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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-38776

FOX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware83-1825597
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York,New York10036
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code (212) 852-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolsName of each exchange on which registered
Class A Common Stock, par value $0.01 per shareFOXAThe Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareFOXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of January 30, 2026, 200,693,856 shares of Class A Common Stock, par value $0.01 per share, and 224,702,222 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

FOX CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Page
Part I. Financial Information
Item 1.Financial Statements
Unaudited Consolidated Statements of Operations for the three and six months ended December 31, 2025 and 20241
Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2025 and 20242
Consolidated Balance Sheets as of December 31, 2025 (unaudited) and June 30, 2025 (audited)3
Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 20244
Unaudited Consolidated Statements of Equity for the three and six months ended December 31, 2025 and 20245
Notes to the Unaudited Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk31
Item 4.Controls and Procedures31
Part II. Other Information
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32
Item 3.Defaults Upon Senior Securities33
Item 4.Mine Safety Disclosures33
Item 5.Other Information33
Item 6.Exhibits33
Signature34

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

For the three months ended December 31,For the six months ended December 31,
2025202420252024
Revenues$5,182$5,078$8,920$8,642
Operating expenses(3,895)(3,776)(5,979)(5,794)
Selling, general and administrative(595)(525)(1,184)(1,027)
Depreciation and amortization(100)(97)(198)(188)
Restructuring, impairment and other corporate matters(14)(170)(6)(196)
Equity earnings of affiliates3427
Interest expense, net(98)(80)(148)(130)
Non-operating other, net(161)81(286)314
Income before income tax expense3225151,1211,628
Income tax expense(75)(127)(265)(408)
Net income2473888561,220
Less: Net income attributable to noncontrolling interests(18)(15)(28)(20)
Net income attributable to Fox Corporation stockholders$229$373$828$1,200
EARNINGS PER SHARE DATA
Weighted average shares:
Basic433457440459
Diluted441462448463
Net income attributable to Fox Corporation stockholders per share:
Basic$0.53$0.82$1.88$2.61
Diluted$0.52$0.81$1.85$2.59

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

For the three months ended December 31,For the six months ended December 31,
2025202420252024
Net income$247$388$856$1,220
Other comprehensive income (loss), net of tax:
Benefit plan adjustments and other1(5)1(1)
Other comprehensive income (loss), net of tax1(5)1(1)
Comprehensive income2483838571,219
Less: Net income attributable to noncontrolling interests(a)(18)(15)(28)(20)
Comprehensive income attributable to Fox Corporation stockholders$230$368$829$1,199
(a)Net income attributable to noncontrolling interests includes $3 million and $1 million for the three months ended December 31, 2025 and 2024, respectively, and $4 million and $(1) million for the six months ended December 31, 2025 and 2024, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

As of December 31, 2025As of June 30, 2025
(unaudited)(audited)
ASSETS
Current assets
Cash and cash equivalents$2,017$5,351
Receivables, net3,5572,472
Inventories, net828432
Other324174
Total current assets6,7268,429
Non-current assets
Property, plant and equipment, net1,7391,705
Intangible assets, net2,9512,969
Goodwill3,6383,639
Deferred tax assets2,6212,721
Other non-current assets3,7963,732
Total assets$21,471$23,195
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities$2,416$2,897
Total current liabilities2,4162,897
Non-current liabilities
Borrowings6,6046,602
Other liabilities1,3291,341
Redeemable noncontrolling interests84288
Commitments and contingencies
Equity
Class A Common Stock(a)22
Class B Common Stock(b)22
Additional paid-in capital7,2647,603
Retained earnings3,7834,479
Accumulated other comprehensive loss(123)(124)
Total Fox Corporation stockholders’ equity10,92811,962
Noncontrolling interests110105
Total equity11,03812,067
Total liabilities and equity$21,471$23,195
(a)Class A Common Stock, $0.01 par value per share, 2,000,000,000 shares authorized, 200,553,435 shares and 210,754,900 shares issued and outstanding at par as of December 31, 2025 and June 30, 2025, respectively.
(b)Class B Common Stock, $0.01 par value per share, 1,000,000,000 shares authorized, 224,702,222 shares and 235,581,025 shares issued and outstanding at par as of December 31, 2025 and June 30, 2025, respectively.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

