |

In total, the Company repurchased approximately [removed: 21] [added: 32] million shares of [removed: Class A] Common Stock for approximately [removed: $1] [added: $2] billion during fiscal [removed: 2025.][added: 2026.]

| Total first quarter fiscal 2026 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 4,236,270 | | | | | | $ | 59.01 | | | | | | | |

| Class B Common Stock | | | — | | | | | | — | | | | | | | | |

| Total second quarter fiscal 2026 | | | | | | | | | | | | | | | | | |

| Class A Common Stock(d) | | | 9,388,156 | | | | | | 79.89 | | | | | | | | |

| Class B Common Stock(d) | | | 10,878,803 | | | | | | 73.54 | | | | | | | | |

| Total third quarter fiscal 2026 | | | | | | | | | | | | | | | | | |

| Class A Common Stock(d) | | | 2,718,531 | | | | | | 18.38 | | | | | | | | |

| Class B Common Stock(d) | | | 3,552,249 | | | | | | 14.08 | | | | | | | | |

| Total fourth quarter fiscal 2026 | | | | | | | | | | | | | | | | | |

| Class A Common Stock | | | 805,714 | | | | | | 61.76 | | | | | | | | |

| Class B Common Stock | | | 901,209 | | | | | | 55.48 | | | | | | | | |

| Total fiscal 2026 | | | | | | | | | | | | | | | | | |

| Class A Common Stock(d) | | | 17,148,671 | | | | | | 64.13 | | | | | | | | |

| Class B Common Stock(d) | | | 15,332,261 | | | | | | 58.70 | | | | | | | | |

| | | | 32,480,932 | | | | | | | | | | | | $ | 3,400 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (d) | | | In October 2025, in connection with the stock repurchase program, the Company entered into an accelerated share repurchase (“ASR”) agreement in which the Company paid a third-party financial institution $700 million and $800 million and received initial deliveries of approximately 8.5 million and 10.9 million shares of Class A Common Stock and Class B Common Stock, respectively, representing 80% of the value of such payments in shares, calculated at a price of $65.51 and $58.83 per share, respectively. Upon final settlement of the ASR, the Company received final deliveries of approximately 1.8 million shares of Class A Common Stock in February 2026 and 2.6 million shares of Class B Common Stock in March 2026. The number of shares received upon final settlement were determined using a price of $67.36 and $59.39 per share of the Class A Common Stock and Class B Common Stock, respectively (the volume-weighted average market price of the Common Stock on the Nasdaq during the term of the ASR agreement less a discount, less the initial deliveries) (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Stock Repurchase Program”). | | |

| First quarter fiscal 2025 | | | 6,376,797 | | | | | | $ | 39.22 | | | | | | | |

| Second quarter fiscal 2025 | | | 5,480,348 | | | | | | 45.62 | | | | | | | | |

| Third quarter fiscal 2025 | | | 4,682,037 | | | | | | 53.38 | | | | | | | | |

| April 1, 2025 - April 30, 2025 | | | 997,155 | | | | | | 50.14 | | | | | | | | |

| May 1, 2025 - May 31, 2025 | | | 2,351,080 | | | | | | 55.29 | | | | | | | | |

| June 1, 2025 - June 30, 2025 | | | 1,281,951 | | | | | | 54.60 | | | | | | | | |

| Total fiscal 2025 | | | 21,169,368 | | | | | | 47.24 | | | | | | $ | 400 | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#if114b84ededc4d0c9e21f5df99371b63_85)] [added: Reporting](#ia46ce50dda034f1192588db8ba0fbd05_79)] | | | [removed: [52](#if114b84ededc4d0c9e21f5df99371b63_85)] [added: [56](#ia46ce50dda034f1192588db8ba0fbd05_79)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#if114b84ededc4d0c9e21f5df99371b63_88)] [added: Firm](#ia46ce50dda034f1192588db8ba0fbd05_82)] (PCAOB ID: 42) | | | [removed: [53](#if114b84ededc4d0c9e21f5df99371b63_88)] [added: [57](#ia46ce50dda034f1192588db8ba0fbd05_82)] | | |

