Item 1A. RISK FACTORS

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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 March 31, 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)
January 1, 2026 - January 31, 2026
Class A Common Stock	—	$	—
Class B Common Stock	—	—
February 1, 2026 - February 28, 2026
Class A Common Stock(d)	2,406,461	13.24
Class B Common Stock	456,637	51.43
March 1, 2026 - March 31, 2026
Class A Common Stock	312,070	58.04
Class B Common Stock(d)	3,095,612	8.57
Total
Class A Common Stock(d)	2,718,531	18.38
Class B Common Stock(d)	3,552,249	14.08
	6,270,780			$	3,500


(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 6—Stockholders’ Equity to the accompanying Unaudited Consolidated Financial Statements of FOX under the heading “Stock Repurchase Program”).

In total, the Company repurchased approximately 31 million shares of Common Stock for approximately $1.9 billion during the nine months ended March 31, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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