FOXA 10-K & 10-Q changes, risk factors and insider trading
Fox Corp (also FOX) · Nasdaq · Television Broadcasting Stations · CIK 1754301 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Roku Transaction”
New heading “The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms.”
New heading “Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.”
New heading “Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.”
New heading “The market price of the Common Stock may decline as a result of the Merger.”
New heading “The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger.”
New heading “The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.”
New heading “FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations.”
Removed heading “Risks Related to the Company’s Separation from 21CF”
Removed heading “The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.”
Removed heading “The Company could be liable for income taxes owed by 21CF.”
Largest changes
“The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger.”see in full comparison
“Securities class action and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources and an adverse judgment could result in monetary damages, which could have a negative financial impact on FOX. …”see in full comparison
“The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.”see in full comparison
“The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms.”see in full comparison
“Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.”see in full comparison
“The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.”see in full comparison
Full comparison: every changed paragraph (57)
Risks Related to the Roku Transaction
The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms.
On June 14, 2026, FOX and Roku entered into the Merger Agreement pursuant to which Roku will become a wholly owned subsidiary of FOX. The completion of the Merger is subject to several closing conditions, including requisite FOX and Roku stockholder approvals, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of consents or approvals under certain other antitrust laws and certain investment screening laws and other customary conditions. The regulatory approval process (including if regulatory or governmental authorities seek to impose any terms, conditions, obligations or restrictions as a condition to approval) may lead to lengthy negotiations, jeopardize or delay completion of the Merger or negatively impact its anticipated benefits. The failure to satisfy all required conditions could prevent the Merger from being completed or delay its completion for a significant period of time. Such a delay could result in a failure to realize some or all of the anticipated benefits of the Merger on the expected timeline, or at all. There can be no assurance that the conditions in the Merger Agreement will be satisfied or waived or that the Merger will be consummated.
The Merger Agreement also contains customary termination rights and provides that each party is required to pay the other a termination fee of approximately $866 million if the Merger Agreement is terminated in certain circumstances, including due to a change in the recommendation of its board of directors or if the Merger is not consummated by the termination date specified in the agreement. In addition, the Company will be required to pay Roku a termination fee of approximately $1.2 billion if the Merger Agreement is terminated under certain circumstances related to the failure to obtain certain regulatory approvals or upon the entry of a permanent restraint under certain antitrust laws or investment screening laws. FOX has also agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku in connection with the Merger if the Company is unable to obtain the requisite FOX stockholder approval in connection with the transaction.
If the Transaction is significantly delayed or is not completed, it could have an adverse effect on FOX’s business, financial condition or results of operations.
Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.
The Company is subject to a number of risks in connection with its entry into the Merger Agreement, including:
•negative reactions from the financial markets, including negative impacts on the market prices of the Common Stock;
•negative reactions from FOX’s customers, suppliers, distributors, employees, or other business partners;
•significant costs relating to the Merger, including financial advisory, legal, financing, accounting and other transaction costs and additional expenses related to combining the operations of the two companies;
•restrictions on the conduct of FOX’s business prior to completion of the Merger set forth in the Merger Agreement, including pursuing alternatives to the Merger, which could discourage a potential third party from making an alternative transaction proposal or prevent the Company from making other acquisitions or taking other actions that would have been beneficial to FOX; and
•the commitment of substantial time and resources by FOX management, which otherwise could have been directed toward the Company’s operations and pursuit of other beneficial opportunities.
If the Merger is not consummated, in addition to failing to realize it benefits, FOX may experience adverse impacts to its ongoing business, financial condition, results of operations or on the market prices of the Common Stock. For example, the Company could be subject to litigation related to a failure to complete the Merger or an enforcement proceeding seeking to require FOX to perform its obligations under the Merger Agreement. The cost of defending against such litigation and proceedings may be significant. Similarly, if there are delays in the completion of the Merger, they could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.
Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.
Uncertainty regarding the completion of the Merger may cause some customers, suppliers, distributors, vendors, strategic partners and other parties to delay or defer making business decisions concerning the Company or entering into agreements with FOX, and may cause them to seek to terminate or renegotiate their existing arrangements with the Company. If this occurs, it could have an adverse impact on the Company’s business, financial condition, results of operations and cash flows or on the market prices of the Common Stock, regardless of whether the Merger is completed. The Merger Agreement also restricts the Company from making certain other acquisitions or issuing additional equity in excess of certain limitations without Roku’s prior consent, which may prevent FOX from pursuing attractive business opportunities or strategic transactions that arise prior to the completion of the Merger.
The market price of the Common Stock may decline as a result of the Merger.
The market price of the Common Stock may decline as a result of the Merger, and holders of the Common Stock, including Roku stockholders who become holders of Class A Common Stock as a result of the Merger, could lose the value of their investment in the Common Stock if, among other things, the Company is unable to achieve the expected growth in earnings, the anticipated benefits from the Merger are not realized, the transaction costs are greater than expected or any transaction-related financing is on unfavorable terms. The market price of the Common Stock also may decline if FOX does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on the Company’s business, financial condition or results of operations is not consistent with analyst expectations. The issuance of shares of Class A Common Stock in the Merger could independently have the effect of depressing the market price for the Common Stock. In addition, Roku stockholders may choose or (in the case of some stockholders such as funds with limitations on permitted stockholdings) be required to sell the Class A Common Stock they receive as a result of the Merger. Any such sales of Class A Common Stock could depress the market price for the Common Stock.
The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger.
Securities class action and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources and an adverse judgment could result in monetary damages, which could have a negative financial impact on FOX. In addition, if a plaintiff successfully obtains an injunction prohibiting the consummation of the Merger, it could prevent the Merger from being completed on the expected timetable, or at all.
The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.
The Merger involves the integration of Roku and FOX’s businesses -- a complex, costly and time-consuming process. Many of the difficulties inherent in the process are outside FOX’s control and could result in delays, increased costs, decreases in expected revenues and diversion of management time and attention. In addition, post-closing, FOX will have significantly more systems, assets, investments, businesses, customers and employees than it did prior to the Merger, and FOX will operate new lines of business. The combined company’s success will depend in part on the Company’s ability to successfully combine the businesses and realize the anticipated benefits of the Merger.
FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations.
FOX is incurring a significant amount of debt in connection with the Merger, which could have significant consequences, including: increasing the Company’s vulnerability to adverse changes in economic or industry conditions; reducing its ability to effectively compete and respond to business or industry changes; creating competitive disadvantages compared to companies with lower debt levels; increasing FOX’s borrowing costs and requiring it to dedicate a greater amount of cash to debt payments at the expense of operating needs, capital expenditures, strategic initiatives or general corporate purposes; limiting the Company’s ability to return capital to stockholders; and impeding its ability to borrow additional funds in the future. Additionally, rating agencies may take negative actions against FOX’s credit ratings because of the Merger, which would increase its borrowing costs. Following completion of the Merger, if the Company is required to arrange additional financing or refinancing for working capital, capital expenditures, acquisitions, or other general corporate purposes, its ability to do so will depend on many factors, including market conditions and other factors beyond its control. There can be no assurance that FOX will be able to arrange additional financing or refinancing on acceptable terms or at all.
The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve. New distribution platforms and offerings, increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams. Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content and have increased advertisers' options for reaching their target audiences. Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services.services, as well as connected TV devices and operating systems and gaming and other consoles. An increasing number of FAST services and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future. In addition, the increasing use of time-shifting and advertising-skipping technologies that enable viewers to fast-forward or circumvent advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect its advertising revenues. Other new technological developments are rapidly evolving in our industrydevelopments, such as the development and use of generative AI, including large language model applications, are rapidly evolving and theincreasingly being incorporated into business operations and content generation, and AI may be used in ways that could reduce demand for our content, products and services. The advantages and risks associated with itsthe use of generative AI are largely uncertain.
Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver the Company's broadcast and cable networks to consumers. Consumers’ increasing viewership through direct-to-consumer offerings has contributed to industry-wide declines in subscribers to MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and demand for the programming on its networks. The Company’s affiliate feedistribution and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future. Changing distribution models may also negatively impact the Company's ability to negotiate affiliation agreements on favorable terms, which could have an adverse effect on its business, financial condition or results of operations. Our affiliate feedistribution and advertising revenues also may be adversely affected by consumers' use of antennas (and their integration with set-top boxes or other consumer devices) to access broadcast signals to avoid subscriptions.