| [Consolidated Statements of Operations for the fiscal years ended June 30, [removed: 2025, 2024 and 2023](#if114b84ededc4d0c9e21f5df99371b63_91)] [added: 202](#ia46ce50dda034f1192588db8ba0fbd05_85)[6](#ia46ce50dda034f1192588db8ba0fbd05_85)[, 202](#ia46ce50dda034f1192588db8ba0fbd05_85)[5](#ia46ce50dda034f1192588db8ba0fbd05_85) [and 202](#ia46ce50dda034f1192588db8ba0fbd05_85)[4](#ia46ce50dda034f1192588db8ba0fbd05_85)] | | | [removed: [57](#if114b84ededc4d0c9e21f5df99371b63_91)] [added: [60](#ia46ce50dda034f1192588db8ba0fbd05_85)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2025, 2024 and 2023](#if114b84ededc4d0c9e21f5df99371b63_94)] [added: 202](#ia46ce50dda034f1192588db8ba0fbd05_88)[6](#ia46ce50dda034f1192588db8ba0fbd05_88)[, 202](#ia46ce50dda034f1192588db8ba0fbd05_88)[5](#ia46ce50dda034f1192588db8ba0fbd05_88) [and 202](#ia46ce50dda034f1192588db8ba0fbd05_88)[4](#ia46ce50dda034f1192588db8ba0fbd05_88)] | | | [removed: [58](#if114b84ededc4d0c9e21f5df99371b63_94)] [added: [61](#ia46ce50dda034f1192588db8ba0fbd05_88)] | | |

| [Consolidated Balance Sheets as of June 30, [removed: 2025 and 2024](#if114b84ededc4d0c9e21f5df99371b63_97)] [added: 202](#ia46ce50dda034f1192588db8ba0fbd05_91)[6](#ia46ce50dda034f1192588db8ba0fbd05_91) [and 202](#ia46ce50dda034f1192588db8ba0fbd05_91)[5](#ia46ce50dda034f1192588db8ba0fbd05_91)] | | | [removed: [59](#if114b84ededc4d0c9e21f5df99371b63_97)] [added: [62](#ia46ce50dda034f1192588db8ba0fbd05_91)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2025, 2024 and 2023](#if114b84ededc4d0c9e21f5df99371b63_100)] [added: 202](#ia46ce50dda034f1192588db8ba0fbd05_94)[6](#ia46ce50dda034f1192588db8ba0fbd05_94)[, 202](#ia46ce50dda034f1192588db8ba0fbd05_94)[5](#ia46ce50dda034f1192588db8ba0fbd05_94) [and 202](#ia46ce50dda034f1192588db8ba0fbd05_94)[4](#ia46ce50dda034f1192588db8ba0fbd05_94)] | | | [removed: [60](#if114b84ededc4d0c9e21f5df99371b63_100)] [added: [63](#ia46ce50dda034f1192588db8ba0fbd05_94)] | | |

| [Consolidated Statements of Equity for the fiscal years ended June 30, [removed: 2025, 2024 and 2023](#if114b84ededc4d0c9e21f5df99371b63_103)] [added: 202](#ia46ce50dda034f1192588db8ba0fbd05_97)[6](#ia46ce50dda034f1192588db8ba0fbd05_97)[, 202](#ia46ce50dda034f1192588db8ba0fbd05_97)[5](#ia46ce50dda034f1192588db8ba0fbd05_97) [and 202](#ia46ce50dda034f1192588db8ba0fbd05_97)[4](#ia46ce50dda034f1192588db8ba0fbd05_97)] | | | [removed: [61](#if114b84ededc4d0c9e21f5df99371b63_103)] [added: [64](#ia46ce50dda034f1192588db8ba0fbd05_97)] | | |

[removed: | [Notes to the Consolidated Financial Statements](#if114b84ededc4d0c9e21f5df99371b63_106) | | | [62](#if114b84ededc4d0c9e21f5df99371b63_106) | | |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS]

Management, including the Company’s principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of Fox Corporation’s internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on the framework set forth in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this evaluation, management determined that, as of June 30, [removed: 2025,] [added: 2026,] Fox Corporation maintained effective internal control over financial reporting.

