NWSA 10-K & 10-Q changes, risk factors and insider trading

The Company faces significant competition, including from other providers of information, news, real estate-related and entertainment products and services. See “Business Overview” for more information regarding competition within each of the Company’s segments. This competition continues to intensify as a result of changes in technologies, including developments in generative AI, platforms and business models and corresponding changes in consumer and customer behavior. For example, the proliferation of content distribution platforms and media channels, as well as AI-generated content, have (i) increased the choices available to consumers for content consumption and the risk of content commoditization and (ii) adversely impacted, and may continue to adversely impact, demand and pricing for the Company’s products and services. ConsumptionThird-party platforms like search engines, social media and AI platforms and digital marketplaces, some of which offer competing products or services, have significant influence over how the Company’s content onand third-partyother products and services are discovered and displayed. Changes these platforms reducesmake itsto controlalgorithms, overranking howmethodologies, itspresentation, contentplacement, isuser discovered,interfaces, displayedaccess andterms monetizedor and maypricing affect itsthe Company’s ability to attract, retain and monetize consumers directly and compete effectively. GenerativeAs AI-poweredthese chatbots, search overviewsplatforms and other toolsemerging usingcompetitors modelscontinue trainedto orincorporate groundedAI onfeatures and launch AI-powered products and services such as chatbots, agents, assistants and enhanced search and recommendation tools, they are changing how users discover and consume content and services, including by retaining users within their own digital ecosystems instead of referring them to the Company’s contentproperties. orIncreased thatadoption produceof responsesthese thatAI-powered contain,tools, areproducts similarand toservices, orespecially arethose basedoffered onby theplatforms Company’swith contentlarge withoutembedded permission, attribution or compensation,audiences, have, and may continue to, reduce traffic to, and subscriber demand for, and engagement with, the Company’s digital products and services and harm existing and potential revenue streams. Technological advances, includingparticularly in AI, have alsoreduced increasedbarriers to entry by, among other things, increasing the availability of public sources of free or inexpensive information and reduceddecreasing the cost to collect, process and package this information,information. whichRapid enablesadvancements in AI coding tools may also allow new and existing competitors to create competing offerings quickly and at a lower cost. These developments have, and may continue to, enable additional third parties to compete with the Company’s information products and services, often at a lower cost,services and potentially diminishesdiminish their perceived value.

•differentiate its brands and their associated content and other products and services based on quality, reliability and comprehensiveness and through its marketing and selling efforts;

•respond to new and evolving technologies, business models, distribution channels and platforms, including generative AI tools, products and services, content distribution platforms, media channels, online retailers and digital marketplaces, some of which have significant scale and leverage;

•manage and adapt to changes made by large digital platformsplatform operators, including the launch of AI-based features, products and services and the shift from referral-based to closed ecosystems, that affect the visibility and accessibility of its content and other products and services (and, in turn, visitssubscriptions, traffic, engagement and advertiser interest), which occur frequently and are outside the Company’s control; and

The Company expects to continue to pursue newvarious strategic initiatives, incorporate new technologies and develop new and enhanced products and services to remain competitive. These include additional licensing arrangements with certain large platformsplatform operators, AI companies and other partners for the use of its content by or on such platforms,content, the continued expansion into newdifferent business models and adjacencies at its digital real estate services businesses,adjacencies, streaming audio partnerships for its books, multi-product digital bundles and other innovative digital news products and experiences. The Company is also developing additional products and services that incorporate AI solutions to enhance insights and value for consumers and customers and respondusing AI to industryimprove trends.efficiency and productivity internally. The Company has incurred, and expects to continue to incur, significant costs in connection with these efforts, including costs relating to the initiatives referenced above, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing technologies and attract and retain employees with the necessary knowledge and skills. There can be no assurance any of these efforts will be successful, that they can be implemented in the time period or at the cost the Company expects or that it will realize the anticipated benefits. For example, not all of the Company’s content license agreements have been renewed, and there is no guarantee that existing agreements will be renewed on terms favorable to the Company or at all.

Some of the Company’s current and potential competitors have greater resources, fewer regulatory burdens, better competitive positions in certain areas, greater operating capabilities, greater access to sources of content, data, information, technology (including AI) or other services or strategic relationships and/orrelationships, easier access to financing.financing and/or use the Company’s intellectual property without authorization or compensation. These advantages may allow them to develop products or services that compete with, or otherwise supplant, the Company’s products and services, more easily enter its markets or respond more effectively to changes in technology, consumer and customer needs and preferences and market conditions, including by developing new or enhanced products and services or leveraging new technologies, including generative AI, more quickly or successfully than the Company. Continued consolidation or strategic alliances in certain industries in which the Company operates or otherwise affecting the Company’s businesses may increase these advantages, including through greater scale, financial leverage and/or access to content, data, information, technology (including AI) and other offerings. If the Company is unable to compete successfully, its business, results of operations and financial condition couldwill be adversely affected.

The Company’s business is subject to risks and uncertainties from events and circumstances outside its control that impact macroeconomic and market conditions or disrupt its business, particularly in the U.S., Australia and the U.K., including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, pandemicsgovernment andor otherregulatory health crises,policies, natural disasters, severe weather events (which may occur with increasing frequency and intensity),events, political or social unrest, terrorismterrorism, pandemics and other health crises or other similar events. Recent changes in political policies and priorities in the U.S. and internationally, including expanded or retaliatory tariffs and other trade barriers, and an increase in hostilities and conflicts and tariffs and other trade barriers, have createdcontinued to create business and economic uncertaintyuncertainty, renewed inflationary pressures and lowered consumer confidence. These conditions, as well as inflationary pressures, changes in monetary policy, elevated interest rates, recessionary or stagflation concerns, geopoliticallabor tensions,market uncertainty, supply chain disruptionsdisruptions, increased energy and commodity costs and volatile foreign currency exchange rates, have affected, and may in the future,future adversely affectaffect, the U.S. and global economies and markets and the Company’s business. During fiscal 2025,2026, persistent inflation inhigh home prices and other housing-related costs, low inventory, elevated interest rates and lower levels of consumer confidence continued to adversely impact the U.S. real estate market and depress real estate lead and transaction volumes and adjacent businesses at the Digital Real Estate Services segment. RecentRecently economicenacted Australian housing reform legislation may impact listing volumes and the Company’s digital real estate services business in Australia. Economic uncertainty and lower consumer confidence have also contributed to softer consumer spending within the U.S. book publishing industry, which may continue in the near term. These and other events or conditions outside the Company’s control have in the past also resulted in, and could in the future lead to, disruption of the Company’s business, a tightening of, or more limited access to, the credit and capital markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer net worth and a decline in other markets such as energy and commodities, and could, in turn, lead to a broader, prolonged economic downturn. Such downturns havetypically resulted, and could in the future result,result in lower advertising expenditures, lower demand for the Company’s products and services, unfavorable changes in the mix of products and services purchased, pricing pressures, longer sales and payment cycles, a credit ratings downgrade and/or higher borrowing costs and decreased ability of third parties to satisfy their obligations to the Company and have adversely affected, and could in the future adversely affect, the Company’s business, results of operations, financial condition and liquidity. The Company is particularly exposed to business risks in the U.S., Australia and the U.K., its three main operating geographies.

The Company may also be impacted by other events outside its control, such as developments in the industries in which it operates. In the U.S. residential real estate industry, settlementslawsuits and regulatory investigations, as well as pressure from industry participants, have led to changes in established rules and practices. Settlements of recent class action lawsuits against certain brokerages and franchisors, as well as NAR, haveresulted led toin changes into NAR’s rules and practices, including elimination of the cooperative compensation rule, thereby prohibiting REALTOR® MLSs from publishinghow buyer broker compensationcommissions offers.are Whileoffered theand negotiated. Evolving industry dynamics are shifting some listing inventory away from traditional centralized public MLS databases to private listing networks and alternative digital platforms. The impact of suchthese and any other changes isto uncertainindustry rules and difficultpractices tothat predict,may ifresult theyfrom significantlyany further litigation, settlements, regulatory scrutiny or market shifts could affect how home buyers and sellers engage with agents or negatively impactand agent commissions, thatimpact couldthe quality or quantity of Move’s listing data and its audience size or reduce the number of leads and other services agents purchase from Move and adversely affect its business and results of operations or require changes to its business model. The settlements are also being appealed, and the Company cannot predict the final outcomes of these matters or any future lawsuits, which could result in additional changes that impact the industry.

A Decline in Customer Advertising Expenditures or Other Adverse Changes in the Advertising Ecosystem Could Cause the Company’s Revenues and Operating Results to Decline Significantly.

