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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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 (“Nasdaq”) under the symbols “FOXA” and “FOX,” respectively. As of June 30, 2026, there were approximately 11,700 holders of record of shares of Class A Common Stock and approximately 2,400 holders of record of shares of Class B Common Stock.

We expect to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors (See Note 11—Stockholders’ Equity to the accompanying Consolidated Financial Statements under the heading “Dividends”).

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

Total number of shares purchased**(a)**Average price paid per share**(b)**Approximate dollar value of shares that may yet be purchased under the program**(b)(c)**
(in millions)
Total first quarter fiscal 2026
Class A Common Stock4,236,270$59.01
Class B Common Stock——
Total second quarter fiscal 2026
Class A Common Stock(d)9,388,15679.89
Class B Common Stock(d)10,878,80373.54
Total third quarter fiscal 2026
Class A Common Stock(d)2,718,53118.38
Class B Common Stock(d)3,552,24914.08
Total fourth quarter fiscal 2026
Class A Common Stock805,71461.76
Class B Common Stock901,20955.48
Total fiscal 2026
Class A Common Stock(d)17,148,67164.13
Class B Common Stock(d)15,332,26158.70
32,480,932$3,400
(a)The Company has not made any purchases of Common Stock other than in connection with the publicly announced stock repurchase program described below.
(b)These amounts exclude any fees, commissions, excise taxes or other costs associated with the share repurchases.
(c)The Company’s Board of Directors (the “Board”) previously authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. In August 2025, the Board authorized incremental stock repurchases of an additional $5 billion of Common Stock. With this increase, the Company’s total stock repurchase authorization is now $12 billion. The program has no time limit and may be modified, suspended or discontinued at any time.
(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”).

In total, the Company repurchased approximately 32 million shares of Common Stock for approximately $2 billion during fiscal 2026.

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