Ernst & Young LLP, the independent registered public accounting firm who audited and reported on the Consolidated Financial Statements of Fox Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2025,] [added: 2026,] has audited the Company’s internal control over financial reporting.

To the Stockholders and the Board of Directors of Fox [removed: Corporation:][added: Corporation]

We have audited Fox Corporation’s internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Fox Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] and the related notes and our report dated August 6, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Fox Corporation (the Company) as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 6, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As disclosed in Note 2 to the consolidated financial statements, the Company has [removed: single and] multi-year contracts for national sports programming. The costs of multi-year sports contracts [removed: at the Company] are primarily amortized based on the ratio of each contract’s current period's attributable revenue to the estimated total remaining attributable revenue. Auditing the amortization of the Company’s national sports programming involved subjective estimation and complex auditor judgment because amortization of this programming is based on estimates of future revenues from the programming. Differing estimates of future revenues could materially affect the timing of sports programming amortization. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the amortization of the Company’s national sports programming, including controls over management’s review of the amortization analysis and the significant assumptions used to develop the estimated future revenues. We also tested management’s controls to validate that the data used in the analysis was complete and accurate. Among other audit procedures performed, we evaluated the significant assumptions used by the Company to estimate future revenues and tested the completeness and accuracy of the underlying [removed: data used in the analysis.] [added: data.] For example, we evaluated management’s forecasts of estimated future revenues by performing a look-back analysis of management’s historical estimates compared to actual results. We also performed a sensitivity analysis of the estimated future revenues to evaluate the change in the amortization of the Company’s national sports programming resulting from changes in the assumptions. | | |

| *Description of the Matter* | | | As disclosed in Note 14 to the consolidated financial statements, the Company and its news businesses and their employees are subject to lawsuits alleging defamation or disparagement. The Company records a liability for those legal proceedings when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. [removed: The Company continues to believe the pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The Company is unable to predict the final outcome of these matters and has determined that a loss is neither probable nor reasonably estimable.] Accounting for contingencies related to defamation and disparagement claims requires management to make significant judgments to determine the likelihood of a loss and if necessary, the estimate of the amount or range of loss related to such matters. Auditing management’s accounting for and disclosure of these matters involves complex auditor judgment in assessing the Company’s evaluation of the probability of a [removed: loss,] [added: loss] and the estimated amount or range of loss. | | |

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Revenues | | | $ | [removed: 16,300] [added: 17,126] | | | | | $ | [removed: 13,980] [added: 16,300] | | | | | $ | [removed: 14,913] [added: 13,980] | |

| Operating expenses | | | [removed: (10,518)] [added: (10,853)] | | | | | | [removed: (9,089)] [added: (10,518)] | | | | | | [removed: (9,689)] [added: (9,089)] | | |

| Selling, general and administrative | | | [removed: (2,168)] [added: (2,367)] | | | | | | [removed: (2,024)] [added: (2,168)] | | | | | | [removed: (2,049)] [added: (2,024)] | | |

| Depreciation and amortization | | | [removed: (385)] [added: (410)] | | | | | | [removed: (389)] [added: (385)] | | | | | | [removed: (411)] [added: (389)] | | |

| Restructuring, impairment and other corporate matters | | | [removed: (350)] [added: (151)] | | | | | | [removed: (67)] [added: (350)] | | | | | | [removed: (1,182)] [added: (67)] | | |

| Equity [removed: (losses) earnings] [added: losses] of affiliates | | | [removed: (29)] [added: (20)] | | | | | | [removed: (44)] [added: (29)] | | | | | | [removed: 4] [added: (44)] | | |

| Interest expense, net | | | [removed: (227)] [added: (274)] | | | | | | [removed: (216)] [added: (227)] | | | | | | [removed: (218)] [added: (216)] | | |

| Non-operating other, net | | | [removed: 438] [added: (773)] | | | | | | [removed: (47)] [added: 438] | | | | | | [removed: 368] [added: (47)] | | |

