Item 1A. RISK FACTORS

There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as filed with the Securities and Exchange Commission on August 12, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Below is a summary of the Company’s repurchases of its 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”), during the three months ended December 31, 2022:


	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)
October 1, 2022 – October 31, 2022
Class A Common Stock	1,149,612	$	30.45
Class B Common Stock	528,016	28.41
November 1, 2022 – November 30, 2022
Class A Common Stock	2,411,627	30.38
Class B Common Stock	1,100,294	28.60
December 1, 2022 – December 31, 2022
Class A Common Stock	2,146,959	31.09
Class B Common Stock	970,295	29.22
Total
Class A Common Stock	5,708,198	30.66
Class B Common Stock	2,598,605	28.79
	8,306,803			$	900


(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 or other costs associated with the share repurchases.


(c)			The Company’s Board of Directors (“the Board”) has authorized a $4 billion stock repurchase program, under which the Company can repurchase Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. Subsequent to December 31, 2022, the Company announced that the Board has authorized incremental stock repurchases of an additional $3 billion of Common Stock (See Note 6—Stockholders’ Equity to the accompanying Unaudited Consolidated Financial Statements of FOX under the heading “Stock Repurchase Program”).

In total, the Company repurchased approximately 16 million shares of Common Stock for approximately $500 million during the six months ended December 31, 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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