To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes. The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, the FOX One direct-to-consumer subscription streaming service, FOX Nation, FOX Weather and other offerings such as the FOX One direct-to-consumer subscription streaming service expected to launch by the Fall of 2025.offerings. However, if the Company fails to effectively safeguard and monetize the value of its content while responding to,to and developing new technologies and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.
The evolution of consumer preferences toward direct-to-consumer streaming offerings and other digital products and the increasing number of entertainment choices has intensified audience fragmentation and reduced viewership through traditional linear distribution models. This has caused ratings and viewership declines for television networks, including some of our networks. These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward streaming and other digital offerings, some of which may not be as beneficial to us as traditional advertising methods. In addition, increased digital advertising available in the marketplace due to the proliferation of advertising-supported direct-to-consumer offerings has intensified, and may continue to intensify, competition for viewers and advertising. The use of AI tools in advertising technology also is becoming more prevalent and if our competitors are able to adopt the use of these tools more effectively than we are, it could negatively impact our advertising revenues. Periods of economic weakness also could accelerate industry-wide shifts in advertising expenditures from linear to digital advertising. There can be no assurance that we can successfully navigate the evolving digital advertising market or that the digital advertising revenues we generate will offset the declines in advertising revenues generated by our traditional linear networks.
Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels. Although Nielsen’s statistical sampling method is the primary measurement methodology used for our linear television advertising sales, we measure and monetize our digital platforms based on a combination of internal and third-party data, including demographic composite estimates. The industry is transitioning to a multiplatform measurement environment in an effort to more completely measure viewership and advertising across linear and digital platforms, but has not yet established a consistent, broadly accepted measure of multiplatform audiences. Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve and are actively working to improve our internal measurement capabilities, we are still largely dependent on third parties to provide these solutions. In addition, measurement providers may change their methodologies, data sources and panel/“big data” mixes, which could result in a discontinuation of or volatility in reported ratings and audience metrics (including declines in reported ratings) that may not correspond to actual changes in audience behavior. Declines in advertising revenues may also be caused by regulatory intervention or other third-party action that impacts where and when advertising may be placed. If negative impacts on advertising revenues continue or accelerate, they could have a material adverse effect on the Company's business, financial condition or results of operations.
The Company depends on affiliation and carriage arrangements that enable it to reach a large percentage of households through MVPDs and third party-owned television stations. There can be no assurance that these agreements will be renewed in the future, or renewed on favorable terms, including terms related to pricing, programming tiers and bundles,bundles and the types of rights we grant distributors. The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ most widely distributed programming tiers or their targeted, genre-focused programming tiers (sometimes referred to as “skinny bundles”) could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s distribution revenues from affiliate fees and its ability to sell national and local advertising time. The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s revenuesdistribution from affiliate fees.revenues. Consolidation among MVPDs, their increased vertical integration into the cable or broadcast network business or their use of alternative technologies to offer their subscribers access to local broadcast network programming could increase their negotiating leverage. Competitive pressures faced by MVPDs, particularly in light of evolving consumer viewing patterns and distribution models, could adversely affect the terms of our contract renewals with MVPDs. In addition, our strategic initiatives could negatively impact our ability to renew our MVPD agreements on terms that are favorable to all our networks. If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate feesdistribution and advertising.advertising revenues.
The Company also depends on the maintenance of affiliation agreements and license agreements with third party-owned television stations to distribute the FOX Network and MyNetworkTV in markets where the Company does not own television stations. Consolidation among television station group owners could increase their negotiating leverage and reduce the number of available distribution partners. There can be no assurance that these affiliation and license agreements will be renewed in the future on terms favorable to the Company, or at all. The inability to enter into affiliation or licensing arrangements with third-party owned television stations on favorable terms could reduce distribution of the FOX Network and MyNetworkTV and the inability to enter into such affiliation or licensing arrangements for the FOX Network on favorable terms could adversely affect the Company's affiliate feedistribution revenues and its ability to sell national advertising time.
If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s affiliate feedistribution and advertising revenues could be negatively affected.
As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services over the last several years, which have had a negative impact on the number of subscribers to the Company’s networks. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future. The majority of the Company’s affiliation agreements with MVPDs are multi-year contracts that provide for payments to the Company that are based in part on the number of MVPD subscribers covered by the agreement. If declines in the number of MVPD subscribers are not fully offset by affiliate rate increases, the Company’s affiliate feedistribution revenues will be negatively affected. Because MVPD subscriber losses could also decrease the potential audience for the Company’s networks, which is a critical factor affecting both the pricing and volume of advertising, future MVPD subscriber declines could also adversely impact the Company’s advertising revenues.
The composition of our competitors has evolved in recent years with the entrance of new participants, including companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing. TheseAdditionally, competitorsnew couldtechnological alsodevelopments, haveincluding preferentialthe accessdevelopment toand competitiveuse information such as customer data or important technologies such asof generative AI technologies, including large language model applications.applications, Generativeare AIrapidly mayevolving. enableIf newour competitors gain an advantage by using such technologies to rapidlycreate, producemarket, largetarget volumesor ofdistribute content andmore replicateefficiently or imitate our proprietary content without authorization, attribution or compensation. This could dilute the value of our content, reduce audience engagement or lead to negative impacts on our revenues. In addition,effectively, our ability to compete effectively could be negativelyadversely affected if our efforts to enhance the value of our offerings with these technologies are not successful.impacted. Our competitors also include companies with interests in multiple media and entertainment businesses that are vertically integrated. The media and entertainment industry is undergoing a period of rapid and significant change, with several industry participants in the midst of transformative transactions that may further complicate the competitive environment. Industry consolidation and alliances among industry participants have also increased, and may continue to do so, intensifying competitive pressures.
Programming distribution is a speculative business since the revenues derived from the distribution of content depend primarily on its acceptance by the public, which is difficult to predict. Low public acceptance of the Company's content will adversely affect the Company’s results of operations. The commercial success of our programming also depends on the quality and acceptance of other competing programming, the growing number of alternative forms of entertainment and leisure activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and, as described below, competition for popular content, particularly sports and entertainment programming, is intense. A decline in the ratings or popularity of the Company’s news, sports or entertainment programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate feedistribution revenues.
Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights. If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact our sports programming viewership and advertising and affiliate feedistribution revenues. Our operating results may be impacted in part by special events, such as the NFL’s Super Bowl, which is broadcast on the FOX Network on a rotating basis with other networks, and the FIFA World Cup, which occurs every four years, and other regular and post-season sports events that air on our networks. Our advertising and affiliate feedistribution revenues are subject to fluctuations based on the dates of sports events and their availability for viewing on our networks and the popularity of the competing teams. For example, any decrease in the number of post-season games played in a sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company. There can be no assurance that any sports league will continue to generate fan enthusiasm or provide the expected number of regular and post-season games for advertisers and customers, and the failure to do so could result in a material adverse effect on our business, financial condition or results of operations. A shortfall in the expected popularity of the sports events for which the Company has acquired rights or in the volume of sports programming the Company expects to distribute could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate feedistribution revenues.
The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all, could cause the Company’s advertising and affiliate feedistribution revenues to decline significantly in any given period or in specific markets.
We enter into long-term contracts for both the acquisition and distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other content, and contracts for the distribution of our programming to content distributors. Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. The next significant sports programming rights package that is up for renewal is the FIFA World Cup package. The negotiation of programming rights agreements for popular licensed programming, and popular licensed sports programming in particular, is complicated by the intensity of competition for these rights.
We enter into long-term contracts for both the acquisition and distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other content, and contracts for the distribution of our programming to content distributors. Programming rights agreements, retransmission consent agreements, carriage contracts and affiliation agreements have varying durations and renewal terms that are subject to negotiation with other parties, the outcome of which is unpredictable. The negotiation of programming rights agreements for popular licensed programming, and popular licensed sports programming in particular, is complicated by the intensity of competition for these rights. An increasing number of companies bidding for sports programming in recent years has also driven increases in the cost of such programming. Moreover, the value of these agreements may be negatively affected by factors outside of our control, such as league agreements and decisions to alter the number, frequency and timing of regular and post-season games played during a season. We may be unable to renew existing, or enter into new, programming rights agreements on terms that are favorable to us and we may be outbid by third parties and therefore unable to obtain the rights at all. The loss of rights or renewal on less favorable terms could negatively impact the quality or quantity of our programming, in particular our sports programming, and could adversely affect our advertising and affiliate feedistribution revenues. These revenues could also be negatively impacted if we do not obtain exclusive rights to the programming we distribute. Our results of operations and cash flows over the term of a sports programming agreement depend on a number of factors, including the strength of the advertising market, our audience size, the timing and amount of our rights payments and our ability to secure distribution from and impose surcharges or obtain carriage on MVPDs for the content. If escalations in programming rights costs (together with our production and distribution costs) are not offset by increases in advertising and affiliate feedistribution revenues, our results of operations could be adversely affected.