| Income before income tax expense | | | [removed: 3,061] [added: 2,278] | | | | | | [removed: 2,104] [added: 3,061] | | | | | | [removed: 1,736] [added: 2,104] | | |

| Income tax expense | | | [removed: (768)] [added: (551)] | | | | | | [removed: (550)] [added: (768)] | | | | | | [removed: (483)] [added: (550)] | | |

| Net income | | | [removed: 2,293] [added: 1,727] | | | | | | [removed: 1,554] [added: 2,293] | | | | | | [removed: 1,253] [added: 1,554] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: (30)] [added: (42)] | | | | | | [removed: (53)] [added: (30)] | | | | | | [removed: (14)] [added: (53)] | | |

| Net income attributable to Fox Corporation stockholders | | | $ | [removed: 2,263] [added: 1,685] | | | | | $ | [removed: 1,501] [added: 2,263] | | | | | $ | [removed: 1,239] [added: 1,501] | |

| Basic | | | $ | [removed: 4.97] [added: 3.91] | | | | | $ | [removed: 3.14] [added: 4.97] | | | | | $ | [removed: 2.34] [added: 3.14] | |

| Diluted | | | $ | [removed: 4.91] [added: 3.84] | | | | | $ | [removed: 3.13] [added: 4.91] | | | | | $ | [removed: 2.33] [added: 3.13] | |

| Net income | | | $ | [removed: 2,293] [added: 1,727] | | | | | $ | [removed: 1,554] [added: 2,293] | | | | | $ | [removed: 1,253] [added: 1,554] | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | | | | | | | | | | | | | | | | | |

| Benefit plan adjustments and other | | | [removed: (17)] [added: 17] | | | | | | [removed: 42] [added: (17)] | | | | | | [removed: 77] [added: 42] | | |

| [Notes to the Consolidated Financial Statements](#ia46ce50dda034f1192588db8ba0fbd05_100) | | | [65](#ia46ce50dda034f1192588db8ba0fbd05_100) | | |

To the Stockholders and the Board of Directors of Fox Corporation

| | | | 2026 | | | | | | 2025 | | |

| Net income | | | $ | 1,727 | | | | | $ | 2,293 | | | | | $ | 1,554 | |

| Purchase of noncontrolling interest | | | (208) | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,685 | | | | | | — | | | | | | 1,685 | | | | | | 37 | | | | | | 1,722 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (243) | | | | | | — | | | | | | (243) | | | | | | — | | | | | | (243) | | |

| Shares repurchased | | | (17) | | | | | | — | | | | | | (15) | | | | | | — | | | | | | (559) | | | | | | (1,461) | | | | | | — | | | | | | (2,020) | | | | | | — | | | | | | (2,020) | | |

| Other | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 230 | | | | | | (3) | | | | | | — | | | | | | 227 | | | | | | (42) | | | | | | 185 | | |

| Balance, June 30, 2026 | | | 200 | | | | | | $ | 2 | | | | | 220 | | | | | | $ | 2 | | | | | $ | 7,274 | | | | | $ | 4,457 | | | | | $ | (107) | | | | | $ | 11,628 | | | | | $ | 100 | | | | | $ | 11,728 | |

| | | | 2026 | | | | | | 2025 | | |

During fiscal 2026, the Company recorded a non-cash impairment charge for intangible assets of approximately $64 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in the Statements of Operations within the Television segment.

Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue.

Additionally, the fair value of FCC licenses in certain markets exceeded their respective carrying value by less than 10% as of June 30, 2026.

respectively.

those goods or services.

In addition, the Company generates distribution revenue from subscription fees for the Company’s direct-to-consumer streaming services.

Subscription revenue for the Company’s direct-to-consumer streaming services are recognized evenly over the subscription period.

*Internal-Use Software*

In September 2025, the FASB issued updated guidance that eliminates capitalization of internal-use software costs based on project stages and requires that capitalization begin once management authorizes and

commits to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

On February 18, 2026, the U.S. Department of the Treasury issued Notice 2026-7 (the “Notice”) which contained additional interim guidance on the application of the Corporate Alternative Minimum Tax (“CAMT”), to which the Company is subject, which was enacted as part of the Inflation Reduction Act in August 2022.