For the six months ended December 31,
20252024
OPERATING ACTIVITIES
Net income$856$1,220
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization198188
Restructuring, impairment and other corporate matters6196
Equity-based compensation6068
Equity earnings of affiliates(2)(7)
Cash distributions received from affiliates—13
Non-operating other, net286(314)
Deferred income taxes100145
Change in operating assets and liabilities, net of acquisitions and dispositions
Receivables and other assets(1,173)(1,190)
Inventories net of programming payable(937)(431)
Accounts payable and accrued expenses(92)(75)
Other changes, net(101)(17)
Net cash used in operating activities(799)(204)
INVESTING ACTIVITIES
Property, plant and equipment(226)(138)
Purchase of investments(143)(79)
Other investing activities, net(24)(23)
Net cash used in investing activities(393)(240)
FINANCING ACTIVITIES
Repurchase of shares(1,800)(500)
Dividends paid and distributions(147)(134)
Purchase of noncontrolling interest(208)—
Other financing activities, net1381
Net cash used in financing activities(2,142)(553)
Net decrease in cash and cash equivalents(3,334)(997)
Cash and cash equivalents, beginning of year5,3514,319
Cash and cash equivalents, end of period$2,017$3,322

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(IN MILLIONS)

Class AClass BAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Fox Corporation Stockholders’ EquityNoncontrolling Interests**(a)**Total Equity
Common StockCommon Stock
SharesAmountSharesAmount
Balance, September 30, 2025209$2235$2$7,557$4,771$(124)$12,208$103$12,311
Net income—————229—22915244
Other comprehensive income——————11—1
Shares repurchased(10)—(11)—(349)(1,216)—(1,565)—(1,565)
Other2———56(1)—55(8)47
Balance, December 31, 2025201$2224$2$7,264$3,783$(123)$10,928$110$11,038
Balance, September 30, 2024222$2235$2$7,641$3,734$(103)$11,276$100$11,376
Net income—————373—37314387
Other comprehensive loss——————(5)(5)—(5)
Shares repurchased(6)———(92)(160)—(252)—(252)
Other3———1012—1032105
Balance, December 31, 2024219$2235$2$7,650$3,949$(108)$11,495$116$11,611
Balance, June 30, 2025211$2235$2$7,603$4,479$(124)$11,962$105$12,067
Net income—————828—82824852
Other comprehensive income——————11—1
Dividends—————(125)—(125)—(125)
Shares repurchased(14)—(11)—(422)(1,396)—(1,818)—(1,818)
Other4———83(3)—80(19)61
Balance, December 31, 2025201$2224$2$7,264$3,783$(123)$10,928$110$11,038
Balance, June 30, 2024226$2235$2$7,678$3,139$(107)$10,714$100$10,814
Net income—————1,200—1,200211,221
Other comprehensive loss——————(1)(1)—(1)
Dividends—————(124)—(124)—(124)
Shares repurchased(12)———(199)(306)—(505)—(505)
Other5———17140—211(5)206
Balance, December 31, 2024219$2235$2$7,650$3,949$(108)$11,495$116$11,611
(a)Excludes Redeemable noncontrolling interests (See Note 11—Additional Financial Information under the heading “Redeemable Noncontrolling Interests”).

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Fox Corporation (“FOX” or the “Company”) is a news, sports and entertainment company, which manages and reports its businesses in the following reportable segments: Cable Network Programming and Television.

The accompanying Unaudited Consolidated Financial Statements of FOX have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.

The preparation of the Company’s Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Unaudited Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates.

These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 as filed with the Securities and Exchange Commission on August 6, 2025 (the “2025 Form 10-K”).

All significant intercompany transactions and accounts within the Company’s consolidated businesses have been eliminated.

The Company’s fiscal year ends on June 30 (“fiscal”) of each year. Certain fiscal 2025 amounts have been reclassified to conform to the fiscal 2026 presentation.

The Unaudited Consolidated Financial Statements are referred to as the “Financial Statements” herein. The Unaudited Consolidated Statements of Operations are referred to as the “Statements of Operations” herein. The Consolidated Balance Sheets are referred to as the “Balance Sheets” herein.