We have acquired and invested in, and expect to continue acquiring and investing in, new businesses, products, services, technologies and other strategic initiatives to complement, enhance or expand our current businesses or otherwise offer us growth opportunities. Such acquisitions and investments may involve significant risks and uncertainties, including insufficient revenues from an investment to offset any new liabilities assumed and expenses associated with it; failure to perform as expected, meet financial projections, achieve strategic goals or further develop an acquired business, product, service or technology; unidentified issues not discovered in our due diligence that could cause us to not realize anticipated benefits or to incur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of acquired businesses; the potential loss of key employees or customers of acquired businesses; the diversion of management attention from current operations; and legal and regulatory limitations. Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, viewers,viewers and others with whom we do business; and delays in or the cancellation of announced transactions or initiatives may occur. Because acquisitions, investments and strategic initiatives are inherently risky and their anticipated benefits or value may not materialize, they may adversely affect our business, financial condition or results of operations.
In addition, our networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games. Any labor disputes that occur in any such league (such as any dispute following the expiration of the MLB collective bargaining agreement in December 2026) may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.
The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses. The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets, as well as other long-lived assets. Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of our programming could lead to a downward revision in the fair value of certain reporting units. The Company holds investments in marketable and non-marketable equity securities. These investments are recorded either at fair value and measured on a recurring basis based on quoted prices in active markets or on a non-recurring basis whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The occurrence of certain events or circumstances has resulted in, and could continue to result in, a downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets that could result in a non-cash impairment charge. Any such charge could be material to the Company’s reported net earnings in a given reporting period. During fiscal 2025,2025 and 2026, in connection with the Company’s annual impairment assessment,assessments, the Company recorded a non-cash impairment chargecharges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses. See Note 2, “Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements included in this Form 10-K for further discussion.
Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including AI-enabled technologies and technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks. Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or nation state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments,governments and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification,falsification and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity risks.risks and the volume of attacks. In addition, ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption and attacks). The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks. From time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and attacks and there can be no assurance that we will not experience a material incident. Any cybersecurity incidents could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring. In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur, and the Company may not have adequate insurance coverage to compensate it for any losses that may occur.
Content piracy and signal theft present a threat to the Company’s revenues from products and services, including television shows, cable and other programming. The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’s products and services and related intellectual property is often difficult and the steps taken by the Company may not in every case prevent infringement. Although no content theft has been material to the Company’s businesses to date, we expect to continue to be subject to content threats and there can be no assurance that we will not experience a material incident. Developments in technology increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute, display and store high-quality pirated material. These developments include recent advances in AI and large language model applications, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks,networks and new devices and applications that enable unauthorized access to content. In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and distribution to MVPDs with set-top boxes, and the proliferation of user-generated content sites and live and stored video streaming sites that deliver unauthorized copies of copyrighted content may adversely impact the Company’s businesses. The proliferation of unauthorized reproduction, display, distribution and/or use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services. The legal landscape for new technologies remains uncertain, and legal developments in this area could negatively impact the Company’s ability to deploy new technologies or its ability to protect against uses of FOX’s proprietary content by unauthorized third parties, including generative AI developers. The Company’s use or adoption of such new technologies may also increase the Company’s exposure to intellectual property claims and further increase its enforcement costs.
We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure and security of personal information. The number and complexity of these laws and regulations continues to increase. For example, more than a dozenmany states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance. In addition, the E.U., the U.K. and other countries have privacy and data security legislation with significant penalties for violations that apply to certain of the Company’s operations. New privacy and data protection laws and regulationsregulations, including in connection with children and teens, continue to be introduced and interpretations of existing privacy laws and regulations, some of which may be inconsistent with one another, continue to evolve. As a result, significant uncertainty exists as to their application and scope. Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with the use of AI-enabled technologies and data-driven targeted advertising. Although the Company expends significant resources to comply with data privacy and protection laws, we have been and may continue to be subject to legal claims and may be subject to regulatory action despite these efforts. Any such actions could result in damage to our reputation or brands, loss of customers or revenue, and other negative impacts to our operations. The Company may also be subject to liability under relevant contractual obligations and may be required to expend significant resources to defend, remedy and/or address any claims. The Company may not have adequate insurance coverage to compensate it for any losses that may occur. For more information, see Item 1, “Business – Government Regulation – Privacy and Information Regulation.”
The Company uses satellite systems to transmit its broadcast and cable networks to affiliates. The distribution facilities include communications satellites, uplinks, downlinks,downlinks and studio and transmitter facilities. Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’s business and results of operations. In the event of a business disruption of the Company’s television station and cable network studio and transmitter facilities, a failure to restore such facilities in a timely manner could have a material adverse effect on the Company’s businesses and results of operations. In 2020,recent years, the FCC has reallocated sixty percent of a bandlarge portion of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services. This has reduced the availability and use of satellite transmission spectrum for the television industry.industry, In February 2025,and the FCC beganis areallocating proceedingadditional tospectrum explore whetherin the remainingfuture. C-BandFor shouldmore be,information, insee wholeItem or1, in“Business part,– reallocatedGovernment forRegulation commercial– wirelessThe and/or broadband services. On July 4, 2025, the One Big Beautiful BillCommunications Act was signed into law, directing theand FCC to conduct within two years an auction of at least 100 MHz of C-Band spectrum.Regulation.” The decreased availability of satellite transmission spectrum could diminish the quality of and increase interference to our transmissions, which could significantly hinder the Company’s ability to deliver its programming to broadcast affiliates and traditional MVPDs.
From time to time, we are subject to various legal proceedings (including class action and individual lawsuits, administrative complaints, regulatory investigations and arbitration proceedings), involving claims relating to, among other things, competition, intellectual property rights, employment and labor matters, personal injury and property damage, free speech, data privacy and protection, regulatory requirements,requirements and advertising, marketing and selling practices. See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these matters. The Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.
In June 2013, Twenty-First Century Fox, Inc.21CF completed the separation of its businesses into two independent publicly traded companies by distributing to its shareholders shares of a new company called News Corporation (“News Corp”). Certain of the Company’s directors and significant stockholders own shares of common stock of News Corp, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, FOX’s Executive Chair and Chief Executive Officer, Lachlan K. Murdoch, also serves as the Chair of News Corp. This ownership of or service to both companies may create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for News Corp and the Company. In addition to any other arrangements that the Company and News Corp may agree to implement, the Company and News Corp have agreed that officers and directors who serve at both companies will recuse themselves from decisions where conflicts arise due to their positions at both companies.
Certain provisions of the Company’s Amended and Restated Certificate of Incorporation, amendedAmended and restatedRestated by-laws,By-laws, Delaware law and the ownership of the Company’s Common Stock by theLGC MurdochHoldco, Family TrustLLC may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.
In addition, all of the shares of FOX Class A Common Stock and the majority of the shares of FOX Class B Common Stock formerly held by the Murdoch Family Trust have been transferred to LGC Holdco, a Delaware limited liability company owned by certain Murdoch family trusts (collectively, the “LGC Family Trusts”). LGC Holdco beneficially owns less than one percent of the outstanding FOX Class A Common Stock and approximately 38.8% of the FOX Class B Common Stock. The voting and disposition of the shares of FOX Class A Common Stock and FOX Class B Common Stock held by LGC Holdco is, subject to certain limited exceptions, decided solely by a managing director of LGC Holdco’s sole manager who is appointed, and may be replaced, by Lachlan K. Murdoch. As a result, Lachlan K. Murdoch may be deemed the beneficial owner of the shares owned by LGC Holdco. Lachlan K. Murdoch, however, disclaims beneficial ownership of such shares.
Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class A Common Stock and 43.39% of FOX Class B Common Stock, K. Rupert Murdoch may be deemed to be a beneficial owner of the shares beneficially owned by the Murdoch Family Trust. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of FOX Class B Common Stock. Thus, K. Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of FOX Class A Common Stock and 43.90% of FOX Class B Common Stock.
