fox-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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


☐			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)


Delaware						83-1825597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1211 Avenue of the Americas

New York,

New York

10036

(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 class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	FOXA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	FOX	The 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 filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 Dec ember 3 1 , 2025 and 2024	1
		Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended Dec ember 3 1 , 2025 and 2024	2
		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 Dec ember 3 1 , 2025 and 2024	4
		Unaudited Consolidated Statements of Equity for the three and six months ended Dec ember 3 1 , 2025 and 2024	5
		Notes to the Unaudited Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 4.	Controls and Procedures	31
Part II. Other Information
	Item 1.	Legal Proceedings	32
	Item 1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3.	Defaults Upon Senior Securities	33
	Item 4.	Mine Safety Disclosures	33
	Item 5.	Other Information	33
	Item 6.	Exhibits	33
	Signature		34

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,
	2025		2024		2025		2024
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 affiliates	3		4		2		7
Interest expense, net	(98)		(80)		(148)		(130)
Non-operating other, net	(161)		81		(286)		314
Income before income tax expense	322		515		1,121		1,628
Income tax expense	(75)		(127)		(265)		(408)
Net income	247		388		856		1,220
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:
Basic	433		457		440		459
Diluted	441		462		448		463

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,
	2025		2024		2025		2024
Net income	$	247	$	388	$	856	$	1,220
Other comprehensive income (loss), net of tax:
Benefit plan adjustments and other	1		(5)		1		(1)
Other comprehensive income (loss), net of tax	1		(5)		1		(1)
Comprehensive income	248		383		857		1,219
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, 2025		As of June 30, 2025
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	2,017	$	5,351
Receivables, net	3,557		2,472
Inventories, net	828		432
Other	324		174
Total current assets	6,726		8,429
Non-current assets
Property, plant and equipment, net	1,739		1,705
Intangible assets, net	2,951		2,969
Goodwill	3,638		3,639
Deferred tax assets	2,621		2,721
Other non-current assets	3,796		3,732
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 liabilities	2,416		2,897
Non-current liabilities
Borrowings	6,604		6,602
Other liabilities	1,329		1,341
Redeemable noncontrolling interests	84		288
Commitments and contingencies
Equity
Class A Common Stock(a)	2		2
Class B Common Stock(b)	2		2
Additional paid-in capital	7,264		7,603
Retained earnings	3,783		4,479
Accumulated other comprehensive loss	(123)		(124)
Total Fox Corporation stockholders’ equity	10,928		11,962
Noncontrolling interests	110		105
Total equity	11,038		12,067
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,
	2025		2024
OPERATING ACTIVITIES
Net income	$	856	$	1,220
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization	198		188
Restructuring, impairment and other corporate matters	6		196
Equity-based compensation	60		68
Equity earnings of affiliates	(2)		(7)
Cash distributions received from affiliates	—		13
Non-operating other, net	286		(314)
Deferred income taxes	100		145
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, net	13		81
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 year	5,351		4,319
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 A			Class B			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Fox Corporation Stockholders’ Equity		Noncontrolling Interests(a)		Total Equity
	Common Stock			Common Stock
	Shares	Amount		Shares	Amount
Balance, September 30, 2025	209	$	2	235	$	2	$	7,557	$	4,771	$	(124)	$	12,208	$	103	$	12,311
Net income	—	—		—	—		—		229		—		229		15		244
Other comprehensive income	—	—		—	—		—		—		1		1		—		1

