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, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025.

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, 2025:


	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, 2025 - October 31, 2025
Class A common stock	839,843	$	59.53
Class B common stock	—	—
November 1, 2025 - November 30, 2025
Class A common stock(d)	8,548,313	81.89
Class B common stock(d)	10,878,803	73.54
December 1, 2025 - December 31, 2025
Class A common stock	—	—
Class B common stock	—	—
Total
Class A common stock(d)	9,388,156	79.89
Class B common stock(d)	10,878,803	73.54
	20,266,959			$	3,600


(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 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 (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 25 million shares of Common Stock for approximately $1.8 billion during the six months ended December 31, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Previous: Item 1. LEGAL PROCEEDINGS · Next: Item 5. OTHER INFORMATION