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

The Company’s acquisitions support the Company’s strategy to strengthen its core brands, grow its digital businesses and selectively enhance production capabilities for its digital and linear platforms. During the six months ended December 31, 2025 and 2024, the Company made no acquisitions.

In July 2025, the Company acquired a noncontrolling minority interest in a sports and entertainment company, which was recorded as an equity method investment, initially at fair value.

During the six months ended December 31, 2025, the Company purchased the noncontrolling interest of one of its majority-owned subsidiaries (See Note 11—Additional Financial Information under the heading “Redeemable Noncontrolling Interests”).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. INVENTORIES, NET

The Company’s inventories were comprised of the following:

As of December 31, 2025As of June 30, 2025
(in millions)
Licensed programming, including prepaid sports rights$1,073$633
Owned programming678541
Total inventories, net1,7511,174
Less: current portion of inventories, net(828)(432)
Total non-current inventories, net$923$742
Owned programming
Released$293$308
In-process or other385233
Total$678$541

The following table presents the aggregate amortization expense related to Inventories, net included in Operating expenses in the Statements of Operations:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Total amortization expense$2,819$2,758$3,963$3,888

NOTE 4. FAIR VALUE

Fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).

The following tables present information about financial assets and redeemable noncontrolling interests carried at fair value on a recurring basis:

Fair value measurements
As of December 31, 2025
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$955$955(a)$—$—
Redeemable noncontrolling interests(57)——(57)(b)
Total$898$955$—$(57)

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair value measurements
As of June 30, 2025
TotalLevel 1Level 2Level 3
(in millions)
Investments in equity securities$1,249$1,249(a)$—$—
Redeemable noncontrolling interests(261)——(261)(b)
Total$988$1,249$—$(261)
(a)The investments categorized as Level 1 primarily represent an investment in equity securities of Flutter Entertainment plc (“Flutter”) with a readily determinable fair value.
(b)See Note 11—Additional Financial Information. The Company utilizes both the market and income approach valuation techniques for its Level 3 fair value measures. Inputs to such measures could include observable market data obtained from independent sources such as broker quotes and recent market transactions for similar assets. It is the Company’s policy to maximize the use of observable inputs in the measurement of its Level 3 fair value measurements. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the redeemable noncontrolling interests. Examples of utilized unobservable inputs are future cash flows and long-term growth rates.

Financial Instruments

The carrying value of the Company’s financial instruments exclusive of borrowings, such as cash and cash equivalents, receivables and payables approximates fair value.

The following table sets forth the fair value and carrying value of the Company’s Borrowings:

As of December 31, 2025As of June 30, 2025
(in millions)
Borrowings
Fair value$6,739$6,625
Carrying value$6,604$6,602

Fair value is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (a Level 1 measurement).

Concentrations of Credit Risk

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Generally, the Company does not require collateral to secure receivables. As of December 31, 2025 and June 30, 2025, the Company had no individual customers that accounted for 10% or more of the Company’s receivables.

NOTE 5. BORROWINGS

Borrowings include senior notes (See Note 9—Borrowings in the 2025 Form 10-K under the heading “Public Debt – Senior Notes Issued”). The Company is party to a credit agreement providing a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and a maturity date of June 2028 (See Note 9—Borrowings in the 2025 Form 10-K under the heading “Revolving Credit Agreement”). As of December 31, 2025, there were no borrowings outstanding under the revolving credit agreement.

NOTE 6. STOCKHOLDERS’ EQUITY

Stock Repurchase Program

The Company’s Board of Directors (the “Board”) previously authorized a stock repurchase program under which the Company can repurchase $7 billion of 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”). 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.

Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.

In October 2025, 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, which were the Nasdaq Global Select Market (“Nasdaq”) closing share prices of the Class A Common Stock and Class B Common Stock, respectively, on October 30, 2025. Upon final settlement of the ASR, the Company may receive final deliveries of additional shares of such Common Stock. The number of shares, if any, to be received upon final settlement will be determined using 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. The Company accounted for the ASR agreement as two separate transactions. The initial deliveries of Common Stock were accounted for as a treasury stock transaction recorded on the acquisition date. The final settlements of Common Stock are accounted for as a forward contract indexed to the Class A Common Stock or Class B Common Stock, as applicable, and qualified as an equity transaction. The Company anticipates completing the transaction during the second half of fiscal 2026.