The Company generates substantial revenues from the sale of advertising, and a declinedeclines in advertising revenues hashave had, and could continue to have, an adverse effect on its business, financial condition and results of operations.operations Shiftingand consumerfinancial condition. Consumer preferences towardfor digital content consumption andconsumption, the increasing number of content consumption choices and different ways of purchasing advertising such as programmatic buying have intensified competition for advertising, increased audience fragmentation and advertising inventory andinventory, decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers.advertisers Differentand waysreduced of purchasing advertising such as programmatic buying channels have further shifted advertising from traditional media to digital offerings, some of which generate lower rates or are not otherwise as beneficial to the Company.rates. Large digital platforms with extensive user data and targeting capabilities command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the Company’s digital properties, which drives advertiser spending. VisibilityChanges onmade theseby platformsplatform dependsoperators, onincluding decreasing referrals, the incorporation of AI engines with different algorithms thatand changes impacting visibility, occur frequently, are outside the Company’s control and change frequently, and recent changes have adversely affectedaffected, and could adversely affect, traffic toand someengagement offor the Company’s digital properties,properties particularlyand consequently, advertising sales and rates. As the advertising industry evolves in response to AI-driven changes in content discovery and consumption, the U.K.Company will need to adapt to new advertising formats, delivery methods, strategies and offerings in order to compete successfully for advertising budgets. Certain oflarge thesedigital platforms also control significant technologies such as ad servers on which the Company’s digital advertising operations rely, and interruptions or changes affecting these technologies, including the economic terms, could adversely impact advertising revenues and/or operating costs. Evolving standards for the delivery of digital advertising, the development and implementation of technology, standards, regulations, policies and practices and changing consumer expectations that adversely affect the Company’s ability to deliver, target or measure the effectiveness of its advertising, including the phase-out ofreduced support for third-partyonline cookiestracking and mobile identifiers,technologies, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues. There can be no assurance that the Company will be able to successfully navigate the evolving digital advertising market or that its digital advertising revenues will be able to offset declines in advertising revenue from traditional media offerings.

The Company’s advertising revenue is also affected generally by national and local economic and business conditions, which tend to be cyclical, as well as election and other news cycles. During fiscal 2025,2026, factors such as trade issues, geopolitical tensions and conflicts and elevated interest rates contributed to continued economic uncertainty, reduced spending by advertisers and lower advertising revenues at certain of the Company’s businesses. Other events outside the Company’s control, including inflationary pressures, trade issues, recessionary or stagflation concerns, supply chain disruptions, natural disasters, extreme weather, pandemics and other widespread health crises, political and social unrest or acts of terrorism, have had, and may in the future have, a similar impact. Certain sectors of the economy account for a significant portion of the Company’s advertising revenues, including retail, technology and finance. Declines in the economic prospects of these and other advertisers or the economy in general could alter current or prospective advertisers’ spending priorities, which may further reduce the Company’s overall advertising revenue.

The Company has also divested and may in the future divest certain assets or businesses that no longer fit with its strategic direction or growth targets or for other business reasons such as its recent divestiture of Foxtel.reasons. Divestitures require the Company to expend costs and management and operational resources, and the Company may not be able to find buyers on favorable terms or complete any particular transaction. Divestitures involve other significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including disruption to its business, loss of key employees, renegotiation or termination of key business relationships and difficulties in separating the operations of the divested business. The Company may have continued financial exposure to divested businesses through continuing equity ownership, retention of certain liabilities related to the divested business, indemnities, guarantees or other post-closing obligations, transition services and deferred payments.

Printing and distribution costs, including the cost of paper, are a significant expense for the Company’s book and newspaper publishing units,businesses. and theThe price of paper has historically been volatile.volatile, and the closure of several newsprint suppliers during fiscal 2026 resulted in an increase in the market price for newsprint. The Company also relies on third-party suppliers for deliveries of paper and on third-party printing and distribution partners to print and distribute its books and newspapers. Factors such as inflationary pressures, labor shortages, higher transportation costs and delays and other supply chain issues, financial pressures, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers and partners), labor unrest, changes in laws and regulations, such as the E.U.’s Deforestation Regulation, labor shortages or unrest, natural disasters, extreme weather (which may occur with increasing frequency and intensity),weather, pandemics and other widespread health crises, tariffs or other changes in trade policy or other circumstances affecting the Company’s paper and other third-party suppliers and print and distribution partners have increased, or could in the future increase, the Company’s printing and distribution costs and lead to disruptions, reduced operations or consolidations within the Company’s printing and distribution supply chains and/or of third-party print sites and/or distribution routes. The Company may not be able to secure alternative providers quickly and cost-effectively, which could disrupt printing and distribution operations or increase the cost of printing and distributing the Company’s books and newspapers. Significant increases in these costs, undersupply or significant disruptions in the supply chain or the Company’s printing and distribution channels have had, and could in the future have, an adverse effect on the Company’s business, results of operations and financial condition.

The Company’s International Operations Expose it to Additional Risks That Could Adversely Affect its Business, OperatingResults Resultsof Operations and Financial Condition.

A substantial portion of the Company’s revenues are derived outside the U.S., and the Company may continue to expand its international operations. There are risks inherent in doing business internationally and other risks may be heightened, including (1) issues related to staffing and managing international operations, including maintaining the health and safety of its personnel around the world; (2) economic uncertainties and volatility in local markets, including as a result of trade policies, inflationary pressures or a general economic slowdown or recession, and political or social instability; (3) the impact of events in relevant jurisdictions such as geopolitical tensions and conflicts, war, natural disasters, extreme weather (which may occur with increasing frequency and intensity),weather, pandemics and other widespread health crises and acts of terrorism or war; (4) compliance with foreign laws, regulations and policies and potential adverse changes thereto, including with respect to tax regimes, ownership restrictions, restrictions on repatriation of funds and currency exchange, data privacy, intellectual property, competition, AI, consumer protection and labor and employment, as well as U.S. laws affecting the conduct of business in foreign countries; (5) compliance with the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws and regulations, trade restrictions and economic sanctions; and (6) regulatory or governmental action against the Company’s products, services and personnel such as censorship or other restrictions on access, barring, detention or expulsion of journalists or other employees and other retaliatory actions, which may increase due to geopolitical tensions and conflicts. Events or developments related to these and other risks associated with the Company’s international operations could result in reputational harm and have an adverse impact on the Company’s business, results of operations, financial condition and prospects. Challenges associated with operating globally may increase as the Company expands into geographic areas that it believes represent the highest growth opportunities.

The Company’s businesses depend upon the continued efforts, abilities and expertise of its highly qualified people who possess substantial business, technical and operational knowledge. The market for highly skilled people is competitive, and the Company’s ability to attract, retain and motivate these employees depends on a number of factors such as market conditions, labor constraints, competitive pressures on employee wages and benefits, changes in workplace and workforce dynamics and hiring suitable additions or replacements without significant costs or delays. These risks have been, and may in the future be, exacerbated by actions the Company takes from time to time in order to optimize its businesses. Furthermore, as the Company continues to automate processes and integrate AI capabilities into its workflows, it must continuously equip and empower its workforce to adapt to these changing operational environments. The loss of key employees, the failure to attract, retain and motivate other highly qualified peoplepeople, a failure to effectively upskill talent and manage this organizational change or higher costs associated with these efforts has the potential tomay harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations.

The Company accepts a variety of different payment methods, including credit and debit cards, prepaid cards, ACH payments and online wallets, as payment for the Company’s products and services and to facilitate payments between third-party users of its platforms such as renters and landlords. The Company relies on internal systems and third-party vendors to process payment. Acceptance and processing of these payment methods are subject to certain certifications, rules, regulations andregulations, industry standards and laws and require payment of interchange and other fees. To the extent there are increasesIncreases in payment processing fees, material changes in the payment ecosystem, delays in receiving payments from payment processors, errors in charges, failures to comply with, or changes to, certifications, rules, regulations orregulations, industry standards or laws concerning payment processing, loss of payment processing partners and/or disruptions or failures in payment processing systems or payment products,products could negatively impact the Company’s ability to accept payments or retain customerscustomers, couldresult bein negativelyfines, affected,increased itcosts, may be subject to finesmonitoring and increasedreputational costsharm and it could suffer reputational harm, all of which may adversely impact its results of operations. The Company and its payment processing partners also experience fraudulent use of payment methods,methods and may experience unauthorized access to payment systems, and these efforts are becoming increasingly sophisticated.sophisticated, including from the use of AI tools. If the Company is unable to maintain its fraud and chargeback rates at acceptable levels, card networks may impose fines and additional card authentication requirements or terminate the Company’s ability to process payments. Measures the Company implements to reduce fraud may not be effective and may add friction to the subscription or payment process. The loss of the Company’s ability to process payments via any major payment method would adversely affect its business and results of operations.

In some of the Company’s businesses, it engages the services of employees who are subject to collective bargaining agreements. The Company has experienced, and may in the future experience, labor unrest, including strikes or work slowdowns, in connection with the negotiation of collective bargaining agreements. A significant labor dispute could cause delays in production or other business interruptions and mayinterruptions, result in higher costs or other unfavorable terms in connection with new collective bargaining agreements, which could reduce profit marginsagreements and have an adverse effect on the Company’s businessbusiness, results of operations and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.

Unauthorized Use of the Company’s Content and Other Intellectual Property May Decrease Revenue and Adversely Affect the Company’s BusinessBusiness, Results of Operations and Profitability.Financial Condition.