Neither the Act nor the Notice had a material impact on the Company’s income tax provision but have resulted in a reduction of the Company’s fiscal 2026 U.S. cash tax obligations and is expected to reduce the Company’s future tax liability.

During fiscal 2026, the Company’s acquisitions were not material.

*Roku Transaction*

On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or the “Merger”).

Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger.

The exchange ratio is fixed and will not be adjusted.

Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.

Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, 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 Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party 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.

In addition, FOX 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

transaction if FOX is unable to obtain the required approval of its Class B Common stockholders of the issuance of FOX Class A Common Stock in connection with the transaction.

The Company expects to fund the cash portion of the Merger consideration with a combination of debt and cash on hand.

In connection with the Merger Agreement, in June 2026, the Company entered into a commitment letter under which the lenders provided $12.0 billion of commitments ($11.0 billion of which is available as of June 30, 2026) to provide senior unsecured bridge loans (the “Bridge Facility”) and a term loan credit agreement under which the lenders committed to provide a $1.0 billion senior unsecured term loan facility (the “Term Loan Facility”) (See Note 9—Borrowings).

In August 2025, the Company purchased the noncontrolling interest of one of its majority-owned subsidiaries (See Note 20—Additional Financial Information under the heading “Redeemable Noncontrolling Interests”).

| (b) | | | See Note 8—Goodwill and Intangible Assets, Net. | | |

| (d) | | | See Note 14—Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity." | | |

Changes in the restructuring program liabilities, which are included in Accounts payable, accrued expenses and other current liabilities in the Balance Sheets, were as follows:

August 6, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Borrowings | | | $ | — | | | | | $ | 599 | |

| Sale of subsidiary noncontrolling interest | | | — | | | | | | — | | | | | | 35 | | |

| Balance, June 30, 2022 | | | 308 | | | | | | $ | 3 | | | | | 243 | | | | | | $ | 3 | | | | | $ | 9,098 | | | | | $ | 2,461 | | | | | $ | (226) | | | | | $ | 11,339 | | | | | $ | 36 | | | | | $ | 11,375 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,239 | | | | | | — | | | | | | 1,239 | | | | | | 30 | | | | | | 1,269 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (265) | | | | | | — | | | | | | (265) | | | | | | — | | | | | | (265) | | |

| Shares repurchased | | | (46) | | | | | | — | | | | | | (8) | | | | | | — | | | | | | (891) | | | | | | (1,123) | | | | | | — | | | | | | (2,014) | | | | | | — | | | | | | (2,014) | | |

The impairment assessment of indefinite-lived intangibles compares the fair value of the assets to their carrying value.

While the Company believes its judgments represent reasonably possible outcomes

views, referred to as impressions, where the performance obligation is the guarantee and revenue is recognized as the guarantee is satisfied.

In addition, the Company generates affiliate fee revenue from agreements with independently owned television stations that are affiliated with the FOX Network and receives retransmission consent fees from MVPDs for their signals.

The Company classifies the amortization of cable distribution investments (capitalized fees paid to MVPDs to facilitate carriage of a cable network) against affiliate fee revenue.

The Company amortizes the cable distribution investments on a straight-line basis over the contract period.

*Segment Reporting*

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that enhances segment reporting by requiring the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss.

*One Big Beautiful Bill Act*

These provisions generally will be applicable for the Company beginning in fiscal 2026.

The Company is currently evaluating the future impact of these tax law changes on our financial statements.

The accounting for the business combinations is based on provisional amounts and the allocation of the consideration transferred is not final and is subject to changes pending the completion of the final valuation of certain assets and liabilities.

In February 2024, FOX announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company (“Disney”), and Warner Bros.

Discovery Inc. (“WBD”) to form a digital distribution platform focused on sports called Venu Sports.