Inclusive of the ASR agreement, the Company repurchased approximately 25 million shares of Common Stock for approximately $1.8 billion during the six months ended December 31, 2025.

As of December 31, 2025, the Company’s remaining stock repurchase authorization was approximately $3.6 billion.

Stockholders Agreement

On September 8, 2025, the Company entered into a new stockholders agreement (the “New Stockholders Agreement”) with LGC Holdco, LLC (“LGC Holdco”) and certain Murdoch family trusts (collectively, the “LGC Family Trusts”). In connection with this, the stockholders agreement between the Company and the Murdoch Family Trust (See Note 11—Stockholders’ Equity in the 2025 Form 10-K) was terminated. The New Stockholders Agreement limits the LGC Family Trusts and LGC Holdco from owning, collectively with certain Murdoch family members (the “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of Class B Common Stock and requires the LGC Family Trusts and LGC Holdco to forfeit votes to the extent necessary to ensure that the Murdoch Individuals, the LGC Family Trusts and LGC Holdco collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch Individual votes their own shares differently from the others on any matter. In addition, the New Stockholders Agreement provides the Company with a right of first refusal with respect to any underwritten public offering of the shares of Class B Common Stock held by the LGC Family Trusts or LGC Holdco to anyone

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

other than the Murdoch Individuals and their affiliates, subject to certain exceptions, and provides the LGC Family Trusts and LGC Holdco with certain customary registration rights.

Dividends

The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and Class B Common Stock:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
Cash dividend per share$—$—$0.28$0.27

Subsequent to December 31, 2025, the Company declared a semi-annual dividend of $0.28 per share on both the Class A Common Stock and the Class B Common Stock. The dividend declared is payable on March 25, 2026 with a record date for determining dividend entitlements of March 4, 2026.

NOTE 7. EQUITY-BASED COMPENSATION

The Company has equity-based compensation plans, including the Fox Corporation 2019 Shareholder Alignment Plan (See Note 12—Equity-Based Compensation in the 2025 Form 10-K).

The following table summarizes the Company’s equity-based compensation:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Equity-based compensation$32$34$60$68
Intrinsic value of all settled equity-based awards$25$25$181$103
Tax benefit on settled equity-based awards$3$2$29$17

The Company’s equity-based awards are settled in Class A Common Stock. As of December 31, 2025, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees was approximately $160 million and is expected to be recognized over a weighted average period between two and three years.

The computation of diluted earnings per share did not include stock options or performance-based stock options outstanding during each period presented if their inclusion would have been antidilutive, and, for those shares that are contingently issuable, if all necessary conditions have not been satisfied for the periods presented.

Awards Vested, Granted and Exercised

Restricted Stock Units

During the six months ended December 31, 2025 and 2024, approximately 1.6 million and 1.5 million restricted stock units (“RSUs”) vested and approximately 1.2 million and 1.7 million RSUs were granted, respectively. These RSUs generally vest in equal annual installments over a three-year period subject to participants’ continued employment with the Company.

Performance-Based Stock Options

During the six months ended December 31, 2025 and 2024, approximately 1.7 million and 2.5 million performance-based stock options were exercised and approximately 2.4 million and 3.4 million were granted,

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

respectively, which will vest in full at the end of a three-year performance period as the market condition has been met and have a term of seven years thereafter.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The total firm commitments and future debt payments as of December 31, 2025 and June 30, 2025 were approximately $34 billion and $35 billion, respectively. The decrease from June 30, 2025 was primarily due to sports programming rights payments.

Legal and Other Contingencies

The Company establishes an accrued liability for legal claims and indemnification claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition. For the contingencies disclosed below for which there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the Company was unable to estimate the amount of loss or range of loss.