This ownership concentration of FOX Class B Common Stock by LGC Holdco and associated concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company. Additionally, thesuch ownership concentration of FOX Class B Common Stock by the Murdoch Family Trust increases the likelihood that proposals submitted for stockholder approval that are supported by theLGC Murdoch Family TrustHoldco will be adopted and proposals that the Murdoch Family Trust doesare not supportsupported by LGC Holdco will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of FOX Class B Common Stock. LGC Holdco’s interests may be different from, or conflict with, the interests of the Company’s other stockholders and, as a result, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of the Company and may negatively affect the market price of its common stock.
The Company’s Board has approved a $12 billion stock repurchase program for the FOX Class A Commoncommon Stockstock and FOX Class B Commoncommon Stock,stock, which has and in the future could increase the percentage of FOX Class B Common Stock held by theLGC Murdoch Family Trust.Holdco. The Company has entered into a stockholders agreement with LGC Holdco and the MurdochLGC Family TrustTrusts pursuant to which the Company and the Murdoch Family Trustparties have agreed not to take actions that would result in LGC Holdco and the LGC Family Trusts owning, collectively with Lachlan K. Murdoch Family Trust and Murdochcertain of his family members together(collectively, owningthe “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of FOX Class B Common Stock or(the would“Ownership increaseThreshold”). LGC Holdco and the MurdochLGC Family Trust’s voting power by more than 1.75% in any rolling 12-month period. The Murdoch Family TrustTrusts would forfeit votes to the extent necessary to ensure that the Murdoch Family Trustthey and the Murdoch familyIndividuals collectively do not exceed 44% of the outstandingOwnership voting power of the Class B Common Stock,Threshold, except where a Murdoch family memberIndividual votes theirhis or her own shares differently from the Murdoch Family Trustothers on any matter.
Risks Related to the Company’s Separation from 21CF
The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF. The indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.
Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain liabilities. Payments pursuant to these indemnities may be significant and could negatively impact our business. Third parties could also seek to hold the Company responsible for any of the liabilities of the businesses that were retained by 21CF in connection with the Transaction. 21CF has agreed to indemnify the Company for such liabilities, but such indemnity from 21CF may not be sufficient to protect the Company against the full amount of such liabilities, and 21CF may not be able to fully satisfy its indemnification obligations. Moreover, even if the Company ultimately succeeds in recovering from 21CF any amounts for which it is held liable, the Company may be temporarily required to bear these losses itself. These risks could negatively affect our business, financial condition, results of operations or cash flows.
The Company could be liable for income taxes owed by 21CF.
Each member of the 21CF consolidated group, which, prior to the Transaction, included 21CF, the Company 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 for periods prior to and including the Transaction. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of what was previously 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 future audits by the taxing authorities in amounts that the Company cannot quantify.
Management's Discussion & Analysis (MD&A)
New heading “Roku Transaction”
New heading “Bridge Facility”
New heading “Term Loan Agreement”
Largest changes
“During fiscal 2026, the Company recorded a non-cash impairment charge for intangible assets of approximately $64 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in the accompanying Consolidated Statements of Operations within the Television segment. Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue. …”see in full comparison
“Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of consents or approvals under certain other antitrust laws and certain investment screening laws and other customary conditions. …”see in full comparison
“•the impact of the Roku Transaction, which may be affected by various factors, including closing conditions, regulatory approvals, termination of the Merger Agreement, restrictions on the Company’s ability to pursue alternative transactions, potential litigation, business disruptions while the transaction is pending, impacts on the Common Stock, increased indebtedness, and the Company’s ability to integrate operations and realize anticipated benefits post-closing, as well as the risk that the transaction may be delayed or not completed at all;”see in full comparison
During fiscal 2025, the Company recorded a non-cash impairment charge for intangible assets of approximately $70 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in thesee in full comparisonaccompanying ConsolidatedStatements of Operations within the Television segment. Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue. Additionally, the fair value of FCC licenses in certain markets exceeded their respective carrying value by less than 10% as of June 30, 2025.An increase to the discount rate of 0.5 percentage points, or a decrease to the terminal growth rate of 0.5 percentage points, assuming no changes to other long-term assumptions, would cause the aggregate fair value of FCC licenses to fall below the aggregate carrying value by approximately $80 million and $50 million, respectively. Further adverse changes in market conditions may result in additional non-cash impairment charges.
Net income—Net incomesee in full comparisonincreaseddecreased$739$566 million or48%25% for fiscal2025,2026, as compared to fiscal2024,2025, primarily due tohigher Segment EBITDA (as defined below) anda change in fair value of the Company’s investments in equity securities, partially offset by higherprovisionSegmentforEBITDAincome(astax,definedthe absence of a gain on a contribution of assetsbelow) andthelower legal settlement and other costs associated with the discontinuation of Venu Sports(SeeinNotefiscal3—Acquisitions,2025.DisposalsThese changes resulted in lower income before income tax expense andOtheraTransactionscorrespondingtolowertheprovisionaccompanyingforFinancialincomeStatements).tax.
Full comparison: every changed paragraph (54)
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 Cable Network Programming and Television segments derive the majority of their revenues from affiliatedistribution fees for the transmission of content and advertising sales. For fiscal 2025,2026, the Company generated revenues of $16$17 billion, of which approximately 47% was generated from affiliatedistribution fees,revenue, approximately 42%43% was generated from advertising, and approximately 11%10% was generated from other operating activities.
AffiliateDistribution feesrevenue primarily includeincludes (i) monthly subscriber-based license and retransmission consent fees paid by programming distributors that carry the Company’s cable networks and owned and operated television stations andstations, (ii) fees received from non-owned and operated television stations that are affiliated with the FOX Network.Network and (iii) monthly or annual subscription fees for the right to access and stream content on the Company’s direct-to-consumer streaming services. U.S. law governing retransmission consent provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs that carry the Company’s broadcast signals.
Advertising revenue primarily includes (i) sales of commercial time within the Company’s network programming and (ii) sales of advertising on the Company’s owned and operated television stations and various digital properties.
Roku Transaction
On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or the “Merger”). Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger. The exchange ratio is fixed and will not be adjusted. Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.
Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of consents or approvals under certain other antitrust laws and certain investment screening laws and other customary conditions. The Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party a termination fee of approximately $866 million if the Merger Agreement is terminated in certain circumstances, including due to a change in the recommendation of its board of directors. In addition, FOX will be required to pay Roku a termination fee of approximately $1.2 billion if the Merger Agreement is terminated under certain circumstances related to the failure to obtain certain regulatory approvals or upon the entry of a permanent restraint under certain antitrust laws or investment screening laws. FOX has also agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku in connection with the transaction if FOX is unable to obtain the required approval of its Class B Common stockholders of the issuance of FOX Class A Common Stock in connection with the transaction.
The Company expects to fund the cash portion of the Merger consideration with a combination of debt and cash on hand. In connection with the Merger Agreement, in June 2026, the Company entered into a commitment letter under which the lenders provided $12.0 billion of commitments ($11.0 billion of which is available as of June 30, 2026) to provide senior unsecured bridge loans (the “Bridge Facility”) and a term loan credit agreement under which the lenders committed to provide a $1.0 billion senior unsecured term loan facility (the “Term Loan Facility”) (See Note 9—Borrowings to the accompanying Financial Statements).
Overview—The Company’s revenues increased $2.3$826 billionmillion or 17%5% for fiscal 2025,2026, as compared to fiscal 2024,2025, due to higher affiliate fee,distribution, advertising and content and other revenues. The increase of $332$278 million or 5%4% in affiliate feedistribution 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 $790$440 million, partially offset by the approximately $460$160 million impact of a lower average number of subscribers across all networks.subscribers. The increase of $1.4$474 billionmillion or 26%7% in advertising revenue was primarily due to the approximately $870 million impact related to sports programming led by revenuesthe frombroadcasts of the broadcastFédération ofInternationale Superde BowlFootball LIXAssociation in("FIFA") FebruaryMen’s 2025World Cup and higheradditional National Football League (“NFL”) pricing.and Major League Baseball (“MLB”) postseason games and higher pricing partially offset by the absence of the February 2025 broadcast of Super Bowl LIX. The remaining increase of approximately $550 millionimpact was primarily due to the impact of political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations, continued digital growth led by the Tubi AVOD service and higher news pricingpricing, partially offset by lower political advertising revenue due to the absence of the 2024 presidential and audiences.congressional elections and lower news ratings. The increase of $567$74 million or 47%4% in content and other revenues was primarily due to higher sports sublicensing revenue and higher digital content revenue.