In connection with that decision, FOX recorded restructuring charges and wrote off the previously capitalized costs in Restructuring, impairment and other corporate matters in the Statements of Operations for the fiscal year ended June 30, 2025 (See Note 4—Restructuring, impairment and other corporate matters).

On January 12, 2024, the United Football League (the “UFL”) was launched as a professional spring football league that combines the legacy operations of the United States Football League (the “USFL”), a majority-owned consolidated subsidiary of FOX, and XFL, a third-party company.

| (c) | | | See Note 14—Commitments and Contingencies. | | |

Changes in the restructuring program liabilities were as follows:

Amounts recognized in the Balance Sheets consist of:

| Total restructuring liabilities | | | $ | 15 | | | | | $ | 17 | | | | | $ | 84 | |

| Total | | | $ | 961 | | | | | $ | 1,249 | | | | | $ | — | | | | | $ | (288) | | | | |

| | | | As of June 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 555 | | | | | $ | 797 | | | | | $ | — | | | | | $ | (242) | | | | |

| (a) | | | The amount in fiscal 2025 was primarily due to the acquisition of a digital media company. | | |

The Company and the Credible minority interest shareholder will determine the value of the redeemable noncontrolling interest as part of a predetermined fair market value process, which is expected to be completed in the first half of fiscal 2026.

As of June 30, 2025, the redeemable noncontrolling interest held in Credible has been recorded at the preliminary settlement value.

assets and goodwill.

| Buildings and leaseholds | | | 1,463 | | | | | | 1,369 | | |

| | | | 3,801 | | | | | | 3,572 | | |

| | | | 1,434 | | | | | | 1,402 | | |

| Balance, June 30, 2023 | | | $ | 2,250 | | | | | $ | 642 | | | | | $ | 2,892 | | | | | $ | 192 | | | | | $ | 3,084 | |

| (c) | | | Includes an impairment charge (See Note 2—Summary of Significant Accounting Policies under the heading “Goodwill and Other Intangible Assets”). | | |

Management’s report and the report of the independent registered public accounting firm thereon are set forth on pages [removed: [52](#if114b84ededc4d0c9e21f5df99371b63_85)] [added: [56](#ia46ce50dda034f1192588db8ba0fbd05_79)] and [removed: [53](#if114b84ededc4d0c9e21f5df99371b63_88),] [added: [57](#ia46ce50dda034f1192588db8ba0fbd05_82),] respectively, and are incorporated herein by reference.

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth quarter of fiscal [removed: 2025] [added: 2026] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The information required by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s Definitive Proxy Statement to be filed in connection with its [removed: 2025] [added: 2026] Annual Meeting of Stockholders pursuant to Regulation 14A.

| 2.1 | | | [Separation Agreement, dated as of March 19, 2019, between Twenty-First Century Fox, Inc. and Fox Corporation [removed: (the](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [“](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[Registrant](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[)] [added: (the “Registrant”)] (incorporated herein by reference to Exhibit 2.1 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[s] [added: Registrant’s] Current Report on Form 8-K dated March 14, 2019 and filed with the Securities and Exchange Commission [removed: (the](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [“](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[SEC](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[)] [added: (the “SEC”)] on March 19, 2019 [removed: (the](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) [“](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[March] [added: (the “March] 2019 Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[”](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[).](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)] [added: 8-K”)](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[)](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)[.](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm)] [ѱ](https://www.sec.gov/Archives/edgar/data/1754301/000119312519079678/d721949dex21.htm) | | |

| 4.1 | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex41.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex41.htm)] | | |

| 10.5 | | | [Form of Fox Corporation 2019 Shareholder Alignment Plan Non-Qualified Stock Option Terms and Conditions FY 2025 Annual [removed: Grant](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm) [(incorporated] [added: Grant (incorporated] herein by reference to [removed: E](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[xhibit](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm) [10.5] [added: Exhibit 10.5] to the [removed: Reg](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[istrant](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[’](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[s] [added: Registrant’s] Annual Report on Form 10-K for [removed: the](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm) [fiscal] [added: the fiscal] year [removed: ended](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm) [June] [added: ended June] 30, 2024 [removed: (](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[the](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm) [“](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[2024] [added: (the “2024] Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[”](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[))](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)] [added: 10-K”))](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex105.htm)] | | |