The Company’s success depends on its ability to maintain, enforce and monetize the rights in its content and other intellectual property, and unauthorized use of its brands, digital journalism and other content, booksbooks, proprietary data and other intellectual property affects their value. Developments in technology, including advancements in AI, the wide availability of higher internet bandwidth and increased computing power, facilitate unauthorized use of the Company’s intellectual property by making it easier to create, access, copy, distribute and exploit unlicensed material on a wide-scale, systematic basis. For example, recent advances and continued rapid developmentdevelopments in AI have led to unauthorized scraping, crawling and other exploitation of the Company’s content and other intellectual property, both in the training and grounding of models as well as output producedretrieved or displayed by generative AI tools. While the Company seeks to limit the threat of unauthorized use through various means, such activities are difficult to monitor and prevent and these efforts are costlycostly, may in some cases result in the Company’s content being excluded from third-party platforms and are not always successful, particularly as threats emerge and evolve rapidly and infringement efforts become increasingly sophisticated. The proliferation of unauthorized use of the Company’s contentintellectual property undermines lawful distribution channels and reduces the revenue that the Company could receive from the legitimate sale, licensing and distribution of its content.content and other intellectual property. Protection of the Company’s intellectual property rights is dependent on the scope and duration of its rights as defined byunder applicable laws in the U.S. and abroad and the applicability of any legal defenses and/or exceptions to those laws. If those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights or make applicable any legal defenses and/or exceptions, including in relation to unauthorized use of the Company’s content by generative AI developers, or if existing laws are changed or not effectively enforced, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase. Some recent lower court decisions have found that unlicensed use of copyrighted materials for the training of AI models could, under the specific facts and circumstances presented, constitute “fair use” and therefore not a copyright violation. The application of existing laws and regulations to new technologies, including generative AI, continues to be unsettled and is changing rapidly, and laws and regulations may differ from jurisdiction to jurisdiction. Legal developments in these areas and the failure of legal and technological protections to evolve appropriately in response to technological advancements could make it more difficult for the Company to adequately protect and monetize its intellectual property, negatively impact its value and further increase the Company’s enforcement costs.

Failure by the Company to Protect Certainits Intellectual Property and Brands, or Infringement Claims by Third Parties, Could Adversely Impact the Company’s Business, Results of OperationOperations and Financial Condition.

The Company’s businesses rely on a combination of trademarks, trade names, copyrights, patents, domain names, trade secrets and other proprietary rights, database protection laws, as well as licenses, confidentiality agreements and other contractual arrangements, to establish, obtain and protect the intellectual property and brand names used in their businesses. The Company believes its proprietary trademarks, trade names, copyrights, patents, domain names, trade secrets and other intellectual property rights are important to its continued success and its competitive position. However, the Company cannot ensure that these intellectual property rights or those of its licensors (including the NAR License) and suppliers will be enforced or upheld if challenged or that these rights will protect the Company against infringement claims by third parties, and effective intellectual property protection may not be available in every country or region in whicheverywhere the Company operates or where its products and services are available. The Company is engaged in litigation to enforce its intellectual property rights and may in the future be required to file additional lawsuits. These and other efforts to protect and enforce the Company’s intellectual property rights are costly, and any failure by the Company or its licensors and suppliers to effectively protect and enforce its or their intellectual property or brands, or any infringement claims by third parties, could adversely impact the Company’s business, results of operations or financial condition. Claims of intellectual property infringement could require the Company to enter into royalty or licensing agreements on unfavorable terms (if such agreements are available at all), require the Company to spend substantial sums to defend against or settle such claims or to satisfy any judgment rendered against it, or cease any further use of the applicable intellectual property, which could in turn require the Company to change its business practices or offerings and limit its ability to compete effectively. Even if the Company believes any such challenges or claims are without merit, they can be time-consuming and costly to defend and divert management’s attention and resources away from its business. In addition, the Company may be contractually required to indemnify other parties against liabilities arising out of any third-party infringement claims.

Network and information systems and other technologies used by the Company or used or supplied by third-party providers or partners, including those related to content delivery, network management and cloud-based services (collectively, the “Systems”), are critical to the Company’s business activities and containprocess, store or transmit its proprietary, confidential and sensitive business information, including personal data of its customers and personnel. Events affecting the Systems such as computer compromises, cyber threats and attacks, computer viruses or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals (including employees) or state-sponsored or other groups, or any combination of the foregoing, as well as power, telecommunications and internet outages, equipment failure, fire, natural disasters, extreme weather (which may occur with increasing frequency and intensity),weather, terrorist activities, war, human or technological error or malfeasance that may affect such systems,Systems, could cause a failure, compromise, breach or interruption of these Systems, adversely impact the confidentiality, integrity or availability of the Systems or information or data maintainedprocessed, instored or transmitted by the Systems, disrupt the Company’s services and business, or otherwise negatively impact its business, results of operations and reputation. Unauthorized parties may also fraudulently induce the Company’s employees or other agents to disclose sensitive or confidential information in order to gain access to the Systems or the Company’s or third parties’ facilities or data. In addition, any “bugs,” errors or other defects in, or the improper implementation of, hardware or software applications the Company develops or procures from third parties could unexpectedly disrupt the Company’s network and information systems or other technologies or compromise information security. System resilience and/or redundancy, and the Company’s disaster recovery and business continuity planning, may not be sufficient to address all potential cyber events or other disruptions.events.

The risks associated with cyberattacks are increasing, particularly as AI use continues to grow and the Company’s digital businesses expand. The number of cyberattacks continues to rise, and such attacks are becoming increasingly more sophisticated, targeted and difficult to detect, mitigatemitigate, prevent and prevent,remedy, particularly with the emergence and maturationevolution of AI capabilities, whichincluding hasthose ledthat tofacilitate newthe discovery and more effective methodsexploitation of cyberattacks.vulnerabilities. A number of factors further heighten cybersecurity risks, such as (1) the high profile nature of the Company’s businesses, (2) geopolitical tensions and conflicts, (3) remote access to Company systemsSystems by employees,employees and contractors, (4) the increasing number of integrations and network connections with third-party providersproviders, customers and customerspartners and (5) access to Systems, products and services by Company personnel, customers and other third parties using personal devices outside of the Company’s network and apps or tools available on such devices, including AI tools. Acquisitions or other transactions could also expose the Company to cybersecurity risks if there are vulnerabilities present in acquired or integrated entities’ systems and technologies. The Company has experienced, and will continue to be subject to, cybersecurity threats. To date, the Company ishas not awaredetermined ofthat any cybersecurity incidentsincident that havehas materially affected or areis reasonably likely to materially affect the Company. However, there is no assurance that cybersecurity threats or incidents will not have a material adverse effect inon the future.Company. Measures that the Company and its third-party providers or partners have developed and implemented to address risks arising from Systems-related events may not always be successful, particularly given that techniques used to access, disable or degrade service, or sabotage Systems have continued to become more sophisticated and change frequently, and some measures may limit the functionality of or otherwise negatively impact the Company’s products, services and systems.Systems. Additionally, itIt is difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods.periods, Eventsand affectingfailure by the SystemsCompany’s third-party providers, customers and partners to notify it of security breaches or other issues relating to their systems or data in a timely manner and with sufficient detail could requireexacerbate significantthese Company resources to remedy.challenges. The development and maintenance of thesethe Company’s security and resilience measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome securitythese measures become more sophisticated. Events affecting the Systems could require significant Company resources to remedy. While the Company maintains cyber risk insurance, this insurance may not be sufficient to cover, or extend to, all costs or damage relating to any cybersecurity incident, and the Company cannot be certain that its current coverage will continue to be available on economically reasonable terms.

A significant failure, compromise, breach, interruption of or other incident affecting the Systems could adversely impact the confidentiality, integrity or availability of the Systems or information or data maintainedprocessed, instored or transmitted by the Systems and result in a disruption of the Company’s operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, fines, penalties and other payments, response, recovery and remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses. Any such event that results in loss, improper access to or disclosure of information maintainedprocessed, instored or transmitted by the Systems, including financial, personal and credit card data, as well as confidential and proprietary information relating to personnel, customers, vendors and the Company’s business, including its intellectual property, could subject the Company to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy, as well as private individual or class action lawsuits or regulatory enforcement actions. The Company may also be required to make public disclosures or notify certain governmental agencies and/or regulators and affected individuals about any actual or perceived data security breach within strict time periods and at significant cost. In addition, it may take considerable time for the Company to investigate and evaluate the full impact of cybersecurity incidents, particularly for sophisticated attacks. As a result, the Company may not be able to promptly provide full and reliable information about the incident to its regulators, vendors, customers and the public. Media or other reports of actual or perceived security vulnerabilities in any Systems could also adversely impact the Company’s brand and reputation and materially affect its business, results of operations and financial condition.

Failure to Comply with Complex and Evolving Laws and Regulations, Industry Standards and Contractual Obligations Regarding Privacy, Data Use and Data Protection Could Have an Adverse Effect on the Company’s Business, Financial Condition and Results of Operations.Operations and Financial Condition.

In the course of its business, the Company collects, stores, usesuses, processes and transmits personal data from consumers, customers, employees and other sources. Certain of the Company’s information services businesses also use content that includes personal data from public and government records, other publicly available information and media. As a result, the Company and its activities are subject to various and increasing U.S. federal, state and local and international laws and regulations in the U.S. and internationally governing the collection, use, sharing and transfer, storage and retention of personal data, as well as multiple emerging laws and regulations pertaining to data security, which have implications for a number of its business practices. Examples include the E.U.’s GDPR and the UK GDPR, each of which expands the regulation ofregulates personal data processing throughout the E.U. and the U.K., respectively, and significantlyprovides increases maximumsignificant penalties for non-compliance, as well as U.S. federal data privacy laws, and a significant and growing number of U.S. federalstate and state data privacylocal laws. Recently enacted stateState data privacy laws, in particular, establish certain transparency rules, put greater restrictions on the collection, use and disclosure of personal information of their respective state residents and provide such residents with certain rights regarding their personal information. See “Governmental Regulation—Data Privacy and Security Regulation” for more information. These laws and regulations are increasingly complex and continue to evolve, and substantial uncertainty surrounds their scope and application. Moreover, data privacy and security laws mayoften conflict from jurisdiction to jurisdiction. Complying with these laws and regulations is costly and resource-intensive and, from time to time, requires the Company to change its business practices or limit or restrict aspects of its business in a manner adverse to its operations, including by restricting the collectioncollection, use and/or disclosure of information thatfor enablestargeted itadvertising, touse targetin certain products and measureservices theor effectivenessfor ofpricing advertising.and other purposes. The Company’s failure to comply, even if inadvertent or in good faith, or as a result of a compromise, breach or interruption of the Company’s systems by a third party, could result in exposure to enforcement by U.S. federal, state or local or foreign governments or private parties,parties and the payment of significant penalties, notification and remediation costs, loss of customers, as well as significant negative publicity and reputational damage, especially as regulators are increasingly focused on consumer privacy,privacy and enforcement efforts, particularly in connection with services directed to children, targeted advertising and consent practices. The Company may also be subject to liability under relevant contractual obligations and has expended, and may in the future expend, resources to defend, remedy or address any claims.

As of June 30, 2025,2026, News Corp had $2.0 billion of total outstanding indebtedness, and it and its non-wholly owned subsidiary REA Group (together with News Corp, the “Debtors”) had approximately $1.0$1.1 billion of undrawn commitments, in the aggregate. The indebtedness of the Debtors and the terms of their financing arrangements could: (1) limit their ability to obtain additional financing in the future; (2) make it more difficult for them to satisfy their obligations under the terms of their financing arrangements, including the provisions of any relevant debt instruments, credit agreements, indentures and similar or associated documents (collectively, the “Debt Documents”); (3) limit their ability to refinance their indebtedness on terms acceptable to them or at all; (4) limit their flexibility to plan for and adjust to changing business and market conditions in the industries in which they operate and increase their vulnerability to general adverse economic and industry conditions; (5) require them to dedicate a substantial portion of their cash flow to make interest and principal payments on their debt, thereby limiting the availability of their cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements; (6) subject them to higher levels of indebtedness than their competitors, which may cause a competitive disadvantage and may reduce their flexibility in responding to increased competition; and (7) in the case of the Company’s fixed rate indebtedness, which includes prepayment penalties, diminish the Company’s ability to benefit from any future decrease in interest rates.

The ability of the Debtors to satisfy their debt service obligations (including any repurchase obligations upon a change in control) and to fund other cash needs will depend on the Debtors’ future performance and other factors such as changes in interest rates affecting the Debtors’ variable rate indebtedness. Although the Company has hedged a portion of its interest rate exposure, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties. If the Debtors do not generate enough cash to pay their debt service obligations and fund their other cash requirements, they may be required to restructure or refinance all or part of their existing debt, sell assets, borrow more money or raise additional equity, any or all of which may not be available on reasonable terms or at all. The Company and its subsidiaries may also be able to incur substantial additional indebtedness in the future, which could exacerbate the effects described above and elsewhere in this “Item 1A. Risk Factors.”

In addition, the Debtors’ outstanding Debt Documents contain financial and operating covenants that may limit their operational and financial flexibility. These covenants include compliance with, or maintenance of, certain financial tests and ratios and may, depending on the applicable Debtor and subject to certain exceptions, restrict or prohibit such Debtor and/or its subsidiaries from, among other things, incurring or guaranteeing debt, undertaking certain transactions (including certain investments and acquisitions), disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engagingentering ininto transactionsfinancial arrangements with affiliates,certain subsidiaries, making repayments of certain other loans, undergoing fundamental business changes and/or paying dividends or making other restricted payments and investments. Various risks, uncertainties and events could affect the Debtors’ ability to comply with these restrictions and covenants. In the event any of these covenants are breached and such breach results in a default under any Debt Documents, the lenders or noteholders, as applicable, may accelerate the maturity of the indebtedness under the applicable Debt Documents, which could result in a cross-default under other outstanding Debt Documents and could have a material adverse impact on the Company’s business, results of operations and financial condition.

As a result of changes in the Company’s industry and market conditions, the Company has recognized, and may in the future recognize, impairment charges for write-downs of goodwill, intangible assets, investments and other long-lived assets, as well as restructuring charges relating to the reorganization of its businesses, which negatively impact the Company’s results of operations and, in the case of cash restructuring charges, its financial condition. See Notes 5, 6, 7 and 8 in the accompanying Consolidated Financial Statements for more information. For instance, any significant shortfall, now or in the future, in subscribers, advertising revenue and/or consumer acceptance of its products could lead to a downward revision in the fair value of certain reporting units. Any downward revisions in the fair value of a reporting unit, indefinite-lived intangible assets, investments or other long-lived assets could result in impairments for which non-cash charges would be required, and any such charge could be material to the Company’s reported results of operations. The Company may also incur restructuring charges to realign its resources in response to significant shortfalls in revenue or other adverse trends. Any impairments and restructuring charges may also negatively impact the Company’s taxes, including its ability to realize its deferred tax assets and deduct certain interest costs.

As a U.S.-based multinational business, the Company is subject to taxation in U.S. and numerous non-U.S. jurisdictions, including Australia and the U.K. The Company’s effective tax rate is impacted by the tax laws, treaties, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax lawslaws, treaties and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets. Changes to enacted tax laws could have an adverse impact on the Company’s future tax rate and increase its tax provision. The Company may be required to record additional valuation allowances if, among other things, changes in tax laws or adverse economic conditions negatively impact the Company’s ability to realize its deferred tax assets. Evaluating and estimating the Company’s tax provision, current and deferred tax assets and liabilities and other tax accruals requires significant management judgment, and there are often transactions for which the ultimate tax determination is uncertain.

Various aspects of theThe Company’s activities are subject to regulationlaws and regulations in numerous jurisdictions around the world, including with respect to antitrust, tax, data privacy and security, intellectual property, employment, defamation or libel, consumer protection and other matters. In addition to the broad legal and regulatory requirements that apply to its business generally, specific areas of the Company’s operations are subject to specialized regulatory regimes. See “—Benchmark Regulation,” “—U.K. Press-Related Regulation” and “—U.K. Radio Broadcasting and On-Demand Services Regulation” under “Governmental Regulation” for more information. The introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and changes in existing laws and regulations in those countries or the interpretation or enforcement thereof, have increased its compliance risk and could have a negative impact on its interests. BenchmarksExpanding providedregulation of digital services and related business practices and scrutiny and enforcement by consumer protection authorities may impose restrictions on the Company’s Dowdigital Jonesconsumer Energyplatforms businessand maydata-driven beinitiatives, subjectincluding with respect to regulatory frameworks in the E.U.pricing and othersubscription jurisdictions. See “Governmental Regulation—Benchmark Regulation” for more information. The Company and its newspaper publishing businesses in the U.K. are subject to regulation and oversight as a result of the implementation of recommendations of the Leveson inquiry into the U.K. press and new legislation restricting foreign investment in U.K. newspapers. Additionally, the Company’s radio stations in the U.K. and Ireland and Talk are subject to governmental regulation by Ofcom. See “Governmental Regulation—U.K. Press-Related Regulation” and “—U.K. Radio Broadcasting and On-Demand Services Regulation,” respectively, for more information.practices. A number of new laws and regulations, reporting requirements and policies relating to ESG matters have been adopted in the U.S. and internationally. Laws and regulations governing new or evolving technologies, including generative AI, are also developing and remain unsettled, and legal and regulatory developments in this area could impact the Company’s business. See “TheDevelopments in AI, Including the Company’s Use of AIAI, mayMay Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.” Laws and regulationsregulations, including those related to ESG matters, may vary between local, state, federal and international jurisdictions and sometimes conflict, and the interpretation and enforcement of those laws and regulations may be inconsistent and unpredictable. For example, there has been an increase in proposed or enacted “anti-ESG” or “anti-DEI” legislation, regulation, policies, enforcement priorities and directives in some jurisdictions that conflict with ESG-related requirements in other jurisdictions. Many of these laws and regulations, particularly those relating to new or evolving technologies,technologies (such as generative AI,AI), pricing algorithms or ESG matters, are complex, technical and changing rapidly. The Company may incur substantial costs or be required to modify its business practices, implement new reporting processes and devote substantial management attention in order to comply with applicable laws and regulations and could incur substantial penalties or other liabilities and reputational damage in the event of any failure to comply, including as a result of conflicting requirements.

The Company cannot predict the prices at which its common stock may trade. The market price of the Company’s common stock may fluctuate significantly, depending upon many factors, some of which may be beyond its control, including: (1) the Company’s quarterly or annual earnings, or those of other companies in its industry; (2) actual or anticipated fluctuations in the Company’s operating results; (3) success or failure of the Company’s business strategy; (4) the Company’s ability to obtain financing as needed; (5) changes in accounting standards, policies, guidance, interpretations or principles; (6) changes in laws and regulations affecting the Company’s business or interpretations thereof; (7) announcements by the Company or its competitors of significant new business developments or the addition or loss of significant customers; (8) announcements by the Company or its competitors of significant acquisitions or dispositions; (9) technological developments and disruptions, including evolving AI capabilities and the announcement of new AI tools and services; (10) changes in earnings estimates by securities analysts or the Company’s ability to meet its earnings guidance, if any; (1011) the operating and stock price performance of other comparable companies; (1112) investor perception of the Company and the industries in which it operates; (1213) results from material litigation or governmental investigations; (1314) sales of additional shares, or the perception of future sales, by the Company or any significant stockholders; (15) changes in capital gains taxes and taxes on dividends affecting stockholders; (1416) overall market fluctuations, general economic conditions, such as inflationary pressures or a general economic slowdown or recession, the imposition of tariffs or other changes in trade policy and other external factors, including pandemics, geopolitical tensions or conflicts, war and terrorism; and (1517) changes in the amounts and frequency of dividends or stock repurchases, if any.

Certain of the Company’s directors and significant stockholders own shares of FOX’s common stock, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, the Company’s Chair, Lachlan K. Murdoch, also serves as Executive Chair and Chief Executive Officer of FOX. This ownership or service to both companies may create, or may creategive the appearance of, conflicts of interest when faced with decisions that could have different implications for the Company and FOX. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between the Company and FOX regarding the terms of the agreements governing the indemnification of certain matters. In addition to any other arrangements that the Company and FOX may agree to implement, the Company and FOX 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.

The Company’s Amended and Restated By-laws acknowledge that the Company’s directors and officers, as well as certain of its stockholders, including K. Rupert Murdoch, certain members of his family and certain family trusts (so long as such persons continue to own, in the aggregate, 10% or more of the voting stock of each of the Company and FOX), each of which is referred to as a covered stockholder, are or may become stockholders, directors, officers, employees or agents of FOX and certain of its affiliates. The Company’s Amended and Restated By-laws further provide that any such overlapping person will not be liable to the Company, or to any of its stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity (other than certain types of restricted business opportunities set forth in the Company’s Amended and Restated By-laws) to FOX instead of the Company. This could result in an overlapping person submitting any corporate opportunities other than restricted business opportunities to FOX instead of the Company.

Certain Provisions of the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws and the Ownership of the Company’s Common Stock by theLGC MurdochHoldco, FamilyLLC Trust(“LGC Holdco”) May Discourage Takeovers, and the Concentration of Ownership Will Affect the Voting Results of Matters Submitted for Stockholder Approval.

The Company’s Board of Directors has authorized twoa $1 billion stock repurchase programsprogram for the Company’s Class A and Class B Common Stock, which havehas increased and could in the future further increase the percentage of Class B Common Stock held by theLGC MFT.Holdco. The Company has entered into a stockholders agreement with LGC Holdco and the MFTLGC Family Trusts pursuant to which the Company and the MFTparties have agreed not to take actions that would result in theLGC MFTHoldco and Murdochthe familyLGC membersFamily Trusts owning, collectively owningwith K. Rupert Murdoch, Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch (the “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of Class B Common Stock or(the would“Ownership increaseThreshold”). LGC Holdco and the MFT’sLGC votingFamily power by more than 1.75% in any rolling 12-month period. The MFTTrusts would forfeit votes to the extent necessary to ensure that the MFTthey and the Murdoch familyIndividuals collectively do not exceed 44% of the outstandingOwnership voting power of the shares of Class B Common Stock,Threshold, except where a Murdoch family memberIndividual votes theirhis or her own shares differently from the MFTothers on any matter.

This discussion and analysis contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” “believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including the sale of Foxtel and other potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Item 1A of this Annual Report on Form 10-K (the “Annual Report”). The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review this document and the other documents filed by the Company with the Securities and Exchange Commission (the “SEC”). This section should be read together with the Consolidated Financial Statements of News Corporation and related notes set forth elsewhere in this Annual Report.

The following discussion and analysis omits discussion of fiscal 2023.2024. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Exhibit 99.1 ofin the Company’s 8-KAnnual filedReport on MayForm 13,10-K for the fiscal year ended June 30, 2025 for a discussion of fiscal 2023.2024.

News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “wewe,” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: information services and news, digital real estate services and book publishing.

•Results of Operations—This section provides an analysis of the Company’s results of operations for the fiscal years ended June 30, 20252026 and 2024.2025. This analysis is presented on both a consolidated basis and a segment basis. Supplemental revenue information is also included for reporting units within certain segments and is presented on a gross basis, before eliminations in consolidation. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed. The Company maintains a 52-53 week fiscal year ending on the Sunday closest to June 30 in each year. Fiscal 20252026 and 20242025 each included 52 weeks.

•Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of newsnews, data and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including websites, mobile apps, newspapers, newswires, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumernews products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data and other solutions to help customers identify and manage regulatory, corporate, geopolitical, security and reputational risk with tools focused on financial crime, sanctions, trade and other risks and compliance requirements, Dow Jones Energy, a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.

•Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4%62.0% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience andexperience, a mortgage broking offering.offering and property-related data services to the financial sector.

Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its RealPRO SelectSM (formerly Market VIPSM),SelectSM, ConnectionsSM Plus and Listing Toolkit products as well as its referral-based services, ReadyConnect ConciergeSM andincluding RealChoiceTM Selling. Move also offers Realtor.com®+TM, its collaborative home search platform that helps real estate professionals and consumers connect, as well as online tools and services to do-it-yourself landlords and tenants.

•News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes News Broadcasting (formerly Wireless Group,Group), operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K.,and Australian News Channel, which operates the News24 network (formerly Sky News Australia network,), Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.service.

The Dow Jones segment’s products target individual consumers and enterprise customers. Revenue from the Dow Jones segment’s consumernews businessproducts is derived primarily from circulation, which includes subscriptionindividual consumer and enterprise customer subscriptions and single-copy sales of its digital and print consumernews products, the sale of digital and print advertising, licensing fees for its print and digital consumer content and participation fees for its live journalism events. Circulation revenues are dependent on the content of the Dow Jones segment’s consumernews products, prices of its and/or competitors’ products, the usefulness and popularity of its digital products, as well as promotional activities and news cycles. Advertising revenue is dependent on a number of factors, including demand for the Dow Jones segment’s consumernews products, general economic and business conditions, demographics of the customer base, advertising rates and effectiveness and brand strength and reputation. Advertising revenues are also subject to seasonality, with revenues typically highest in the Company’s second fiscal quarter due to the end-of-year holiday season. In addition, the consumer print businessproduct facessales face challenges from alternative media formats and shifting consumer preferences, which have adversely affected, and are expected to continue to adversely affect, both print circulation and advertising revenues. Advertising, in particular, has been impacted by the shift in spending from print to digital, which has increased advertising choices and formats, resulting in audience fragmentation and increased competition. Technologies, standards, regulations, policies and practices have also been and will continue to be developed and implemented that make it more difficult to target and measure the effectiveness of digital advertising, which may impact rates or revenues. As a multi-platform news provider, the Dow Jones segment seeks to maximize revenues from a variety of media formats and platforms, including leveraging its content through licensing arrangements with third-party platforms, developing new advertising models and growing its live journalism events business, and continues to invest in its digital and other products, which represent ana increasinglysubstantial larger sharemajority of the revenues atfor its consumernews business.products. MobileTechnological devices and apps and other technologiesdevelopments provide continued opportunities for the Dow Jones segment to make its content available to a new audience of readers, cultivate new revenue streams, introduce new or different pricing schemes and develop its products to continue to attract advertisers and/or affect the relationship between content providers and consumers.their consumers and customers. Unauthorized use, including in the digital environment and as a result of recent advancesdevelopments in artificial intelligence (“AI”), particularly generative AI, presents a threat to revenues from products and services based on intellectual property. Additionally, the application of existing lawslegal and regulationsregulatory to new technologies, including generative AI,landscape continues to bechange unsettledrapidly and ismay changingimpact rapidly,the Dow Jones segment’s ability to protect its intellectual property, execute its data-driven initiatives and lawsengage in certain pricing and regulationsother maybusiness differ from jurisdiction to jurisdiction.practices.

The Dow Jones segment’s consumernews products compete for consumers,consumers and customers, audience and advertising with other local and national newspapers,news and editorial content providers, web and app-based media, news aggregators, customized news feeds, search engines, AI platforms, products and services, blogs, magazines, investment tools, social media sources, podcasts and event producers, as well as other media such as television, radio stations and outdoor displays. As a result of rapidly changing and evolving technologies (including continued developments in AI,AI particularlyand generativeAI-enabled AItools), distribution platforms and business models, and corresponding changes in consumer behavior, the consumernews businessproducts continuescontinue to face increasing competition for both circulation and advertising revenue, including from a variety of alternative news and information sources, programmatic advertising buying channels and AI aggregatorsplatforms, products and services and other emerging technology platforms.

Operating expenses for the consumernews products business include costs related to editorial, paper, production, distribution, third-party printing, editorialprinting and commissions. Selling, general and administrative expenses include promotional expenses, salaries, employee benefits, rent and other routine overhead. The costs associated with printing and distributing newspapers, including paper prices and delivery costs, are key operating expenses whose fluctuations can have a material effect on the results of the Dow Jones segment’s consumernews products business. The consumerThis business is affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics and tariffs or other trade restrictions. In addition, the Dow Jones segment relies on third parties for much of the printing and distribution of its print products. The shift from print to digital and changing labor markets present challenges to the financial and operational stability of these third parties which could, in turn, impact the availability, or increase the cost, of third-party printing and distribution services for the Company’s newspapers.

The Dow Jones segment’s professional information products compete with various information service providers, compliance data providers, global financial newswires and energy and commodities pricing and data providers, including Reuters News, RELX (including LexisNexis and ICIS), Refinitiv,LSEG Risk Intelligence, S&P Global, DTN and Argus Media, as well as many other providers of news, information and compliance data. The professional information business also faces increasing competition from a variety of AI-powered platformsplatforms, products and services.

The Digital Real Estate Services segment generates revenue through property and property-related advertising and services, including: the sale of real estate listing and lead generation products and referral-based services to agents, brokers, developers, homebuilders and landlords; real estate-related and property rental-related services; and display advertising on residential real estate and commercial property sites; and residential property data services to the financial sector.sites. The Digital Real Estate Services segment also generates revenue through commissions from referrals generated through its digital property search and financing offering and mortgage broking services.services, as well as the sale of residential property data services to the financial sector. Significant expenses associated with these sites and services include development costs, advertising and promotional expenses, hosting and support services, salaries, broker commissions, employee benefits and other routine overhead expenses. The Digital Real Estate Services segment’s results are highly sensitive to conditions in the real estate market, as well as macroeconomic factors such as interest rates and inflation, which are expected tocould continue to adversely impact realthe estate lead and transaction volumes and adjacent businessesmarket in the near term, particularly in the U.S.

Consumers overwhelmingly turn to the internet and mobile devices for real estate information and services. The Digital Real Estate Services segment’s success depends on its continued innovationinnovation, including the effective incorporation of AI, to provide products and services that are useful for consumers and real estate, mortgage and financial services professionals, homebuilders and landlords and attractive to its advertisers. The Digital Real Estate Services segment operates in a highly competitive digital environment with other operators of real estate and property websites and mobile apps.apps, and also faces competition from emerging AI-powered platforms, tools and services.

The Book Publishing segment derives revenues from the sale and licensing of general fiction, nonfiction, children’s and religious books in the U.S. and internationally.internationally, as well as from third-party distribution services. The revenues and operating results of the Book Publishing segment are significantly affected by the timing of releases and the number of its books in the marketplace. The book publishing marketplace is subject to increased periods of demand during the end-of-year holiday season in its main operating geographies. This marketplace is highly competitive and continues to change due to technological developments, including additional digital platforms and distribution channels such as streaming audiobooks, and other factors. Each book is a separate and distinct product and its financial success depends upon many factors, including public acceptance.

Operating expenses include costs related to editorial, paper, production, distribution, editorial, commissions, technology and radio sports rights. Selling, general and administrative expenses include promotional expenses, salaries, employee benefits, rent and other routine overhead. The cost of paper is a key operating expense whose fluctuations can have a material effect on the results of the segment. The News Media segment’s expenses are affected by the cyclical changes in the price of paper and other factors that may affect paper prices, including, among other things, inflation, supply chain disruptions, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers) and tariffs or other trade restrictions.

The News Media segment’s products compete for readership, audience and advertising with local and national competitors and also compete with other media alternatives in their respective markets. Competition for circulation and subscriptions is based on the content of the products provided, pricing and, from time to time, various promotions. The success of these products also depends upon advertisers’ judgments as to the most effective use of their advertising budgets. Competition for advertising is based upon product reach and engagement, advertising rates, advertiser results, availability of alternative media and quality of consumer demographics. Large digital platforms command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the News Media segment’s digital properties, which drives advertiser spending. VisibilityChanges on these platforms dependsoccur on algorithms thatfrequently, are outside the Company’s control and changecan frequently,adversely affect traffic and recentengagement changes have adversely affected traffic to some of the digital properties infor the News Media segment,segment’s particularlydigital in the U.K.properties. As a result of rapidly changing and evolving technologies (including continued developments in AI,AI particularlyand generativeAI-enabled AItools), distribution platforms and business models, and corresponding changes in consumer behavior, the News Media segment continues to face increasing competition for both circulation and advertising revenue. Advertising, in particular, has been impacted by the shift in spending from print to digital, which has increased advertising choices and formats, resulting in audience fragmentation and increased competition. Technologies, standards, regulations, policies and practices have been and will continue to be developed and implemented that make it more difficult to target and measure the effectiveness of digital advertising, which may impact rates or revenues.

As multi-platform news providers, the businesses within the News Media segment seek to maximize revenues from a variety of media formats and platforms, including leveraging their content through licensing arrangements with third-party platforms and developing new advertising models, and continue to invest in their digital products. MobileTechnological devices and apps and other technologiesdevelopments provide continued opportunities for the businesses within the News Media segment to make their content available to a new audience of readers, cultivate new revenue streams, introduce new or different pricing schemes and develop their products to continue to attract advertisers and/or affect the relationship between content providers and consumers. Unauthorized use, including in the digital environment and as a result of recent advancesdevelopments in AI, particularly generative AI, presents a threat to revenues from products and services based on intellectual property. Additionally, the application of existing laws and regulations to new and evolving technologies, including generative AI, continues to be unsettled and is changing rapidly, and laws and regulations mayoften differ from jurisdiction to jurisdiction.

Revenues—Revenues increased $200$576 million, or 2%,7%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. The increase was due to higher revenues at the Digital Real Estate Services segment driven by higher Australian residential revenues at REA Group,Group and Move, at the Dow Jones segment driven by higher circulation and subscription revenuesand andadvertising revenues, at the Book Publishing segment driven by higher digitalphysical book sales and improved returns in the U.S.,impact partiallyof offsetrecent byacquisitions lower revenuesand at the News Media segment drivendue byto the transferpositive impact of third-partyforeign printingcurrency revenuefluctuations contractspartially tooffset News UK’s joint venture with DMG Media in fiscal 2024,by lower advertising revenues and lower circulation and subscription revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $8$189 millionmillion, or 2%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025.

Operating expenses—Operating expenses decreasedincreased $78$156 million, or 2%,4%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. The decreaseincrease in operating expenses for the fiscal year ended June 30, 20252026 was primarily due to lowerhigher expensescosts at the Book Publishing segment driven by higher costs related to higher sales volume, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations and higher employee costs and at the News Media segment driven by cost savings from the combinationnegative impact of Newsforeign UK’scurrency printing operations with those of DMG Media and other cost savings initiatives. The decrease wasfluctuations partially offset by increasedlower expenses at the Dow Jones segment driven by higher employeeTalk costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $9$59 millionmillion, or 1%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025.

Selling, general and administrative—Selling, general and administrative increased $104$208 million, or 3%,6%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. The increase in Selling, general and administrative for the fiscal year ended June 30, 20252026 was primarily due to higher expensescosts at the Dow Jones segment driven by higher employee and marketing costs, at the Digital Real Estate Services segment driven by higher employee costscosts, atbroker REAcommissions Group,and marketing costs, partially offset by the absence of $12 million of costs related to REA Group’sthe withdrawn offer to acquire Rightmove in the prior year and higher costs from REA India, at the Book Publishing segment primarily due to higher employee costs and a $13 million write-off of a customer receivable related to the closure of a book distributor. The increase in expense was also due to higher costs from recent acquisitions and at the DowNews JonesMedia segment driven by higherthe marketingnegative impact of foreign currency fluctuations, costs related to the recently launched California Post and technologyhigher costs at News Broadcasting, partly due to the FIFA World Cup. The increase was partially offset by lower costs at the Other segment driven by lower employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $87 million, or 2%, for the fiscal year ended June 30, 2026 as compared to fiscal 2025.

Depreciation and amortization—Depreciation and amortization expense increased $19$26 million, or 4%,6%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. The increase was driven by higher depreciation of capitalized software costs, primarily at the Digital Real Estate Services and NewsDow MediaJones segments.segments, and the $8 million, or 2%, negative impact from foreign currency fluctuations.

