The Company maintains the Fox Corporation 2019 Shareholder Alignment Plan (the "SAP"), under which equity-based compensation, including stock options (including performance-based stock options ("PSOs")), stock appreciation rights, restricted and unrestricted stock, RSUs, performance stock units "PSUs") and other

types of FOX equity awards may be granted. The Company's officers, directors and employees are eligible to participate in the SAP. The maximum number of shares of Class A Common Stock that may be issued under the SAP is 65 million shares. As of June 30, 2022, the remaining number of shares of Class A Common Stock available for issuance under the SAP was approximately 43 million.

Awards granted under the SAP (other than stock options or stock appreciation rights) entitle the holder to receive Dividend Equivalents (as defined in the SAP) for each regular cash dividend on the common stock underlying the award paid by the Company during the award period. Dividend equivalents granted with respect to equity awards will be accrued during the applicable award period and such dividend equivalents will vest and be paid only if and when the underlying award vests.

RSUs are awards that represent the potential to receive shares of Class A Common Stock at the end of the applicable vesting period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board (the "Compensation Committee") may establish. RSUs awarded under the SAP are fair valued based upon the fair market value of Class A Common Stock on the grant date. Any person who holds RSUs has no ownership interest in the shares of Class A Common Stock to which such RSUs relate until and unless shares of Class A Common Stock are delivered to the holder.

In fiscal 2022, 2021 and 2020, a total of approximately 1.7 million, 2.2 million and 1.1 million RSUs were granted, respectively, which vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company.

PSUs are fair valued on the date of grant and expensed over the service period using a straight-line method as the awards cliff vest at the end of a three-year performance period. The Company also estimates the number of shares expected to vest which is based on management's determination of the probable outcome of the performance conditions, which requires considerable judgment. The Company records a cumulative adjustment in periods in which the Company's estimate of the number of shares expected to vest changes. Additionally, the Company ultimately adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. The number of shares that will be issued upon vesting of PSUs can range from 0% to 200% of the target award, based on the Company's three-year total shareholder return ("TSR") as measured against the three-year TSR of the companies that comprise the Standard and Poor's 500 Index and other performance measures. The fair value of the TSR condition is determined using a Monte Carlo simulation model.

In fiscal 2022, 2021 and 2020, a total of approximately 0.2 million, 0.3 million and 1.4 million PSUs were granted, respectively, which have a three-year performance measurement period. The awards are subject to the achievement of three pre-established objective performance measures determined by the Compensation Committee. The awards issued will be settled in shares of Class A Common Stock upon vesting and are subject to the participants' continued employment with the Company. Any person who holds PSUs has no ownership interest in the shares of Class A Common Stock to which such PSUs relate until and unless shares of Class A Common Stock are delivered to the holder. All shares of Class A Common Stock underlying awards that are cancelled or forfeited become available for future grants. Certain of these awards have a graded vesting provision and the expense recognition is accelerated.


	Fiscal 2022			Fiscal 2021			Fiscal 2020
	Number of shares	Weighted average grant- date fair value		Number of shares	Weighted average grant- date fair value		Number of shares	Weighted average grant- date fair value
RSUs and PSUs
Unvested units at beginning of the year	5,695	$	31.75	8,043	$	29.98	7,660	$	32.27
Granted	1,909	35.77		2,495	28.07		2,499	32.44
Vested	(2,417)	33.32		(4,654)	26.71		(1,862)	43.07
Cancelled	(135)	31.44		(189)	32.01		(254)	27.14
Unvested units at the end of the year(a)	5,052	$	32.53	5,695	$	31.75	8,043	$	29.98

Stock options are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time and become exercisable over time, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. Stock Options granted under the SAP were fair valued using a Black-Scholes option valuation model that uses the following assumptions: (i) expected volatility was generally based on historical volatility of the Company and the Company's peer group over the expected term of the stock options; (ii) expected term of stock options granted was generally determined by analyzing historical data of the Company's peer group and represented the period of time that stock options granted were expected to be outstanding; (iii) risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award; and (iv) expected dividend yield.

During fiscal 2020, the Company granted approximately 3.8 million stock options, which generally have a term of seven years and vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company.

PSOs are awards that entitle the holder to purchase a specified number of shares of Class A Common Stock at a specified price for a specified period of time, contingent on the performance of the Class A Common Stock over a three-year period, subject to the terms and conditions of the SAP, the applicable award documents and such other terms and conditions as the Compensation Committee of the Board may establish. The PSOs granted under the SAP will vest in full only if the Company's Class A Common Stock exceeds the exercise price of the PSO by a certain threshold over a certain period of time during the performance period (the "market condition"). The PSOs were fair valued using a Monte Carlo simulation model that uses the following assumptions: (i) expected volatility; (ii) expected term; (iii) risk-free interest rate; and (iv) expected dividend yield. Compensation cost related to the PSO will be recognized even if the market condition is not met.

During fiscal 2022 and 2021, the Company granted approximately 4.0 million and 5.0 million PSOs, respectively. As the market condition has been met for fiscal 2022 and 2021, the PSOs will vest in full at the end of the applicable three-year performance period and have a term of seven years thereafter.


	Fiscal 2022			Fiscal 2021			Fiscal 2020
	Number of options	Weighted average exercise price		Number of options	Weighted average exercise price		Number of options	Weighted average exercise price

Outstanding at the beginning of the year	11,150	$	32.09	6,809	$	35.11	3,113	$	40.25
Granted	3,990	34.83		5,003	27.52		3,838	30.87
Exercised(a)	(542)	31.94		(386)	27.21		—	—
Cancelled	(348)	30.38		(276)	30.44		(142)	33.37
Outstanding at the end of the year(b)	14,250	$	32.90	11,150	$	32.09	6,809	$	35.11
Exercisable at the end of the year(c)	4,586	$	37.13	3,981	$	38.12	1,626	$	39.30
Weighted average grant-date fair value of options granted		$	7.48		$	7.37		$	6.87
Weighted average remaining contractual term of options outstanding at the end of the year		6.75 years			6.82 years			5.98 years
Weighted average remaining contractual term of options exercisable at the end of the year		3.89 years			4.81 years			5.50 years


(a)			During fiscal 2022 and fiscal 2021, the Company received approximately $17 million and $12 million, respectively, in cash payments from the exercise of stock options.
(b)			The intrinsic value of options outstanding as of June 30, 2022, 2021 and 2020 was $26.9 million, $65.6 million and $2.8 million, respectively.
(c)			The intrinsic value of options exercisable as of June 30, 2022, 2021 and 2020 was $3.1 million, $5.5 million and $0.7 million, respectively.


	For the years ended June 30,
	2022		2021		2020
Expected volatility	35.00	%	35.00	%	26.66	%
Risk-free interest rate	1.20	%	0.66	%	1.43	%
Expected dividend yield	1.31	%	1.67	%	1.46	%
Expected term	5.29 years		5.29 years		3.83 years


	For the years ended June 30,
	2022		2021		2020
	(in millions)
Equity-based compensation	$	102	$	147	$	156
Intrinsic value of all settled equity-based awards	$	97	$	139	$	47
Tax benefit on settled equity-based awards	$	21	$	23	$	6

As of June 30, 2022, the Company's total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company's employees was approximately $50 million and is expected to be recognized over a weighted average period between one and two years.