| 10.6 | | | [Form of Employment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1754301/000162828025024466/foxa-2025331x10qex101.htm) [(incorporated] [added: Agreement (incorporated] herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025).](https://www.sec.gov/Archives/edgar/data/1754301/000162828025024466/foxa-2025331x10qex101.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828025024466/foxa-2025331x10qex101.htm) | | |

| [removed: 10.7] [added: 10.8] | | | [Letter Agreement between Lachlan K. Murdoch and News Corporation dated November 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the March 2019 Form 10-Q).](https://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex106_420.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex106_420.htm) | | |

| [removed: 10.8] [added: 10.9] | | | [Letter Agreements between John P. Nallen and News Corporation dated January 1, 2005 and November 17, 2008, as amended through June 3, 2013 (incorporated herein by reference to Exhibit 10.7 to the March 2019 Form 10-Q).](https://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm)[](https://www.sec.gov/Archives/edgar/data/1754301/000156459019018565/fox-ex107_422.htm) | | |

| [removed: 10.9] [added: 10.10] | | | Letter A[greement between Steven Tomsic and the Registrant dated November 17, 2023 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023](https://www.sec.gov/Archives/edgar/data/1754301/000162828024003624/foxa-20231231x10qex101.htm)).+ | | |

| [removed: 10.10] [added: 10.13] | | | [removed: [Transition and Separation] [added: [Termination] Agreement, dated [removed: August 9, 2023,] [added: as of September 8, 2025, by and] between the Registrant and [removed: Viet D. Dinh] [added: the Murdoch Family Trust] (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated [removed: August 9, 2023] [added: September 8, 2025] and filed with the SEC on [removed: August 11, 2023] [added: September 10, 2025] (the [removed: “August 2023] [added: “September 2025] Form [removed: 8-K”)](https://www.sec.gov/Archives/edgar/data/1754301/000119312523210780/d483179dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1754301/000119312523210780/d483179dex101.htm).+] [added: 8-K”)).](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex101.htm)] | | |

| [removed: 10.12] [added: 10.11] | | | [Credit Agreement, dated as of June 14, 2023, among the Registrant, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agents, and Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated June 14, 2023 and filed with the SEC on June 15, 2023).](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm)[ѱ](https://www.sec.gov/Archives/edgar/data/1754301/000119312523167872/d630896dex101.htm) | | |

| [removed: 10.13] [added: 10.7] | | | [removed: [Stockholders Agreement, dated as] [added: [Form] of [removed: November 6, 2019, by and between the Registrant and the Murdoch Family Trust (incorporated] [added: Employment](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [Extens](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm)[ion Letter](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [(incorporated] herein by reference to Exhibit 10.1 to the [removed: Registrant's Current Report] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [Current](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [Report] on [removed: Form 8-K dated November 5, 2019] [added: Form](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [8-K](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm) [dated June 11, 2026] and filed with the SEC on [removed: November 6, 2019).](https://www.sec.gov/Archives/edgar/data/1754301/000119312519285897/d828174dex101.htm)] [added: June 11, 2026](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm)[).](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000162828026042499/exhibit101formofextensiono.htm)] | | |

| 19 | | | [Fox Corporation Insider Trading and Confidentiality [removed: Policy.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex19.htm)] [added: Policy.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex19.htm)] | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex21.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex21.htm)] | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex231.htm#i14737b6d4c8e4984a6120acbca9fc186_1)] [added: Firm.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex231.htm#i5560cd55bb4d4a18bf2939e27637268a_1)] | | |

| 31.1 | | | [Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex311.htm#ic38ff651dfc444e199a35f2993f8a579_1)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex311.htm#id713d2e983ed4a398cedf2fc7dcde0c0_1)] | | |

| 31.2 | | | [Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as [removed: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex312.htm#i887eb78af3fc4ee09dfdc5adaa49b3d8_1)] [added: amended.*](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex312.htm#ia6a763ba57f14e7d95db721a628bbbb6_1)] | | |