FOX News

The Company’s FOX News business and certain of its current and former employees have been subject to allegations of sexual harassment and discrimination on the basis of sex and race. The Company has resolved many of these claims and is contesting other claims in litigation. The Company has also received regulatory and investigative inquiries relating to these matters. To date, none of the amounts paid in settlements or reserved for pending or future claims is material, individually or in the aggregate, to the Company. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time. However, the Company does not currently anticipate that the ultimate resolution of any such pending matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

U.K. Newspaper Matters Indemnity

In connection with the separation of Twenty-First Century Fox, Inc. (“21CF”) and News Corporation in June 2013 (the “21CF News Corporation Separation”), 21CF agreed to indemnify News Corporation, on an after-tax basis, for payments made after the 21CF News Corporation Separation arising out of civil claims and investigations relating to phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corporation before the 21CF News Corporation Separation, as well as legal and professional fees and expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corporation (the “U.K. Newspaper Matters Indemnity”). In accordance with the separation agreement entered into connection with the separation of 21CF and the Company in 2019 and 21CF becoming a wholly-owned subsidiary of The Walt Disney Company (“Disney”) (the “Transaction”), the Company assumed certain costs and liabilities related to the U.K. Newspaper Matters Indemnity. The liability recorded in the Balance Sheets related to the indemnity was approximately $30 million as of June 30, 2025 and approximately $25 million as of December 31, 2025.

Defamation and Disparagement Claims

From time to time, the Company and its news businesses, including FOX News Media and the FOX Television Stations, and their employees are subject to lawsuits alleging defamation or disparagement. This

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

includes the lawsuit filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) in February 2021 seeking $2.7 billion in damages.

The Company continues to believe the Smartmatic and other pending lawsuits alleging defamation or disparagement are without merit and intends to defend against them vigorously, including through any appeals. The parties argued summary judgment motions in the Smartmatic case on December 2, 2025. At this time, no trial date has been set by the court in the Smartmatic lawsuit and a trial is not expected to commence until later in 2026 at the earliest. The Company is unable to predict the final outcome of these matters and has determined that a loss in the Smartmatic case is neither probable nor reasonably estimable. There can be no assurance that the ultimate resolution of these pending matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

In 2023, stockholders of the Company filed derivative lawsuits in the Delaware Court of Chancery (the “Chancery Court”) against certain directors and officers of the Company, naming the Company as a nominal defendant. The Chancery Court consolidated the lawsuits into one matter captioned In re Fox Corporation Deriv. Litig., C.A. No. 2023-0418 (Del.Ch.). On April 26, 2024, the lead plaintiffs filed an amended complaint that alleges that certain directors and officers, as applicable, breached their fiduciary duties by allowing the Company’s news channel to air allegations regarding election fraud in connection with the 2020 U.S. Presidential election, which resulted in significant defamation litigation. The amended complaint seeks orders awarding damages in favor of the Company; directing the Company to reform and improve its policies and procedures; and awarding the plaintiffs attorneys' fees and costs. On December 27, 2024, the Chancery Court denied the defendants’ motion to dismiss the amended complaint. On February 18, 2025, the Chancellor of the Chancery Court, on the Chancellor’s own motion, reassigned the consolidated lawsuit to a different Vice Chancellor. On April 28, 2025, the Chancery Court granted the defendants’ motion for leave to move for summary judgment on an issue relating to director independence and limited discovery on this issue is ongoing. The Company intends to continue to vigorously defend against these claims.

Tax Contingencies

The Company’s operations are subject to tax primarily in various domestic jurisdictions and as a matter of course, the Company is regularly audited by federal and state tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity. In connection with the Transaction, each member of the 21CF consolidated group, which includes 21CF, the Company (prior to the Transaction) 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. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of 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 current or future audits by the IRS in amounts that the Company cannot quantify.

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a small group covered by collective bargaining agreements. The net periodic benefit cost was $9 million and $8 million for the three months ended December 31, 2025 and 2024, respectively, and $17 million for the six months ended December 31, 2025 and 2024.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. SEGMENT INFORMATION

The Company is a news, sports and entertainment company, which manages and reports its businesses in four operating segments: Cable Network Programming, Television, Credible and the FOX Studio Lot with the following two reportable segments:

  • Cable Network Programming**, which produces and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (“traditional MVPDs”), virtual multi-channel video programming distributors (“virtual MVPDs”) and other digital platforms, primarily in the U.S.