Operating expenses increased $335 million or 3% for fiscal 2026, as compared to fiscal 2025, primarily due to costs associated with the launch of FOX One and higher digital content costs. This increase was partially offset by lower sports programming rights amortization led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by soccer rights, including the broadcast of the FIFA Men’s World Cup, and higher NFL costs, including the broadcast of an additional NFL postseason game.
Operating expenses increased $1.4 billion or 16% for fiscal 2025, as compared to fiscal 2024, primarily due to the approximately $1 billion impact of higher sports programming rights amortization and production costs driven by higher NFL costs, including the broadcast of Super Bowl LIX in February 2025, and higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of WWE. The remaining increase of approximately $380 million was primarily due to higher digital content costs, entertainment programming rights amortization and higher newsgathering costs principally due to the 2024 presidential election.
Selling, general and administrative expenses increased $144$199 million or 7%9% for fiscal 2025,2026, as compared to fiscal 2024,2025, primarily due to higher employee costs.costs and costs associated with the launch of FOX One.
Depreciation and amortization—Depreciation and amortization expense increased $25 million or 6% for fiscal 2026, as compared to fiscal 2025, primarily due to technology equipment placed into service in fiscal 2026.
Interest expense, net—Interest expense, net increased $11$47 million or 5%21% for fiscal 2025,2026, as compared to fiscal 2024,2025, primarily due to lower interest income as a result of lower interest rates,rates and lower average cash and cash equivalent balances, partially offset by a lower average amount of debt outstanding.
Income tax expense—The Company’s tax provision and related effective tax rate of 24% and 25% for fiscal 20252026 and fiscal 2025, respectively, was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.
The Company’s tax provision and related effective tax rate of 26% for fiscal 2024 was higher than the statutory rate of 21% primarily due to state taxes.
Net income—Net income increaseddecreased $739$566 million or 48%25% for fiscal 2025,2026, as compared to fiscal 2024,2025, primarily due to higher Segment EBITDA (as defined below) and a change in fair value of the Company’s investments in equity securities, partially offset by higher provisionSegment forEBITDA income(as tax,defined the absence of a gain on a contribution of assetsbelow) and thelower legal settlement and other costs associated with the discontinuation of Venu Sports (Seein Notefiscal 3—Acquisitions,2025. DisposalsThese changes resulted in lower income before income tax expense and Othera Transactionscorresponding tolower theprovision accompanyingfor Financialincome Statements).tax.
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 contentcontent, 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: Amortization of cable distribution investments, 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.
Revenues at the Cable Network Programming segment increased $975$418 million or 16%6% for fiscal 2025,2026, as compared to fiscal 2024,2025, due to higher affiliate fee,distribution, advertising and content and other revenues. Affiliate feeDistribution revenue increased $128$222 million or 3%5% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers. The increase of $269$156 million or 21%10% in advertising revenue was primarily due to higher news and sports pricing and audiencesthe andbroadcast higherof newsthe digitalFIFA advertisingMen’s revenue.World Cup, partially offset by lower ratings. The increase of $578$40 million or 4% in content and other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $337 million or 13% for fiscal 2025, as compared to fiscal 2024, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $607 million or 23% primarily due to higher sports programming rights amortization and production costs driven by higher college football costs, including licensing costs for rights that are sublicensed, partially offset by the absence of the Fédération Internationale de Football Association Women’s World Cup and the Union of European Football Associations European Championship in the current year. Also contributing to this increase was higher newsgathering costs primarily due to the 2024 presidential election. Selling, general and administrative expenses increased $25 million or 4% principally due to higher employee costs.
Television (57% and 56% of the Company’s revenues in fiscal 2025 and 2024, respectively)
Revenues at the Television segment increased $1.5 billion or 18% for fiscal 2025, as compared to fiscal 2024, due to higher advertising, affiliate and other revenues. The increase of $1.2 billion or 28% in advertising revenue was primarily due to the impact related to sports programming led by revenues from the broadcast of Super Bowl LIX in February 2025 and higher pricing. Also contributing to this increase was the impact of higher political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations and continued digital growth led by the Tubi AVOD service. The increase of $204 million or 7% in affiliate fee 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 increase of $94 million or 17% in other revenues was primarily due to higher content revenue.
TelevisionCable Network Programming Segment EBITDA increased $439$69 million or 87%2% for fiscal 2025,2026, as compared to fiscal 2024, primarily2025, due to the revenue increases noted above, partially offset by higher expenses. Operating expenses increased $936$287 million or 15%9% primarily due to higher sports programming rights amortization and production costs drivenled by highersoccer NFL costs,rights, including the broadcast of Superthe BowlFIFA LIXMen’s inWorld FebruaryCup. 2025,This increase was partially offset by lower newsgathering costs due to the absence of WWE.the Also2024 contributingpresidential to this increase was higher digital content costs and entertainment programming rights amortization.election. Selling, general and administrative expenses increased $75$52 million or 8% primarilyprincipally due to higher employee costs and technology costs.
Television (56% and 57% of the Company’s revenues in fiscal 2026 and 2025, respectively)
Revenues at the Television segment increased $341 million or 4% for fiscal 2026, as compared to fiscal 2025, due to higher advertising, distribution and content and other revenues. The increase of $318 million or 6% in advertising revenue was primarily due to sports programming led by the broadcasts of the FIFA Men’s World Cup and additional NFL and MLB postseason games and higher pricing partially offset by the absence of the February 2025 broadcast of Super Bowl LIX. Also contributing to this increase was continued digital growth led by the Tubi AVOD service. These increases were partially offset by lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. Distribution revenue remained relatively consistent 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 increase of $17 million or 3% in content and other revenues was primarily due to higher digital content revenue.
Television Segment EBITDA increased $493 million or 52% for fiscal 2026, as compared to fiscal 2025, primarily due to the revenue increases noted above and lower expenses. Operating expenses decreased $207 million or 3% primarily due to lower sports programming rights amortization led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by the broadcast of the FIFA Men’s World Cup and higher NFL costs, including the broadcast of an additional NFL postseason game. Also partially offsetting this decrease was higher digital content costs. Selling, general and administrative expenses increased $55 million or 5% primarily due to higher employee costs, partially offset by lower legal costs.
Revenues within Corporate and Other for fiscal 20252026 and 20242025 include distribution revenue at FOX One and revenues generated by Credible and the operation of the FOX Studio Lot. Operating expenses for fiscal 20252026 and 20242025 include costs associated with the launch of FOX One and advertising and promotional expenses at Credible. Selling, general and administrative expenses for fiscal 20252026 and 20242025 primarily relate to employee costs, professional feesfees, costs associated with the launch of FOX One and the costs of operating the FOX Studio Lot.
Corporate and Other EBITDA decreased $280 million or 80% for fiscal 2026, as compared to fiscal 2025, primarily due to intercompany FOX branded content and marketing costs associated with the launch of FOX One, which more than offset related distribution revenue.
Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Amortization of cable distribution investments, 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.
The Company has approximately $5.4$4.2 billion of cash and cash equivalents as of June 30, 20252026 and an unused five-year $1.0 billion unsecured revolving credit facility (See Note 9—Borrowings to the accompanying Financial Statements). In addition, the Company can draw on the Term Loan Facility and commitments under the Bridge Facility to finance the cash portion of the Merger consideration (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements). The Company also has access to the worldwideglobal capital markets, subject to market conditions. As of June 30, 2025,2026, the Company was in compliance with all of the covenants under itsthe revolvingCompany’s credit facility,facilities, and it does not anticipate any noncompliance with such covenants.
The increasedecrease in net cash provided by operating activities during fiscal 2025,2026, as compared to fiscal 2024,2025, was primarily due to higherlower Segmentadvertising EBITDA, principallyreceipts due to higherthe politicalabsence advertisingof receiptsSuper fromBowl LIX and the 2024 presidential and congressional elections along with receipts from Super Bowl LIX in February 2025, partially offset by the FIFA Men’s World Cup in the current year and higher contentsports programming payments.
The increase in net cash used in investing activities during fiscal 2025,2026, as compared to fiscal 2024,2025, was primarily due to an increase in the fiscalCompany’s 2025 acquisitions (See Note 3—Acquisitions, Disposals,investments and Othercapital Transactions to the accompanying Financial Statements),expenditures, partially offset by a decrease in the Company’s investments and capital expenditures.acquisitions.