| 32.1 | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000162828025038077/foxa-20250630x10kex321.htm#if557e0e406e849b091d3ea94a16efba5_1)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1754301/000162828026053960/foxa-20260630x10kex321.htm#i1c76f613215f4f629c5589f9e9a0805d_1)] | | |

| 97 | | | [Fox Corporation Clawback [removed: Policy](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex97.htm) [](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex97.htm)[(incorporated] [added: Policy (incorporated] herein by reference to Exhibit 97 to the 2024 Form 10-K).](https://www.sec.gov/Archives/edgar/data/1754301/000162828024036123/foxa-20240630x10kex97.htm) | | |

| 101 | | | The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2025] [added: 2026] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023;] [added: 2024;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023;] [added: 2024;] (iii) Consolidated Balance Sheets as of June 30, [removed: 2025] [added: 2026] and [removed: 2024;] [added: 2025;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023;] [added: 2024;] (v) Consolidated Statements of Equity for the fiscal years ended June 30, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] and (vi) Notes to the Consolidated Financial Statements.* | | |

| 2.3 | | | [Agreement and Plan of Merger, dated as of June 14, 2026, among the Registrant, Roku, Inc.](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm) [](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[(“Roku”), Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC. (incorporated herein by](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm) [](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated June 1](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[4](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[, 2026 and](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm) [](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[filed with the SEC on June 15, 2026 (the “June 2026 Form 8-K”)).](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm)[ѱ](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex21.htm) | | |

| 10.12 | | | [Term Loan Credit Agreement, dated as of June 30, 2026, by and among the Registrant, as Borrower, the initial lenders named therein and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 30, 2026 and filed with the SEC on June 30, 2026).](https://www.sec.gov/Archives/edgar/data/1754301/000119312526290605/d44317dex101.htm)[ѱ](https://www.sec.gov/Archives/edgar/data/1754301/000119312526290605/d44317dex101.htm) | | |

| 10.14 | | | [Stockholders Agreement, dated as of September 8, 2025, by and between the Registrant, LGC Holdco, LLC, LGC Family Trust for the Benefit of Lachlan Murdoch, LGC Family Trust for the Benefit of](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex102.htm) [Chloe](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex102.htm) [Murdoch and the LGC Family Trust for the Benefit of](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex102.htm) [Grace](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex102.htm) [Murdoch incorporated herein by reference to Exhibit 10.2 to the September 2025 Form 8-K)).](https://www.sec.gov/Archives/edgar/data/1754301/000119312525200134/d91736dex102.htm) | | |

| 10.15 | | | [Voting and Support Agreement, dated as of June 14, 2026](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex101.htm)[,](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex101.htm) [among the Registrant, Anthony Wood and the other Roku stockholders party thereto (incorporated herein by reference to Exhibit 10.1 to the June 2026 Form 8-K).](https://www.sec.gov/Archives/edgar/data/1754301/000119312526271101/d67132dex101.htm) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| 10.11 | | | [Advisory Services Agreement, dated August 9, 2023, by and among the Registrant, Viet D. Dinh, P.C. and Viet D. Dinh (incorporated herein by reference to Exhibit 10.2 to the August 2023 Form 8-K).](https://www.sec.gov/Archives/edgar/data/1754301/000119312523210780/d483179dex102.htm)[+](https://www.sec.gov/Archives/edgar/data/1754301/000119312523210780/d483179dex102.htm) | | |

| Date: August 6, [removed: 2025] [added: 2026] | | | | | | | | |

| /S/ Lachlan K. Murdoch | | | | | | Executive Chair and Chief Executive Officer (Principal Executive Officer) | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Steven Tomsic | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Tony Abbott AC | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ William A. Burck | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Chase Carey | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Roland A. Hernandez | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Margaret L. Johnson | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |

| /S/ Paul D. Ryan | | | | | | Director | | | | | | August 6, [removed: 2025] [added: 2026] | | |