  • Television**, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising supported video-on-demand 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. The segment also includes various production companies that produce content for the Company and third parties.

The Credible and the FOX Studio Lot operating segments do not meet the criteria under GAAP to be separately reported as a reportable segment or aggregated with other operating segments, and as such are presented as part of Corporate and Other, which is not a reportable segment. Corporate and Other principally consists of FOX One, the Company’s direct-to-consumer subscription streaming service launched in August 2025, Credible, the FOX Studio Lot and corporate overhead costs. Credible is a U.S. consumer finance marketplace. The FOX Studio Lot, located in Los Angeles, California, provides television and film production services along with office space, studio operation services and includes all operations of the facility.

The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA (defined below). Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses. Intersegment transactions principally relate to the sublicensing of sports 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 is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment EBITDA does not include: 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. 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 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.

We use the term "MVPDs" to refer collectively to traditional MVPDs and virtual MVPDs.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The tables below present summarized financial information for each of the Company’s reportable segments and Corporate and Other.

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Revenues
Cable Network Programming$2,275$2,165$3,937$3,762
Television2,9372,9614,9874,914
Corporate and Other12458213123
Eliminations(154)(106)(217)(157)
Total revenues$5,182$5,078$8,920$8,642
Segment EBITDA
Cable Network Programming$687$657$1,487$1,405
Television143205542577
Corporate and Other(138)(81)(272)(153)
Amortization of cable distribution investments—(4)—(8)
Depreciation and amortization(100)(97)(198)(188)
Restructuring, impairment and other corporate matters(14)(170)(6)(196)
Equity earnings of affiliates3427
Interest expense, net(98)(80)(148)(130)
Non-operating other, net(161)81(286)314
Income before income tax expense3225151,1211,628
Income tax expense(75)(127)(265)(408)
Net income2473888561,220
Less: Net income attributable to noncontrolling interests(18)(15)(28)(20)
Net income attributable to Fox Corporation stockholders$229$373$828$1,200

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Reconciliation of Revenues to Segment EBITDA
Cable Network Programming
Revenues$2,275$2,165$3,937$3,762
Operating expenses(1,426)(1,354)(2,129)(2,056)
Selling, general and administrative(162)(158)(321)(309)
Amortization of cable distribution investments—4—8
Segment EBITDA$687$657$1,487$1,405
Television
Revenues$2,937$2,961$4,987$4,914
Operating expenses(2,521)(2,499)(3,906)(3,832)
Selling, general and administrative(273)(257)(539)(505)
Segment EBITDA$143$205$542$577
For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Revenues by Segment by Component
Cable Network Programming
Distribution(a)$1,163$1,109$2,253$2,171
Advertising491460836781
Content and other621596848810
Total Cable Network Programming revenues2,2752,1653,9373,762
Television
Advertising1,9641,9623,0312,970
Distribution(a)8318241,6521,630
Content and other142175304314
Total Television revenues2,9372,9614,9874,914
Corporate and Other12458213123
Eliminations(154)(106)(217)(157)
Total revenues$5,182$5,078$8,920$8,642
(a)The Company generates distribution revenue from agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company’s owned and operated television stations and from subscription fees for the Company’s direct-to-consumer streaming services. In addition, the Company generates distribution revenue from agreements with independently owned television stations that are affiliated with the FOX Network.

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Depreciation and amortization
Cable Network Programming$27$25$53$45
Television30306059
Corporate and Other43428584
Total depreciation and amortization$100$97$198$188
For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Capital expenditures
Cable Network Programming$38$30$66$53
Television31176328
Corporate and Other53279757
Total capital expenditures$122$74$226$138
As of December 31, 2025As of June 30, 2025
(in millions)
Assets
Cable Network Programming$3,138$2,895
Television9,4327,924
Corporate and Other7,41210,755
Investments1,4891,621
Total assets$21,471$23,195

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. ADDITIONAL FINANCIAL INFORMATION

Restructuring, Impairment and Other Corporate Matters

The following table sets forth the components of Restructuring, impairment and other corporate matters included in the Statements of Operations:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Restructuring charges$(5)$(3)$(7)$(11)
Other corporate matters
Legal settlement costs(a)(4)(90)(10)(97)
U.K. Newspaper Matters Indemnity(b)(1)(13)(2)(19)
Other(a)(4)(64)13(69)
Total restructuring, impairment and other corporate matters$(14)$(170)$(6)$(196)
(a)Primarily related to the discontinuation of Venu Sports for the three and six months ended December 31, 2024.
(b)See Note 8—Commitments and Contingencies under the heading "U.K. Newspaper Matters Indemnity."