The increase in net cash used in financing activities during fiscal 2025,2026, as compared to fiscal 2024,2025, was primarily due to activity under the netstock impactrepurchase program, including the $1.5 billion accelerated share repurchase transaction (See Note 11—Stockholders’ Equity to the accompanying Financial Statements under the heading “Stock Repurchase Program”), and the Company’s purchase of thenoncontrolling Octoberinterest, 2023partially issuanceoffset of $1.25 billion of senior notes andby the repayment of $1.25 billion and $600 million of senior notes that matured in January 2024 and April 2025, respectively (See Note 9—Borrowings to the accompanying Financial Statements).2025.
Borrowings include senior notes (See Note 9—Borrowings to the accompanying Financial Statements). During fiscal 2025, cash used in the repayment of borrowings was $600 million for the 3.050% senior notes which matured and were repaid in full in April 2025.
The following table summarizes cash (used in) repayment of borrowings and cash from borrowings for fiscal 2025 and 2024:
Bridge Facility
In connection with the Merger Agreement, in June 2026, the Company entered into a commitment letter for the Bridge Facility which may be drawn on for the purpose of financing the cash portion of the Merger consideration (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).
Term Loan Agreement
In connection with the Merger Agreement, in June 2026, the Company entered into the Term Loan Facility to fund the cash portion of the Merger consideration, which has a maturity date of two years after the closing of the Roku Transaction and the Term Loan Facility is funded (See Note 9—Borrowings to the accompanying Financial Statements).
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. For additional details on commitments and contingencies see Note 14—Commitments and Contingencies to the accompanying Financial Statements under the headings “Licensed Programming,” “Other commitments and contractual obligations” and “Legal and Other Contingencies.”
The Company generates advertising revenue from sales of commercial time within the Company’s network programming, and from sales of advertising on the Company’s owned and operated television stations and various digital properties. Advertising revenue from customers is recognized as the commercials are aired.aired or streamed. Certain of the Company’s advertising contracts have guarantees of a certain number of targeted audience views, referred to as impressions, where the performance obligation is the guarantee and revenue is recognized as the guarantee is satisfied. For contracts without guarantees, the individual advertising spots are the performance obligation and consideration is allocated based on its relative standalone selling price. Advertising contracts, which are generally short-term, are billed monthly for the spots aired or streamed during the month, with payments due shortly thereafter.
The Company generates affiliate feedistribution revenue from affiliate fees for agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company’s owned and operated television stations.stations Inand addition, the Company generates affiliate fee revenue fromfor agreements with independently owned television stations that are affiliated with the FOX NetworkNetwork. andIn receivesaddition, retransmissionthe consentCompany generates distribution revenue from subscription fees from MVPDs for theirthe signals.Company’s direct-to-consumer streaming services. Affiliate fee revenue is recognized as the Company satisfies the performance obligation by continuously making the network programming available to the customer over the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. For contracts with fixed affiliate fees, revenues are recognized based on the relative standalone selling price of the network programming provided over the contract term, which generally reflects the invoiced amount. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter. Subscription revenue for the Company’s direct-to-consumer streaming services are recognized evenly over the subscription period.
The Company’s intangible assets include goodwill, Federal Communications Commission (“FCC”) licenses, MVPD affiliate agreements and relationships, softwarerelationships and trademarks and other copyrighted products.
Carrying values of goodwill and intangible assets with indefinite lives are reviewed at leasttested annually for possibleimpairment, impairment.or earlier if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. The Company’s impairment review is based on a discounted cash flow analysis and market-based valuation approach that requires significant management judgment. The Company uses its judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts, may signal that an asset has become impaired and require the Company to perform an interim impairment test.
During fiscal 2025, the Company recorded a non-cash impairment charge for intangible assets of approximately $70 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in the accompanying Consolidated Statements of Operations within the Television segment. Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue. Additionally, the fair value of FCC licenses in certain markets exceeded their respective carrying value by less than 10% as of June 30, 2025. An increase to the discount rate of 0.5 percentage points, or a decrease to the terminal growth rate of 0.5 percentage points, assuming no changes to other long-term assumptions, would cause the aggregate fair value of FCC licenses to fall below the aggregate carrying value by approximately $80 million and $50 million, respectively. Further adverse changes in market conditions may result in additional non-cash impairment charges.
During fiscal 2026, the Company recorded a non-cash impairment charge for intangible assets of approximately $64 million primarily related to FCC licenses in Restructuring, impairment and other corporate matters in the accompanying Consolidated Statements of Operations within the Television segment. Based on the Company’s annual assessment, the carrying value of FCC licenses in certain markets exceeded their fair value primarily as a result of updated market data, including lower expected future advertising revenue. Additionally, the fair value of FCC licenses in certain markets exceeded their respective carrying value by less than 10% as of June 30, 2026. An increase to the discount rate of 0.5 percentage points, or a decrease to the terminal growth rate of 0.5 percentage points, assuming no changes to other long-term assumptions, would cause the aggregate fair value of FCC licenses to fall below the aggregate carrying value by approximately $125 million and $90 million, respectively. Further adverse changes in market conditions may result in additional non-cash impairment charges.
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 smalllimited groupnumber of employees covered by collective bargaining agreements. The measurement and recognition of costs of the Company’s pension and OPEB plans require the use of significant management judgments, including discount rates, expected return on plan assets and other actuarial assumptions.
Fiscal 2026 netNet periodic pension expense for the Company’s pension plans is expected to bedecrease approximatelyfrom $35 million, consistent with the amount recognizedmillion in fiscal 2025.2026 to approximately $28 million in fiscal 2027, primarily due to asset gains recognized during fiscal 2026.
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. See Note 14—Commitments and Contingencies to the accompanying Financial Statements under the heading “Legal and Other Contingencies” for a discussion of the Company’s legal proceedings.
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) the Roku Transaction; (ii) future earnings, revenues or other measures of the Company’s financial performance; (iiiii) the Company’s plans, strategies and objectives for future operations; (iiiiv) proposed new programming or other offerings; (ivv) future economic conditions or performance; and (vvi) assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words “may,” “will,” “could,” “should,” “would,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.
•the impact of the Roku Transaction, which may be affected by various factors, including closing conditions, regulatory approvals, termination of the Merger Agreement, restrictions on the Company’s ability to pursue alternative transactions, potential litigation, business disruptions while the transaction is pending, impacts on the Common Stock, increased indebtedness, and the Company’s ability to integrate operations and realize anticipated benefits post-closing, as well as the risk that the transaction may be delayed or not completed at all;
•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 ,market, major sports events and election cycles,cycles and the evolution of audience measurement methodologies’ ability to accurately reflect actual multiplatform viewership levelsmethodologies;
•the failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming and changes in the availability and use of satellite transmission spectrum;
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “For the nine months ended March 31, 2026 and 2025”
Removed heading “For the six months ended December 31, 2025 and 2024”
Largest changes
The Company has approximatelysee in full comparison$2.0$3.6 billion of cash and cash equivalents as ofDecemberMarch 31,20252026 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 tothe worldwideglobal 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.
Net income—Net income decreasedsee in full comparison$141$179 million or36%51% and$364$543 million or30%34% for the three andsixnine months endedDecemberMarch 31,2025,2026, respectively, 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 higher Segment EBITDA (as defined below) and, for the nine months ended March 31, 2026, 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.
“As of March 31, 2026, 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.”see in full comparison
Thesee in full comparisonincreasedecrease in net cashusedprovidedinby operating activities during thesixnine months endedDecemberMarch 31,2025,2026, as compared to the corresponding period of fiscal 2025, was primarily due to lowerpoliticaladvertising receipts due to the absence of Super Bowl LIX and the 2024 presidential and congressionalelections,elections and higher sports programmingpayments and tax payments, partially offset by lower restructuringpayments.
Full comparison: every changed paragraph (52)
•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 sixnine months ended DecemberMarch 31, 20252026 and 20242025 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 sixnine months ended DecemberMarch 31, 20252026 and 2024.2025. 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 sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, as well as a discussion of the Company’s outstanding debt and commitments, both firm and contingent, that existed as of DecemberMarch 31, 2025.2026. 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.
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. 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.
Results of Operations—For the three and sixnine months ended DecemberMarch 31, 20252026 versus the three and sixnine months ended DecemberMarch 31, 2024.2025.