Shares repurchased	(10)	—		(11)	—		(349)		(1,216)		—		(1,565)		—		(1,565)
Other	2	—		—	—		56		(1)		—		55		(8)		47
Balance, December 31, 2025	201	$	2	224	$	2	$	7,264	$	3,783	$	(123)	$	10,928	$	110	$	11,038
Balance, September 30, 2024	222	$	2	235	$	2	$	7,641	$	3,734	$	(103)	$	11,276	$	100	$	11,376
Net income	—	—		—	—		—		373		—		373		14		387
Other comprehensive loss	—	—		—	—		—		—		(5)		(5)		—		(5)
Shares repurchased	(6)	—		—	—		(92)		(160)		—		(252)		—		(252)
Other	3	—		—	—		101		2		—		103		2		105
Balance, December 31, 2024	219	$	2	235	$	2	$	7,650	$	3,949	$	(108)	$	11,495	$	116	$	11,611
Balance, June 30, 2025	211	$	2	235	$	2	$	7,603	$	4,479	$	(124)	$	11,962	$	105	$	12,067
Net income	—	—		—	—		—		828		—		828		24		852
Other comprehensive income	—	—		—	—		—		—		1		1		—		1
Dividends	—	—		—	—		—		(125)		—		(125)		—		(125)
Shares repurchased	(14)	—		(11)	—		(422)		(1,396)		—		(1,818)		—		(1,818)
Other	4	—		—	—		83		(3)		—		80		(19)		61
Balance, December 31, 2025	201	$	2	224	$	2	$	7,264	$	3,783	$	(123)	$	10,928	$	110	$	11,038
Balance, June 30, 2024	226	$	2	235	$	2	$	7,678	$	3,139	$	(107)	$	10,714	$	100	$	10,814
Net income	—	—		—	—		—		1,200		—		1,200		21		1,221
Other comprehensive loss	—	—		—	—		—		—		(1)		(1)		—		(1)
Dividends	—	—		—	—		—		(124)		—		(124)		—		(124)
Shares repurchased	(12)	—		—	—		(199)		(306)		—		(505)		—		(505)
Other	5	—		—	—		171		40		—		211		(5)		206
Balance, December 31, 2024	219	$	2	235	$	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, 2025		As of June 30, 2025
	(in millions)
Licensed programming, including prepaid sports rights	$	1,073	$	633
Owned programming	678		541
Total inventories, net	1,751		1,174
Less: current portion of inventories, net	(828)		(432)
Total non-current inventories, net	$	923	$	742

Owned programming
Released	$	293	$	308
In-process or other	385		233
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,
	2025		2024		2025		2024
	(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
	Total		Level 1			Level 2		Level 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
	Total		Level 1			Level 2		Level 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, 2025		As 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,
	2025		2024		2025		2024
Cash dividend per share	$	—	$	—	$	0.28	$	0.27

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,
	2025		2024		2025		2024
	(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,
	2025		2024		2025		2024
	(in millions)
Revenues
Cable Network Programming	$	2,275	$	2,165	$	3,937	$	3,762
Television	2,937		2,961		4,987		4,914
Corporate and Other	124		58		213		123
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
Television	143		205		542		577
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 affiliates	3		4		2		7
Interest expense, net	(98)		(80)		(148)		(130)
Non-operating other, net	(161)		81		(286)		314
Income before income tax expense	322		515		1,121		1,628
Income tax expense	(75)		(127)		(265)		(408)
Net income	247		388		856		1,220
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,
	2025		2024		2025		2024
	(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,
	2025		2024		2025		2024
	(in millions)
Revenues by Segment by Component
Cable Network Programming
Distribution(a)	$	1,163	$	1,109	$	2,253	$	2,171
Advertising	491		460		836		781
Content and other	621		596		848		810
Total Cable Network Programming revenues	2,275		2,165		3,937		3,762
Television
Advertising	1,964		1,962		3,031		2,970
Distribution(a)	831		824		1,652		1,630
Content and other	142		175		304		314
Total Television revenues	2,937		2,961		4,987		4,914
Corporate and Other	124		58		213		123
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,
	2025		2024		2025		2024
	(in millions)
Depreciation and amortization
Cable Network Programming	$	27	$	25	$	53	$	45
Television	30		30		60		59
Corporate and Other	43		42		85		84
Total depreciation and amortization	$	100	$	97	$	198	$	188


	For the three months ended December 31,				For the six months ended December 31,
	2025		2024		2025		2024
	(in millions)
Capital expenditures
Cable Network Programming	$	38	$	30	$	66	$	53
Television	31		17		63		28
Corporate and Other	53		27		97		57
Total capital expenditures	$	122	$	74	$	226	$	138


	As of December 31, 2025		As of June 30, 2025
	(in millions)
Assets
Cable Network Programming	$	3,138	$	2,895
Television	9,432		7,924
Corporate and Other	7,412		10,755
Investments	1,489		1,621
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,
	2025		2024		2025		2024
	(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,
	2025		2024		2025		2024
	(in millions)
Interest expense	$	(120)	$	(117)	$	(220)	$	(219)
Interest income	22		37		72		89
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,
	2025		2024		2025		2024
	(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, 2025		As of June 30, 2025
	(in millions)
Investments(a)	$	1,489	$	1,621
Inventories, net	923		742
Operating lease assets	837		814
Grantor Trust assets	236		246
Other	311		309
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, 2025		As of June 30, 2025
	(in millions)
Accrued expenses	$	1,013	$	1,081
Programming payable	752		1,070
Deferred revenue	318		299
Operating lease liabilities	42		41
Other current liabilities	291		406
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, 2025		As of June 30, 2025
	(in millions)
Non-current operating lease liabilities	$	849	$	822
Accrued non-current pension/postretirement liabilities	264		276
Other non-current liabilities	216		243
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,
	2025		2024		2025		2024
	(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,
	2025		2024
	(in millions)
Supplemental cash flow information
Cash paid for interest	$	(218)	$	(217)
Cash paid for income taxes	$	(252)	$	(222)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Readers should carefully review this document and the other documents filed by Fox Corporation (“FOX” or the “Company”) with the Securities and Exchange Commission (the “SEC”). This section should be read together with the unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, (“fiscal”) 2025 as filed with the SEC on August 6, 2025 (the “2025 Form 10-K”). The Unaudited Consolidated Financial Statements are referred to as the “Financial Statements” herein.

INTRODUCTION

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

•Overview of the Company’s Business—This section provides a general description of the Company’s businesses, as well as developments that occurred during the three and six months ended December 31, 2025 and 2024 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

•Results of Operations—This section provides an analysis of the Company’s results of operations for the three and six months ended December 31, 2025 and 2024. This analysis is presented on both a consolidated and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.

•Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for the six months ended December 31, 2025 and 2024, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of December 31, 2025. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund the Company’s future commitments and obligations, as well as a discussion of other financing arrangements.

•Caution Concerning Forward-Looking Statements—This section provides a description of the use of forward-looking information appearing in this Quarterly Report on Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such information is based on management’s current expectations about future events which are subject to change and to inherent risks and uncertainties. Refer to Part I., Item 1A. “Risk Factors” in the 2025 Form 10-K for a discussion of the risk factors applicable to the Company.

OVERVIEW OF THE COMPANY’S BUSINESS

•Television, which produces, acquires, markets and distributes programming through the FOX broadcast network, advertising-supported video-on-demand (“AVOD”) 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 U.S. generally accepted accounting principles (“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. 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.

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

RESULTS OF OPERATIONS

Results of Operations—For the three and six months ended December 31, 2025 versus the three and six months ended December 31, 2024.

The following table sets forth the Company’s operating results for the three and six months ended December 31, 2025, as compared to the three and six months ended December 31, 2024:


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues
Distribution(a)	$	2,002	$	1,933	$	69	4	%	$	3,917	$	3,801	$	116	3	%
Advertising	2,455		2,422		33		1	%	3,867		3,751		116		3	%
Content and other	725		723		2		—	%	1,136		1,090		46		4	%
Total revenues	5,182		5,078		104		2	%	8,920		8,642		278		3	%
Operating expenses	(3,895)		(3,776)		(119)		(3)	%	(5,979)		(5,794)		(185)		(3)	%
Selling, general and administrative	(595)		(525)		(70)		(13)	%	(1,184)		(1,027)		(157)		(15)	%
Depreciation and amortization	(100)		(97)		(3)		(3)	%	(198)		(188)		(10)		(5)	%
Restructuring, impairment and other corporate matters	(14)		(170)		156		92	%	(6)		(196)		190		97	%
Equity earnings of affiliates	3		4		(1)		(25)	%	2		7		(5)		(71)	%
Interest expense, net	(98)		(80)		(18)		(23)	%	(148)		(130)		(18)		(14)	%
Non-operating other, net	(161)		81		(242)		**		(286)		314		(600)		**
Income before income tax expense	322		515		(193)		(37)	%	1,121		1,628		(507)		(31)	%
Income tax expense	(75)		(127)		52		41	%	(265)		(408)		143		35	%
Net income	247		388		(141)		(36)	%	856		1,220		(364)		(30)	%
Less: Net income attributable to noncontrolling interests	(18)		(15)		(3)		(20)	%	(28)		(20)		(8)		(40)	%
Net income attributable to Fox Corporation stockholders	$	229	$	373	$	(144)	(39)	%	$	828	$	1,200	$	(372)	(31)	%

(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.

not meaningful

Overview

For the three months ended December 31, 2025 and 2024

The Company’s revenues increased $104 million or 2% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, primarily due to higher distribution and advertising revenues. The increase of $69 million or 4% in distribution revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $115 million, partially offset by the approximately $45 million impact of a lower average number of subscribers. The increase of $33 million or 1% in advertising revenue was due to the approximately $500 million impact principally led by higher linear pricing, continued digital growth led by the Tubi AVOD service and the broadcast of additional Major League Baseball (“MLB”) postseason games. This increase was partially offset by the approximately $465 million impact of lower political advertising revenue due to the absence of the 2024 presidential and congressional elections and lower ratings.

Operating expenses increased $119 million or 3% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, primarily due to approximately $180 million of higher sports programming rights amortization and production costs and higher digital content costs. This increase was partially offset by lower entertainment programming rights amortization and production costs and lower newsgathering costs led by the absence of the 2024 presidential election.

Selling, general and administrative expenses increased $70 million or 13% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, primarily due to costs associated with the marketing of the launch of FOX One and higher employee costs.

For the six months ended December 31, 2025 and 2024

The Company’s revenues increased $278 million or 3% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. The increase of $116 million or 3% in distribution revenue was primarily due to the impact of higher average rates per subscriber and higher fees received from television stations that are affiliated with the FOX Network of approximately $270 million, partially offset by the approximately $155 million impact of a lower average number of subscribers. The increase of $116 million or 3% in advertising revenue was due to the approximately $515 million impact principally due to higher linear pricing, continued digital growth led by the Tubi AVOD service and the broadcast of additional MLB postseason games, partially offset by lower ratings. The revenue increase was also partially offset by the approximately $400 million impact of lower political advertising revenue due to the absence of the 2024 presidential and congressional elections. The increase of $46 million or 4% in content and other revenues was primarily due to higher sports sublicensing revenue partially offset by lower entertainment content and other revenues led by the timing of deliveries.

Operating expenses increased $185 million or 3% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, primarily due to higher sports programming rights amortization and production costs and higher digital content costs.

Selling, general and administrative expenses increased $157 million or 15% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, primarily due to costs associated with the marketing of the launch of FOX One and higher employee costs.

Restructuring, impairment and other corporate matters—See Note 11—Additional Financial Information to the accompanying Financial Statements under the heading “Restructuring, Impairment and Other Corporate Matters.”

Interest expense, net— Interest expense, net increased $18 million for both the three and six months ended December 31, 2025, respectively, as compared to the corresponding period of fiscal 2025, primarily due to lower interest income as a result of lower average cash and cash equivalent balances, partially offset by a lower average amount of debt outstanding.

Non-operating other, net—See Note 11—Additional Financial Information to the accompanying Financial Statements under the heading “Non-Operating Other, net.”

Income tax expense—The Company’s tax provision and related effective tax rate of 23% and 24% for the three and six months ended December 31, 2025, respectively, was higher than the statutory rate of 21% primarily due to state taxes.

The Company's tax provision and related effective tax rate of 25% for the three and six months ended December 31, 2024 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.

Net income—Net income decreased $141 million or 36% and $364 million or 30% for the three and six months ended December 31, 2025, as compared to the corresponding periods of fiscal 2025, primarily due to a change in fair value of the Company’s investments in equity securities, partially offset by lower legal settlement and other costs associated with the discontinuation of Venu Sports in fiscal 2025. These changes resulted in lower income before income tax expense and a corresponding lower provision for income tax.

Segment Analysis

The following tables set forth the Company’s Revenues and Segment EBITDA for the three and six months ended December 31, 2025, as compared to the three and six months ended December 31, 2024:


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues
Cable Network Programming	$	2,275	$	2,165	$	110	5	%	$	3,937	$	3,762	$	175	5	%
Television	2,937		2,961		(24)		(1)	%	4,987		4,914		73		1	%
Corporate and Other	124		58		66		**		213		123		90		73	%
Eliminations	(154)		(106)		(48)		(45)	%	(217)		(157)		(60)		(38)	%
Total revenues	$	5,182	$	5,078	$	104	2	%	$	8,920	$	8,642	$	278	3	%


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Segment EBITDA
Cable Network Programming	$	687	$	657	$	30	5	%	$	1,487	$	1,405	$	82	6	%
Television	143		205		(62)		(30)	%	542		577		(35)		(6)	%
Corporate and Other	(138)		(81)		(57)		(70)	%	(272)		(153)		(119)		(78)	%
Adjusted EBITDA(a)	$	692	$	781	$	(89)	(11)	%	$	1,757	$	1,829	$	(72)	(4)	%


(a)			For a discussion of Adjusted EBITDA and a reconciliation of Net income to Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
**			not meaningful

Cable Network Programming (44% of the Company’s revenues for the first six months of fiscal 2026 and 2025)


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues
Distribution	$	1,163	$	1,109	$	54	5	%	$	2,253	$	2,171	$	82	4	%
Advertising	491		460		31		7	%	836		781		55		7	%
Content and other	621		596		25		4	%	848		810		38		5	%
Total revenues	2,275		2,165		110		5	%	3,937		3,762		175		5	%
Operating expenses	(1,426)		(1,354)		(72)		(5)	%	(2,129)		(2,056)		(73)		(4)	%
Selling, general and administrative	(162)		(158)		(4)		(3)	%	(321)		(309)		(12)		(4)	%
Amortization of cable distribution investments	—		4		(4)		(100)	%	—		8		(8)		(100)	%
Segment EBITDA	$	687	$	657	$	30	5	%	$	1,487	$	1,405	$	82	6	%

For the three months ended December 31, 2025 and 2024

Revenues at the Cable Network Programming segment increased $110 million or 5% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $54 million or 5% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $31 million or 7% in advertising revenue was primarily due to higher news and sports pricing partially offset by lower ratings. The increase of $25 million or 4% in content and other revenues was primarily due to higher sports sublicensing revenue.

Cable Network Programming Segment EBITDA increased $30 million or 5% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $72 million or 5% primarily due to higher sports programming rights amortization and production costs led by expanded international soccer rights. This increase was partially offset by lower newsgathering costs led by the absence of the 2024 presidential election. Selling, general and administrative expenses increased $4 million or 3% primarily due to higher employee costs.

For the six months ended December 31, 2025 and 2024

Revenues at the Cable Network Programming segment increased $175 million or 5% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $82 million or 4% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $55 million or 7% in advertising revenue was primarily due to higher news and sports pricing partially offset by lower ratings. The increase of $38 million or 5% in content and other revenues was primarily due to higher sports sublicensing revenue.

Cable Network Programming Segment EBITDA increased $82 million or 6% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $73 million or 4% primarily due to higher sports programming rights amortization and production costs led by expanded international soccer rights. This increase was partially offset by lower newsgathering costs led by the absence of the 2024 presidential election. Selling, general and administrative expenses increased $12 million or 4% primarily due to higher employee costs.

Television (56% and 57% of the Company’s revenues for the first six months of fiscal 2026 and 2025, respectively)


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues
Advertising	$	1,964	$	1,962	$	2	—	%	$	3,031	$	2,970	$	61	2	%
Distribution	831		824		7		1	%	1,652		1,630		22		1	%
Content and other	142		175		(33)		(19)	%	304		314		(10)		(3)	%
Total revenues	2,937		2,961		(24)		(1)	%	4,987		4,914		73		1	%
Operating expenses	(2,521)		(2,499)		(22)		(1)	%	(3,906)		(3,832)		(74)		(2)	%
Selling, general and administrative	(273)		(257)		(16)		(6)	%	(539)		(505)		(34)		(7)	%
Segment EBITDA	$	143	$	205	$	(62)	(30)	%	$	542	$	577	$	(35)	(6)	%

For the three months ended December 31, 2025 and 2024

Revenues at the Television segment decreased $24 million or 1% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to lower content and other revenues, partially offset by higher advertising and distribution revenues. The increase of $2 million in advertising revenue was primarily due to sports programming led by the broadcast of additional MLB postseason games and higher pricing partially offset by lower ratings. Also contributing to this increase was continued digital growth led by the Tubi AVOD service. These were partially offset by lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. The increase of $7 million or 1% in distribution revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network. The decrease of $33 million or 19% in content and other revenues was primarily due to lower entertainment content and other revenues led by the timing of deliveries.

Television Segment EBITDA decreased $62 million or 30% for the three months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to the revenues decrease noted above and higher expenses. Operating expenses increased $22 million or 1% primarily due to higher sports programming rights amortization and production costs principally due to higher MLB postseason and National Football League (“NFL”) costs and higher digital content costs, partially offset by lower entertainment programming rights amortization and production costs. Selling, general and administrative expenses increased $16 million or 6% primarily due to higher employee costs.

For the six months ended December 31, 2025 and 2024

Revenues at the Television segment increased $73 million or 1% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, due to higher advertising and distribution revenues, partially offset by lower content and other revenues. The increase of $61 million or 2% in advertising revenue was primarily due to sports programming led by the broadcast of additional MLB postseason games and higher pricing partially offset by lower ratings. Also contributing to this increase was continued digital growth led by the Tubi AVOD service. These were partially offset by lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. The increase of $22 million or 1% in distribution revenue was primarily due to higher average rates per subscriber partially offset by a lower average number of subscribers at the Company’s owned and operated television stations and higher fees received from television stations that are affiliated with the FOX Network. The decrease of $10 million or 3% in content and other revenues was primarily due to lower entertainment content and other revenues led by the timing of deliveries.

Television Segment EBITDA decreased $35 million or 6% for the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, as the revenue increases noted above were more than offset by higher expenses. Operating expenses increased $74 million or 2% primarily due to higher digital content costs and higher sports programming rights amortization and production costs principally due to higher NFL, college football and MLB costs partially offset by the absence of both the WWE and the broadcast of the UEFA European Championship in the current year. Selling, general and administrative expenses increased $34 million or 7% primarily due to higher employee costs.

Corporate and Other


	For the three months ended December 31,								For the six months ended December 31,
	2025		2024		Change		% Change		2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues	$	124	$	58	$	66	**		$	213	$	123	$	90	73	%
Operating expenses	(88)		(16)		(72)		**		(133)		(36)		(97)		**
Selling, general and administrative	(174)		(123)		(51)		(41)	%	(352)		(240)		(112)		(47)	%
Segment EBITDA	$	(138)	$	(81)	$	(57)	(70)	%	$	(272)	$	(153)	$	(119)	(78)	%

not meaningful

For the three and six months ended December 31, 2025 and 2024

Revenues within Corporate and Other for the three and six months ended December 31, 2025 and 2024 include distribution revenue at FOX One and revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for the three and six months ended December 31, 2025 and 2024 include costs associated with the launch of FOX One and advertising and promotional expenses at Credible. Selling, general and administrative expenses for the three and six months ended December 31, 2025 and 2024 primarily relate to employee costs, professional fees, FOX One marketing costs and the costs of operating the FOX Studio Lot.

Corporate and Other EBITDA decreased $57 million or 70% and $119 million or 78% for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025, primarily due to costs associated with the launch of FOX One, led by marketing and content costs, which more than offset related distribution revenue.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted 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 Adjusted EBITDA. Prior periods were not restated as the impact of the change is immaterial to the calculation.

Management believes that information about Adjusted EBITDA assists all users of the Company’s Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles Net income to Adjusted EBITDA for the three and six months ended December 31, 2025, as compared to the three and six months ended December 31, 2024:


	For the three months ended December 31,				For the six months ended December 31,
	2025		2024		2025		2024
	(in millions)
Net income	$	247	$	388	$	856	$	1,220
Add
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 affiliates	(3)		(4)		(2)		(7)
Interest expense, net	98		80		148		130
Non-operating other, net	161		(81)		286		(314)
Income tax expense	75		127		265		408
Adjusted EBITDA	$	692	$	781	$	1,757	$	1,829

The following table sets forth the computation of Adjusted EBITDA for the three and six months ended December 31, 2025, as compared to the three and six months ended December 31, 2024.


	For the three months ended December 31,				For the six months ended December 31,
	2025		2024		2025		2024
	(in millions)
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)
Amortization of cable distribution investments	—		4		—		8
Adjusted EBITDA	$	692	$	781	$	1,757	$	1,829

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

The Company has approximately $2.0 billion of cash and cash equivalents as of December 31, 2025 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 5—Borrowings to the accompanying Financial Statements). The Company also has access to the worldwide capital markets, subject

to market conditions. As of December 31, 2025, the Company was in compliance with all of the covenants under the revolving credit facility, and it does not anticipate any noncompliance with such covenants.

The principal uses of cash that affect the Company’s liquidity position include the following: the acquisition of rights and related payments for entertainment and sports programming; operational expenditures including production costs; marketing and promotional expenses; expenses related to broadcasting the Company’s programming; employee and facility costs; capital expenditures; acquisitions, including redeemable noncontrolling interests; income taxes, interest and dividend payments; debt repayments; legal settlements; and stock repurchases.

The Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses and assets. Such transactions may be material and may involve cash, the Company’s securities or the assumption of additional indebtedness.

Sources and Uses of Cash

Net cash used in operating activities for the six months ended December 31, 2025 and 2024 was as follows (in millions):


For the six months ended December 31,	2025		2024
Net cash used in operating activities	$	(799)	$	(204)

The increase in net cash used in operating activities during the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to lower political advertising receipts due to the absence of the 2024 presidential and congressional elections, higher sports programming payments and tax payments, partially offset by lower restructuring payments.

Net cash used in investing activities for the six months ended December 31, 2025 and 2024 was as follows (in millions):


For the six months ended December 31,	2025		2024
Net cash used in investing activities	$	(393)	$	(240)

The increase in net cash used in investing activities during the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to an increase in the Company’s investments and capital expenditures.

Net cash used in financing activities for the six months ended December 31, 2025 and 2024 was as follows (in millions):


For the six months ended December 31,	2025		2024
Net cash used in financing activities	$	(2,142)	$	(553)

The increase in net cash used in financing activities during the six months ended December 31, 2025, as compared to the corresponding period of fiscal 2025, was primarily due to activity under the stock repurchase program, including the $1.5 billion accelerated share repurchase transaction (See Note 6—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program”), and the Company’s purchase of noncontrolling interest.

Stock Repurchase Program

See Note 6—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program.”

Dividends

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.The Company expects to continue to pay semi-annual dividends, although each dividend is subject to approval by the Company’s Board of Directors.

Debt Instruments

Borrowings include senior notes (See Note 5—Borrowings to the accompanying Financial Statements).

Ratings of the Senior Notes

The following table summarizes the Company’s credit ratings as of December 31, 2025:

Rating Agency

Senior Debt

Outlook

Moody’s

Baa2

Stable

Standard & Poor’s

BBB

Stable

Revolving Credit Agreement

The Company has an unused five-year $1.0 billion unsecured revolving credit facility with a maturity date of June 2028 (See Note 5—Borrowings to the accompanying Financial Statements).

Commitments and Contingencies

See Note 8—Commitments and Contingencies to the accompanying Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to the accounting policies and estimates as described in Part II., Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2025 Form 10-K.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements regarding (i) future earnings, revenues or other measures of the Company’s financial performance; (ii) the Company’s plans, strategies and objectives for future operations; (iii) proposed new programming or other offerings; (iv) future economic conditions or performance; (v) future share repurchases; and (vi) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.

Although the Company’s management believes that the expectations reflected in any of the Company’s forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the SEC. Important factors that could cause the Company’s actual results, performance and achievements to differ materially from those estimates or projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:

•evolving technologies and distribution platforms and offerings and changes in consumer behavior as consumers seek more control over when, where and how they consume content, and related impacts on advertisers and MVPDs;

•declines in advertising expenditures due to various factors such as the economic prospects of advertisers or the economy, evolving technologies and distribution platforms and related changes in consumer behavior and shifts in advertisers’ expenditures, the evolving digital advertising market, major sports events and election cycles, and audience measurement methodologies’ ability to accurately reflect actual multiplatform viewership levels;

•further declines in the number of subscribers to MVPD services;

•the failure to enter into or renew on favorable terms, or at all, affiliation or carriage agreements or arrangements through which the Company makes its content available for viewing through online video platforms;

•the highly competitive nature of the industry in which the Company’s businesses operate;

•the popularity of the Company’s content, including special sports events; and the continued popularity of the sports franchises, leagues and teams for which the Company has acquired programming rights;

•the Company’s ability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all;

•damage to the Company’s brands or reputation;

•the inability to realize the anticipated benefits of the Company’s acquisitions, investments and other strategic initiatives, and the effects of any combination or significant acquisition, disposition or other similar transaction involving the Company;

•the loss of key personnel;

•labor disputes, including labor disputes involving professional sports leagues whose games or events the Company has the right to broadcast;

•lower than expected valuations associated with the Company’s reporting units, indefinite-lived intangible assets, investments or long-lived assets;

•a degradation, failure or misuse of the Company’s network and information systems and other technology relied on by the Company that causes a disruption of services or improper disclosure of personal data or other confidential information;

•content piracy and signal theft and the Company’s ability to protect its intellectual property rights;

•the failure to comply with laws, regulations, rules, industry standards or contractual obligations relating to privacy and personal data protection;

•changes in tax, federal communications or other laws, regulations, practices or the interpretation or enforcement thereof;

•the impact of any investigations or fines from governmental authorities, including Federal Communications Commission (“FCC”) rules and policies and FCC decisions regarding revocation, renewal or grant of station licenses, waivers and other matters;

•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming;

•unfavorable litigation outcomes or investigation results that require the Company to pay significant amounts or lead to onerous operating procedures;

•changes in GAAP or other applicable accounting standards and policies;

•the Company’s ability to secure additional capital on acceptable terms; and

•the other risks and uncertainties detailed in Part I, Item 1A. “Risk Factors” in the 2025 Form 10-K.

Forward-looking statements in this Quarterly Report speak only as of the date hereof, and forward-looking statements in documents that are incorporated by reference hereto speak only as of the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the

occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the market risks reported in the 2025 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s second quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 8—Commitments and Contingencies to the accompanying Unaudited Consolidated Financial Statements of FOX under the heading “Legal and Other Contingencies” for a discussion of the Company’s legal proceedings.

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.

ITEM 5. OTHER INFORMATION

On December 2, 2025, Lachlan K. Murdoch, the Company’s Executive Chair and Chief Executive Officer, and John P. Nallen, the Company’s President and Chief Operating Officer, each adopted a plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (a “Rule 10b5-1 plan”). Each plan provides for the future potential exercise of vested stock options (which are scheduled to expire in 2026) and the associated sale of up to (a) 952,384 shares of Class A Common Stock in the case of Mr. Murdoch’s plan and (b) 459,115 shares of Class A Common Stock in the case of Mr. Nallen’s plan. Each plan expires on August 5, 2026, or earlier either upon the completed sale of all shares subject to such plan or in certain other circumstances. Also on December 2, 2025, Mr. Murdoch adopted a Rule 10b5-1 plan for the future potential transfer by him of 175,372 shares of Class A Common Stock to a family trust, subject to certain conditions, which plan expires on August 5, 2026, or earlier in certain circumstances.

ITEM 6. EXHIBITS

(a) Exhibits.


31.1						Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

31.2						Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 200 2.**

101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Operations for the three and six months ended December 31, 2025 and 2024; (ii) Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2025 and 2024; (iii) Consolidated Balance Sheets as of December 31, 2025 (unaudited) and June 30, 2025 (audited); (iv) Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024; (v) Unaudited Consolidated Statements of Equity for the three and six months ended December 31, 2025 and 2024; and (vi) Notes to the Unaudited Consolidated Financial Statements.*

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Fox Corporation (Registrant)

	By:	/s/ Steven Tomsic
		Steven Tomsic
		Chief Financial Officer

Date: February 4, 2026