Impairment and restructuring charges—During the fiscal years ended June 30, 20252026 and 2024,2025, the Company recorded impairment and restructuring charges of $120$113 million and $89$132 million, including restructuring charges of $86 million and $120 million, respectively. See Note 5—Restructuring Programs in the accompanying Consolidated Financial Statements.

Equity losses of affiliates—Equity losses of affiliates worsenedimproved by $9$7 million, or 150%,47%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. See Note 6—Investments in the accompanying Consolidated Financial Statements.

Interest income (expense),income, net—Interest income (expense),income, net for the fiscal year ended June 30, 20252026 improved by $21$26 million as compared to fiscal 2024,2025, primarily driven by lower borrowings at REA Group and higher interest income on cash balances. See Note 9—Borrowings and Note 11—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net—For the fiscal years ended June 30, 2026 and 2025, the Company recorded Other, net of $(4) million and $111 million, respectively. For the fiscal year ended June 30, 2025, the Company recorded Other, net of $111 million, which was mainly comprised of REA Group’sthe gain recognized on the sale of itsREA Group’s interest in PropertyGuru. For the fiscal year ended June 30, 2024, the Company recorded Other, net of $(59) million. See Note 21—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense from continuing operations—For the fiscal year ended June 30, 2025,2026, the Company recorded income tax expense of $275$303 million on pre-tax income from continuing operations of $923$1,046 million, resulting in an effective tax rate of 30%,29%, which was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and valuation allowances recorded against tax benefits in certain businessesbusinesses, offset by lower taxes on the dispositionrelease of REAprior Group’sprovisions interestfor inforeign PropertyGuru.and U.S. state uncertain tax benefits.

For the fiscal year ended June 30, 2024,2025, the Company recorded income tax expense of $206$275 million on pre-tax income from continuing operations of $585$923 million, resulting in an effective tax rate of 35%,30%, which was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates, asset impairments and investment write-downs with lower tax benefitsrates and valuation allowances recorded against tax benefits in certain businesses.businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru. See Note 19—Income Taxes in the accompanying Consolidated Financial Statements.

Net income from continuing operations—Net income from continuing operations for the fiscal year ended June 30, 2025 was $648 million as compared to $379$743 million for the fiscal year ended June 30, 2024,2026 as compared to $648 million for the fiscal year ended June 30, 2025, an increase of $269$95 million, or 71%, as compared to fiscal 2024,15%, driven by the factors discussed above.

Net income (loss) from discontinued operations, net of tax—Net income (loss) from discontinued operations, net of tax for the fiscal year ended June 30, 20252026 was $692 millionnil compared to $(25)$692 million for the fiscal year ended June 30, 2024.2025. The amounts recognized in both fiscal years2025 relateamount relates to the reclassification of Foxtel to discontinued operations. See Note 3—Discontinued Operations in the accompanying Consolidated Financial Statements.

Net income—Net income was $743 million for the fiscal year ended June 30, 2026, as compared to $1,340 million for the fiscal year ended June 30, 2025, asa compared to $354 million for the fiscal year ended June 30, 2024, an increasedecrease of $986$597 million, or 279%,45%, primarily driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations—Net income attributable to noncontrolling interests from continuing operations was $170 million for the fiscal year ended June 30, 2026, as compared to $168 million for the fiscal year ended June 30, 2025, as compared to $110 million for the fiscal year ended June 30, 2024, an increase of $58$2 million, or 53%, primarily due to the gain recognized on the sale of the PropertyGuru investment and higher earnings at REA Group.1%.

Dow Jones (28% and 27% of the Company’s consolidated revenues infor both fiscal 20252026 and 2024, respectively2025)

For the fiscal year ended June 30, 2025,2026, revenues at the Dow Jones segment increased $100$166 million, or 4%,7%, as compared to fiscal 2024,2025, primarily due to higher circulation and subscription and advertising revenues. Digital revenues represented 82%84% of total revenues at the Dow Jones segment for the fiscal year ended June 30, 2025,2026, as compared to 80%82% infor fiscal 2024.2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $4$17 millionmillion, or 1%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025.

Circulation and subscription revenues increased $113$136 million, or 6%,7%, duringfor the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025. Professional information business revenues increased $59$85 million, or 7%,9%, primarily due to the $43$55 million and $27$23 million increases in Dow Jones Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partiallynew offsetcustomers byand theproduct $11 million decrease in Other information services revenues driven by the impact of a customer dispute at Factiva.expansion. Circulation and other revenues increased $54$51 million, or 6%,5%, driven by increased digital circulation revenues due to growth in digital-only subscriptions, which benefited from bundled offers, the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, driven by enterprise customers, and higher content licensing revenues, partially offset by print circulation declines. Digital revenues represented 74%76% of circulation revenue for the fiscal year ended June 30, 2025,2026, as compared to 71%74% infor fiscal 2024.2025.

The following table summarizesprovides selected information regarding average daily consumer subscriptions during the three months ended June 30, 20252026 and 20242025 for selectthe publicationsDow andJones for all consumersegment’s subscription products.(a)news products:

(a)Based on internal data for the periods from March 30, 2026 to June 28, 2026 and March 31, 2025 to June 29, 2025 and April 1, 2024 to June 30, 2024,2025, respectively. Excludes off-platform distribution, except for certain custom workflow integrationintegrations products.in connection with enterprise customer subscriptions.

(b)Subscriptions include individual consumer subscriptions,subscriptions asand wellenterprise ascustomer subscriptions. Enterprise customer subscriptions include subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.

(e)Total ConsumerNews Products consists of The Wall Street Journal, Barron’s Group and Investor’s Business Daily.

Advertising revenues decreasedincreased $9$22 million, or 2%,6%, duringfor the fiscal year ended June 30, 20252026 as compared to fiscal 2024, primarily2025 due to lower$24 printmillion of higher digital advertising revenues ofdriven $7by million,the ortechnology 5%.and financial services sectors. Digital advertising revenues represented 65%67% of advertising revenue for the fiscal year ended June 30, 2025,2026, as compared to 64%65% infor fiscal 2024.2025.

For the fiscal year ended June 30, 2025,2026, Segment EBITDA at the Dow Jones segment increased $46$75 million, or 8%,13%, as compared to fiscal 2024,2025, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs,above, partially offset by higher employee, technologyemployee and marketing costs.

Digital Real Estate Services (21%22% and 20%21% of the Company’s consolidated revenues infor fiscal 20252026 and 2024,2025, respectively)

For the fiscal year ended June 30, 2025,2026, revenues at the Digital Real Estate Services segment increased $144$214 million, or 9%,12%, as compared to fiscal 2024.2025. Revenues at REA Group increased $136$156 million, or 12%, to $1,250$1,406 million for the fiscal year ended June 30, 20252026 from $1,114$1,250 million infor fiscal 2024.2025. The increase was primarily due to higher Australian residential revenues driven by price increases, increased depth penetrationincreases and growth in nationaladd-on listingsproducts, a $63 million, or 5%, positive impact from foreign currency fluctuations and higher financial services revenues from REAhigher India,settlements, partially offset by lower revenues at REA India driven by recent divestitures and the $14 million, or 1%, negative impactdiscontinuation of foreigncertain currency fluctuations.businesses. Revenues at Move increased $8$58 million, or 1%,11%, to $552$610 million for the fiscal year ended June 30, 20252026 from $544$552 million infor fiscal 2024,2025, driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, higher sales of RealPRO SelectSM (formerly Market VIPSM),SelectSM, as Move shifts its focus to more premium offerings, and higherrevenue advertisinggrowth revenues.in Theseller, increasesnew werehomes largelyand offsetrentals. byLead volumes increased 5% compared to the continuedcorresponding negative impactperiod of thefiscal macroeconomic environment on the U.S. housing market, including higher interest rates, which resulted in a 9% decline in lead volumes and lower transaction volumes.2025.

For the fiscal year ended June 30, 2025,2026, Segment EBITDA at the Digital Real Estate Services segment increased $93$140 million, or 18%,23%, as compared to fiscal 2024,2025, primarily due to the higher revenues discussed above,above partiallyand offsetthe byabsence higher employee costs at REA Group,of $12 million of costs related to the withdrawn offer to acquire Rightmove in the firstprior quarteryear, ofpartially fiscaloffset 2025,by higher employee costs primarily at Move, higher broker commissions at REA Group from REAhigher Indiasettlements and thehigher $6marketing million, or 1%, negative impact of foreign currency fluctuations.costs.