The following table sets forth the Company’s operating results for the three and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the three and sixnine months ended DecemberMarch 31, 20242025:
For the three months ended DecemberMarch 31, 20252026 and 20242025
The Company’s revenues increaseddecreased $104$377 million or 2%9% for the three months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, primarily due to lower advertising revenue, partially offset by higher distribution and advertisingcontent and other revenues. The increase of $69$68 million or 4%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 $115$90 million, partially offset by the approximately $45$20 million impact of a lower average number of subscribers. The increasedecrease of $33$480 million or 1%24% in advertising revenue was primarily due to the absence of the February 2025 broadcast of Super Bowl LIX and lower ratings, partially offset by the approximately $500$200 million impact principallydue led by higher linear pricing,to continued digital growth led by the Tubi AVOD service andservice, the broadcast of an additional MajorNational Football League Baseball (“MLBNFL”) postseason games.game Thisand higher pricing. The increase wasof partially offset by the approximately $465$35 million impactor of12% lowerin politicalcontent advertisingand revenueother revenues was primarily due to thehigher absencesports ofsublicensing the 2024 presidential and congressional elections and lower ratings.revenue.
Operating expenses increaseddecreased $119$471 million or 3%16% for the three months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, primarily due to the approximately $180$535 million impact of higherlower sports programming rights amortization and production costs anddriven higherby digitalthe contentabsence costs.of the February 2025 broadcast of Super Bowl LIX partially offset by the broadcast of an additional NFL postseason game. This increasedecrease was partially offset by lowerthe approximately $65 million impact primarily due to costs associated with the launch of Fox One and higher entertainment programming rights amortization and production costs and lower newsgathering costs led by the absence of the 2024 presidential election.costs.
Selling, general and administrative expenses increaseddecreased $70$5 million or 13%1% for the three months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, primarily due to costslower associated with the marketing of the launch of FOX One and higher employeelegal costs.
For the sixnine months ended DecemberMarch 31, 20252026 and 20242025
The Company’s revenues increaseddecreased $278$99 million or 3%1% for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, due to lower advertising revenue, partially offset by higher distribution, advertisingdistribution and content and other revenues. The increase of $116$184 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$360 million, partially offset by the approximately $155$175 million impact of a lower average number of subscribers. The increasedecrease of $116$364 million or 3%6% in advertising revenue was primarily due to the approximately $515$435 million impact principallyrelated to sports programming led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by the broadcast of additional NFL and Major League Baseball (“MLB”) postseason games and higher pricing. The remaining impact was primarily due to higher linear pricing, continued digital growth led by the Tubi AVOD service and thehigher broadcastnews of additional MLB postseason games,pricing, 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.elections and lower news ratings. The increase of $46$81 million or 4%6% in content and other revenues was primarily due to higher sports sublicensing revenue partially offset by lower entertainment contentproduction andservices other revenuesrevenue led by the timing of deliveries.
Operating expenses increaseddecreased $185$286 million or 3% for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, primarily due to higherthe approximately $440 million impact of lower sports programming rights amortization anddriven productionby the absence of the February 2025 broadcast of Super Bowl LIX partially offset by higher NFL costs, including the broadcast of an additional NFL postseason game. Also partially offsetting this decrease was the approximately $155 million impact primarily due to costs associated with the launch of Fox One and higher digital content costs.
Selling, general and administrative expenses increased $157$152 million or 15%10% for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, primarily due to costs associated with the marketing of the launch of FOXFox One and higher employee costs.
Interest expense, net— Interest expense, net increased $18$11 million and $29 million or 20% and 16% for both the three and sixnine months ended DecemberMarch 31, 2025,2026, 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.
Income tax expense—The Company’s tax provision and related effective tax rate of 23%26% and 24% for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, was higher than the statutory rate of 21% primarily due to state taxes.taxes and other permanent items.
The Company's tax provision and related effective tax rate of 25% for the three and sixnine months ended DecemberMarch 31, 20242025 was higher than the statutory rate of 21% primarily due to state taxes and other permanent items.
Net income—Net income decreased $141$179 million or 36%51% and $364$543 million or 30%34% for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, 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 higher Segment EBITDA (as defined below) and, for the nine months ended March 31, 2026, 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.
The following tables set forth the Company’s Revenues and Segment EBITDA for the three and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the three and sixnine months ended DecemberMarch 31, 20242025:
Cable Network Programming (44% and 41% of the Company’s revenues for the first sixnine months of fiscal 2026 and 20252025, respectively)
For the three months ended DecemberMarch 31, 20252026 and 20242025
Revenues at the Cable Network Programming segment increased $110$105 million or 5%6% for the three months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $54$64 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$18 million or 7%5% in advertising revenue was primarily due to sports programming and higher news and sports pricing partially offset by lower ratings. The increase of $25$23 million or 4%24% in content and other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $30$6 million or 5%1% for the three months ended DecemberMarch 31, 2025,2026, 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$101 million or 5%17% 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 increaseddecreased $4$3 million or 3%2% primarily due to higherlower employeelegal costs.
For the sixnine months ended DecemberMarch 31, 20252026 and 20242025
Revenues at the Cable Network Programming segment increased $175$280 million or 5% for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution revenue increased $82$146 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$73 million or 7%6% in advertising revenue was primarily due to higher news and sports pricing partially offset by lower ratings. The increase of $38$61 million or 5%7% in content and other revenues was primarily due to higher sports sublicensing revenue.
Cable Network Programming Segment EBITDA increased $82$88 million or 6%4% for the sixnine months ended DecemberMarch 31, 2025,2026, 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$174 million or 4%7% 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 leddue byto the absence of the 2024 presidential election. Selling, general and administrative expenses increased $12$9 million or 4%2% primarily due to higher employeetechnology costs, partially offset by lower legal costs.
Television (56% and 57%59% of the Company’s revenues for the first sixnine months of fiscal 2026 and 2025, respectively)
For the three months ended DecemberMarch 31, 20252026 and 20242025
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 increaseddecreased $73$507 million or 1%19% for the sixthree months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, due to higherlower advertising and distribution revenues, partially offset by lowerhigher content and other revenues. The increasedecrease of $61$498 million or 2%30% in advertising revenue was primarily due to sportsthe programmingabsence ledof the February 2025 broadcast of Super Bowl LIX, partially offset by the broadcast of an additional MLBNFL postseason gamesgame and higher pricing partially offset by lower ratings. Also contributing to this increase was continued digital growth led by the Tubi AVOD service. TheseThe were partially offset by lower political advertising revenue principally due to the absencedecrease of the 2024 presidential and congressional elections. The increase of $22$12 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.stations.
Television Segment EBITDA decreasedincreased $35$131 million or 6% for the sixthree months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, as the revenue increasesdecreases noted above were more than offset by higherlower expenses. Operating expenses increaseddecreased $74$623 million or 2%26% primarily due to higher digital content costs and higherlower sports programming rights amortization and production costs principally due to higherthe NFL,absence collegeof footballthe andFebruary MLB2025 costsbroadcast of Super Bowl LIX partially offset by the absence of both the WWE and the broadcast of thean UEFAadditional EuropeanNFL Championshippostseason ingame. theAlso currentpartially year.offsetting this decrease was higher entertainment programming rights amortization and production costs and entertainment marketing costs. Selling, general and administrative expenses increaseddecreased $34$15 million or 7%5% primarily due to higherlower employeelegal costs.
For the nine months ended March 31, 2026 and 2025
Revenues at the Television segment decreased $434 million or 6% for the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, due to lower advertising and content and other revenues, partially offset by higher distribution revenue. The decrease of $437 million or 9% in advertising revenue was primarily due to sports programming led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by the broadcast of additional NFL and MLB postseason games and higher pricing. Also contributing to this decrease was lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections. These decreases were partially offset by continued digital growth led by the Tubi AVOD service. The increase of $10 million in distribution revenue was 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 $7 million or 1% in content and other revenues was primarily due to lower entertainment production services revenue led by the timing of deliveries.
Television Segment EBITDA increased $96 million or 15% for the nine months ended March 31, 2026, as compared to the corresponding period of fiscal 2025, as the revenue decreases noted above were more than offset by lower expenses. Operating expenses decreased $549 million or 9% primarily due to lower sports programming amortization led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by higher NFL costs, including the broadcast of an additional NFL postseason game, and higher digital content costs. Selling, general and administrative expenses increased $19 million or 2% primarily due to higher employee costs, partially offset by lower legal costs.