Interest Expense, net

The following table sets forth the components of Interest expense, net included in the Statements of Operations:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Interest expense$(120)$(117)$(220)$(219)
Interest income22377289
Total interest expense, net$(98)$(80)$(148)$(130)

Non-Operating Other, net

The following table sets forth the components of Non-operating other, net included in the Statements of Operations:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Net (losses) gains on investments in equity securities(a)$(158)$83$(280)$319
Other(3)(2)(6)(5)
Total non-operating other, net$(161)$81$(286)$314
(a)Net (losses) gains on investments in equity securities includes the (losses) gains related to the change in fair value of the Company’s investment in Flutter (See Note 4—Fair Value).

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Non-Current Assets

The following table sets forth the components of Other non-current assets included in the Balance Sheets:

As of December 31, 2025As of June 30, 2025
(in millions)
Investments(a)$1,489$1,621
Inventories, net923742
Operating lease assets837814
Grantor Trust assets236246
Other311309
Total other non-current assets$3,796$3,732
(a)Includes investments accounted for at fair value on a recurring basis of $955 million and $1.2 billion as of December 31, 2025 and June 30, 2025, respectively (See Note 4—Fair Value).

Accounts Payable, Accrued Expenses and Other Current Liabilities

The following table sets forth the components of Accounts payable, accrued expenses and other current liabilities included in the Balance Sheets:

As of December 31, 2025As of June 30, 2025
(in millions)
Accrued expenses$1,013$1,081
Programming payable7521,070
Deferred revenue318299
Operating lease liabilities4241
Other current liabilities291406
Total accounts payable, accrued expenses and other current liabilities$2,416$2,897

Other Liabilities

The following table sets forth the components of Other liabilities included in the Balance Sheets:

As of December 31, 2025As of June 30, 2025
(in millions)
Non-current operating lease liabilities$849$822
Accrued non-current pension/postretirement liabilities264276
Other non-current liabilities216243
Total other liabilities$1,329$1,341

Redeemable Noncontrolling Interests

Put rights held by minority shareholders in consolidated companies are recorded by the Company as redeemable noncontrolling interests. The put right held by the Credible Labs Inc. (“Credible”) minority interest shareholder was exercised in December 2024 and was settled during the six months ended December 31, 2025. The put right held by the entertainment production company’s minority shareholder will become

FOX CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

exercisable in fiscal 2027. The put right held by the digital media company’s minority shareholders will become exercisable in fiscal 2030.

The changes in redeemable noncontrolling interests were as follows:

For the three months ended December 31,For the six months ended December 31,
2025202420252024
(in millions)
Beginning of period$(81)$(202)$(288)$(242)
Net (income) loss(3)(1)(4)1
Redemption of noncontrolling interests——208—
Accretion and redemption value adjustments—3—41
End of period$(84)$(200)$(84)$(200)

Future Performance Obligations

As of December 31, 2025, approximately $6.3 billion of revenues are expected to be recognized primarily over the next one to three years. The Company’s most significant remaining performance obligations relate to distribution contracts, content licensing contracts with fixed fees and sports advertising contracts. The amount disclosed does not include (i) revenues related to performance obligations that are part of a contract whose original expected duration is one year or less, (ii) revenues that are in the form of sales- or usage-based royalties and (iii) revenues related to performance obligations for which the Company elects to recognize revenue in the amount it has a right to invoice.

Supplemental Information

The following table summarizes supplemental information on the Statements of Cash Flows:

For the six months ended December 31,
20252024
(in millions)
Supplemental cash flow information
Cash paid for interest$(218)$(217)
Cash paid for income taxes$(252)$(222)

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS