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 March 31, 2023:


	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)
January 1, 2023 - January 31, 2023
Class A Common Stock	1,089,696	$	32.12
Class B Common Stock	504,020	30.11
February 1, 2023 - February 28, 2023
Class A Common Stock(d)	23,962,014	43.92
Class B Common Stock	696,000	33.42
March 1, 2023 - March 31, 2023
Class A Common Stock	2,429,570	33.72
Class B Common Stock	1,367,329	31.01
Total
Class A Common Stock(d)	27,481,280	42.55
Class B Common Stock	2,567,349	31.48
	30,048,629			$	2,650


(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”) previously authorized a stock repurchase program, under which the Company can repurchase $4 billion of Common Stock. In February 2023, the Board authorized incremental stock repurchases of an additional $3 billion of Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. With this increase, the Company’s total stock repurchase authorization is now $7 billion.
(d)			In February 2023, 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 $1 billion and received an initial delivery of approximately 22.5 million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $35.54 per share (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 46 million shares of Common Stock for approximately $1.8 billion during the nine months ended March 31, 2023.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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