For the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025
Revenues within Corporate and Other for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 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 sixnine months ended DecemberMarch 31, 20252026 and 20242025 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 sixnine months ended DecemberMarch 31, 20252026 and 20242025 primarily relate to employee costs, professional fees, costs associated with the launch of FOX One marketing costs and the costs of operating the FOX Studio Lot.
Corporate and Other EBITDA decreased $57$39 million or 70%48% and $119$158 million or 78%67% for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025, primarily due to intercompany FOX branded content and marketing costs associated with the launch of FOX One, led by marketing and content costs, which more than offset related distribution revenue.
The following table reconciles Net income to Adjusted EBITDA for the three and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the three and sixnine months ended DecemberMarch 31, 20242025:
The following table sets forth the computation of Adjusted EBITDA for the three and sixnine months ended DecemberMarch 31, 2025,2026, as compared to the three and sixnine months ended DecemberMarch 31, 2024.2025:
The Company has approximately $2.0$3.6 billion of cash and cash equivalents as of DecemberMarch 31, 20252026 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 worldwideglobal 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.
As of March 31, 2026, 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.
Net cash usedprovided inby operating activities for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was as follows (in millions):
The increasedecrease in net cash usedprovided inby operating activities during the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, was primarily due to lower political advertising receipts due to the absence of Super Bowl LIX and the 2024 presidential and congressional elections,elections and higher sports programming payments and tax payments, partially offset by lower restructuring payments.
Net cash used in investing activities for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was as follows (in millions):
The increase in net cash used in investing activities during the sixnine months ended DecemberMarch 31, 2025,2026, as compared to the corresponding period of fiscal 2025, was primarily due to an increase in the Company’s investments and capital expenditures.expenditures, partially offset by a decrease in the Company’s acquisitions.
Net cash used in financing activities for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was as follows (in millions):
The increase in net cash used in financing activities during the sixnine months ended DecemberMarch 31, 2025,2026, 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.
Subsequent to December 31, 2025, theThe Company declared a semi-annual dividend of $0.28 per share on both the Class A Common Stock and the Class B Common Stock.Stock Theduring dividendthe declaredthree ismonths payableended March 31, 2026, which was paid 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.
The following table summarizes the Company’s credit ratings as of DecemberMarch 31, 20252026:
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 (viv) 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.
FOXA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 149,934 shares, about $10.3M) and open-market sales in 1 filing (1 insider, 1 trade date, 149,934 shares, about $10.3M). Net open-market shares: 0 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Carey Chase |
Option exercise | 5,102 | — | — |
| 2026-10-01 | Hernandez Roland A |
Option exercise | 5,102 | — | — |
| 2026-10-01 | Burck William A |
Option exercise | 5,102 | — | — |
| 2026-10-01 | Ryan Paul D |
Option exercise | 5,102 | — | — |
| 2026-09-15 | Murdoch Lachlan K |
Open-market purchase | 149,934 | $68.53 | $10.3M |
| 2026-09-15 | Murdoch Lachlan K |
Open-market sale | 149,934 | $68.53 | $10.3M |
| 2026-08-15 | Tomsic Steven |
Shares withheld for tax | 20,481 | $69.04 | $1.4M |
| 2026-08-15 | Tomsic Steven |
Option exercise | 40,155 | — | — |
| 2026-08-15 | Tomsic Steven |
Shares withheld for tax | 4,678 | $69.04 | $323.0K |
| 2026-08-15 | Tomsic Steven |
Option exercise | 9,171 | — | — |
| 2026-08-15 | Tomsic Steven |
Shares withheld for tax | 7,286 | $69.04 | $503.0K |
| 2026-08-15 | Tomsic Steven |
Option exercise | 14,975 | — | — |
| 2026-08-15 | Tomsic Steven |
Shares withheld for tax | 7,575 | $69.04 | $523.0K |
| 2026-08-15 | Tomsic Steven |
Option exercise | 15,569 | — | — |
| 2026-08-15 | Ciongoli Adam G. |
Option exercise | 25,741 | — | — |
| 2026-08-15 | Ciongoli Adam G. |
Shares withheld for tax | 12,926 | $69.04 | $892.4K |
| 2026-08-15 | Ciongoli Adam G. |
Option exercise | 14,975 | — | — |
| 2026-08-15 | Ciongoli Adam G. |
Shares withheld for tax | 7,520 | $69.04 | $519.2K |
| 2026-08-15 | Ciongoli Adam G. |
Option exercise | 9,171 | — | — |
| 2026-08-15 | Ciongoli Adam G. |
Shares withheld for tax | 4,606 | $69.04 | $318.0K |
| 2026-08-15 | Nallen John |
Option exercise | 19,874 | — | — |
| 2026-08-15 | Nallen John |
Shares withheld for tax | 11,569 | $69.04 | $798.7K |
| 2026-08-15 | Nallen John |
Option exercise | 24,961 | — | — |
| 2026-08-15 | Nallen John |
Shares withheld for tax | 12,025 | $69.04 | $830.2K |
| 2026-08-15 | Nallen John |
Shares withheld for tax | 9,678 | $69.04 | $668.2K |
| 2026-08-15 | Nallen John |
Shares withheld for tax | 32,592 | $69.04 | $2.3M |
| 2026-08-15 | Nallen John |
Option exercise | 25,946 | — | — |
| 2026-08-15 | Nallen John |
Option exercise | 66,930 | — | — |
| 2026-08-15 | Murdoch Lachlan K |
Shares withheld for tax | 27,865 | $69.04 | $1.9M |
| 2026-08-15 | Murdoch Lachlan K |
Option exercise | 54,920 | — | — |
| 2026-08-15 | Murdoch Lachlan K |
Option exercise | 57,078 | — | — |
| 2026-08-15 | Murdoch Lachlan K |
Shares withheld for tax | 71,885 | $69.04 | $5.0M |
| 2026-08-15 | Murdoch Lachlan K |
Option exercise | 147,247 | — | — |
| 2026-08-15 | Murdoch Lachlan K |
Shares withheld for tax | 16,548 | $69.04 | $1.1M |
| 2026-08-15 | Murdoch Lachlan K |
Option exercise | 33,636 | — | — |
| 2026-08-15 | Murdoch Lachlan K |
Shares withheld for tax | 26,649 | $69.04 | $1.8M |
| 2026-08-15 | Murdoch Keith Rupert |
Option exercise | 35,841 | — | — |
| 2026-08-15 | Murdoch Keith Rupert |
Shares withheld for tax | 19,447 | $69.04 | $1.3M |
| 2026-06-30 | Ciongoli Adam G. |
Shares withheld for tax | 10,523 | $50.39 | $530.3K |
| 2026-06-30 | Ciongoli Adam G. |
Option exercise | 26,883 | — | — |
Well-known investors holding FOXA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Dodge & Cox | 2026-06-30 | 11,223,096 | $585.4M | 0.31% | Added 3% |
| Dodge & Cox | 2026-06-30 | 7,266,093 | $340.3M | 0.18% | Added 1% |
| Yacktman Asset Management | 2026-06-30 | 5,649,828 | $264.6M | 3.27% | Added 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,984,485 | $155.7M | 0.09% | Added 148% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,422,514 | $66.6M | 0.04% | Added 382% |
| Yacktman Asset Management | 2026-06-30 | 1,185,089 | $61.8M | 0.76% | No change |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 757,602 | $38.3M | 0.01% | Reduced 16% |
| Millennium Management (Israel Englander) | 2026-06-30 | 506,059 | $26.4M | 0.02% | Added 276% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 475,115 | $24.8M | 0.06% | Added 31% |
| Millennium Management (Israel Englander) | 2026-06-30 | 394,898 | $18.5M | 0.01% | Reduced 42% |
| D. E. Shaw & Co. | 2026-06-30 | 214,445 | $11.2M | 0.01% | Added 63% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 204,574 | $9.6M | 0.0% | Added 18% |
| D. E. Shaw & Co. | 2026-06-30 | 136,401 | $6.4M | 0.0% | Reduced 4% |
| Renaissance Technologies | 2026-06-30 | 71,300 | $3.3M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 57,601 | $3.0M | 0.0% | Reduced 84% |
| Bridgewater Associates | 2026-06-30 | 8,604 | $502.5K | — | Sold out |
| Duquesne Family Office (Stanley Druckenmiller) | 2026-06-30 | 2,204,600 | $115.0K | 2.64% | New position |
| Duquesne Family Office (Stanley Druckenmiller) | 2026-06-30 | 632,600 | $29.6K | 0.68% | New position |