Book Publishing (25% of the Company’s consolidated revenues infor both fiscal 20252026 and 20242025)

For the fiscal year ended June 30, 2025,2026, revenues at the Book Publishing segment increased $56$139 million, or 3%,6%, as compared to fiscal 2024,2025, which includes a $31 million impact from recent acquisitions. The increase was primarily due to higher digitalphysical book sales,sales improveddriven returnsby Rachel Reid’s Game Changers series, which includes Heated Rivalry, and strength in theChristian U.S. and the $14 million impact from the acquisition of a German book publisher.Publishing. Digital sales increased by 5%4% as compared to fiscal 20242025 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book and audiobook sales. Digital sales represented approximately 24%23% of consumer revenues in fiscal 2025 as compared to 23% in fiscal 2024. Backlist sales represented approximately 64% of consumer revenues duringfor the fiscal year ended June 30, 2025,2026 as compared to 61%24% infor fiscal 2024.2025. Backlist sales represented approximately 62% of consumer revenues for the fiscal year ended June 30, 2026, as compared to 64% for fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $4$28 million, or 1%, for the fiscal year ended June 30, 20252026 as compared to fiscal 2024.2025.

•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 basis 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 financial arrangements and outstanding commitments, both firm and contingent, that existed as of DecemberMarch 31, 2025.2026.

Results of Operations—For the three and sixnine months ended DecemberMarch 31, 20252026 versus the three and sixnine months ended DecemberMarch 31, 20242025

The following table sets forth the Company’s operating results for the three and sixnine months ended DecemberMarch 31, 20252026 as compared to the three and sixnine months ended DecemberMarch 31, 20242025:

Revenues—Revenues increased $124$176 million, or 6%,9%, and $172$348 million, or 4%,5%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025.

The revenue increase for the three months ended DecemberMarch 31, 20252026 was primarily due to higher revenues at the Dow Jones segment driven by higher circulation and subscription and advertising revenues, at the Digital Real Estate Services segment driven by higher revenues at REA Group and MoveMove, at the Dow Jones segment driven by higher circulation and subscription revenues, at the Book Publishing segment driven by the $15 million impact from recent acquisitions and higher physical and digital book sales.sales and at the News Media segment due to the positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $26$88 million, or 2%,5%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

The revenue increase for the sixnine months ended DecemberMarch 31, 20252026 was primarily due to higher revenues at the Dow Jones segment driven by higher circulation and subscription and advertising revenues, at the Digital Real Estate Services segment driven by higher revenues at REA Group and MoveMove, at the Dow Jones segment driven by higher circulation and subscription and advertising revenues and at the Book Publishing segment driven by the $22 million impact from recent acquisitions and higher physical book sales.sales and the impact of recent acquisitions. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $30$118 million, or 1%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

Operating expenses—Operating expenses increased $45$48 million, or 5%, and $34$82 million, or 2%,3%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025.

The increase in operating expenses for the three months ended DecemberMarch 31, 20252026 was primarily due to higher costs at the News Media segment driven by the negative impact of foreign currency fluctuations, at the Book Publishing segment driven by higher costs related to higher sales volume and a $16 million one-time write-off primarily related to inventory at HarperCollins’the internationalDow operations.Jones segment driven by higher employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $9$29 million, or 1%,3%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

The increase in operating expenses for the sixnine months ended DecemberMarch 31, 20252026 was primarily due to higher costs at the Book Publishing segment driven by higher costs related to higher sales volume, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations and higher employee costs and at the DigitalNews Real Estate ServicesMedia segment duedriven toby higherthe employeenegative costsimpact atof Move.foreign currency fluctuations, partially offset by lower Talk costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $14$43 million, or 1%,2%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

Selling, general and administrative—Selling, general and administrative increased $36$75 million, or 5%,9%, and $80$155 million, or 5%,6%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025.

The increase in Selling, general and administrative for the three months ended DecemberMarch 31, 20252026 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs and at the Digital Real Estate Services segment driven by higher marketing costs, higher employee costs,costs primarily at Move,Move and higher broker commissions at REA Group from higher settlements.settlements, at the News Media segment driven by the negative impact of foreign currency fluctuations and costs related to the recently launched California Post and at the Dow Jones segment driven by higher employee costs. The increase was partially offset by lower costs at the Other segment, primarilysegment driven by lower equity-based compensationemployee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $11$43 million, or 2%,5%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

The increase in Selling, general and administrative for the sixnine months ended DecemberMarch 31, 20252026 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs, at the Digital Real Estate Services segment driven by higher broker commissions at REA Group, higher employee costs primarily at Move and higher marketing costs, partially offset by the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year and at the Book Publishing segment primarily due to a $13 million write-off of a customer receivable related to the closure of a book distributor and higher employee costscosts. andThe atincrease thein Digitalexpense Realwas Estate Services segmentalso due to higher broker commissions at REA Group and higher employee costs at Move,the partiallyNews offsetMedia segment driven by the absencenegative impact of $12foreign millioncurrency offluctuations and costs related to the withdrawnrecently offerlaunched toCalifornia acquirePost. RightmoveThe inincrease was partially offset by lower costs at the priorOther year.segment driven by lower employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative increase of $12$55 million, or 1%,2%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

Depreciation and amortization—Depreciation and amortization expense increased $5$8 million, or 4%,7%, and $10$18 million, or 4%,5%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025.

Impairment and restructuring charges— During the three and sixnine months ended DecemberMarch 31, 2025,2026, the Company recorded impairment and restructuring charges of $30$18 million and $49$67 million, including restructuring charges of $22$14 million and $36$50 million, respectively.

During the three and sixnine months ended DecemberMarch 31, 2024,2025, the Company recorded impairment and restructuring charges of $16$13 million and $38$51 million, respectively,including restructuring charges of $11 million and there$49 weremillion, no impairment charges.respectively.

Equity losses of affiliates—Equity losses of affiliates worsened by $1 million and improved by $6 million, or 75%, and $7 million, or 64%,55%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025. See Note 5—Investments in the accompanying Consolidated Financial Statements.

Interest income (expense), net—Interest income (expense), net improved by $12$4 million and $18$22 million for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025, driven by higher interest income. See Note 6—Borrowings and Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

Other, net—For the three and sixnine months ended DecemberMarch 31, 2025,2026, the Company recorded Other, net of $(1318) million and $(927) million, respectively.

For the three and sixnine months ended DecemberMarch 31, 2024,2025, the Company recorded Other, net of $92$(13) million and $114$101 million, respectively,respectively. primarilyFor duethe tonine months ended March 31, 2025, Other, net was mainly comprised of the gain recognized on the sale of REA Group’s interest in PropertyGuru.

Income tax expense from continuing operations—For the three months ended DecemberMarch 31, 2025,2026, the Company recorded income tax expense of $125$68 million on pre-tax income from continuing operations of $367$189 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax ratesrates, remeasurement losses on certain investments with little or no tax benefit and by valuation allowances recorded against tax benefits in certain businesses.

For the sixnine months ended DecemberMarch 31, 2025,2026, the Company recorded income tax expense of $187$255 million on pre-tax income from continuing operations of $579$768 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax ratesrates, remeasurement losses on certain investments with little or no tax benefit and by valuation allowances recorded against tax benefits in certain businesses.

For the three months ended DecemberMarch 31, 2024,2025, the Company recorded income tax expense of $124$44 million on pre-tax income from continuing operations of $430$151 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.businesses.

For the sixnine months ended DecemberMarch 31, 2024,2025, the Company recorded income tax expense of $185$229 million on pre-tax income from continuing operations of $640$791 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru.

Net income from continuing operations—Net income from continuing operations for the three and sixnine months ended DecemberMarch 31, 20252026 was $242$121 million and $392$513 million, respectively, compared to $306$107 million and $455$562 million for the corresponding periods of fiscal 2025. The decreasesincrease of $64$14 million, or 21%,13%, and $63decrease of $49 million, or 14%,9%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net lossincome from discontinued operations, net of tax—Net lossincome from discontinued operations, net of tax for both the three and sixnine months ended DecemberMarch 31, 20252026 was nil, compared to $23$30 million and $28$2 million for the corresponding periods of fiscal 2025. The amounts recognized in fiscal 2025 relate to the reclassification of Foxtel to discontinued operations. See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

Net income—Net income for the three and sixnine months ended DecemberMarch 31, 20252026 was $242$121 million and $392$513 million, respectively, compared to $283$137 million and $427$564 million for the corresponding periods of fiscal 2025. The decreases of $41$16 million, or 14%,12%, and $35$51 million, or 8%,9%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations—Net income attributable to noncontrolling interests from continuing operations decreasedincreased by $29$6 million, or 37%,23%, and $22decreased by $16 million, or 20%,12%, for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, as compared to the corresponding periods of fiscal 2025. The decreasesdecrease werefor the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025 was primarily due to the gain recognized on REA Group’s sale of its investment in PropertyGuru in fiscalthe 2025.prior year.

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025:

The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025:

Dow Jones (28% and 27% of the Company’s consolidated revenues in both the sixnine months ended DecemberMarch 31, 20252026 and 20242025, respectively)

For the three months ended DecemberMarch 31, 2025,2026, revenues at the Dow Jones segment increased $48$44 million, or 8%, as compared to the corresponding period of fiscal 2025, primarily due to higher circulation and subscription and advertising revenues. Digital revenues represented 82%84% of total revenues at the Dow Jones segment for the three months ended DecemberMarch 31, 2025,2026, as compared to 81%82% in the corresponding period of fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $5$7 million, or 1%,2%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

For the sixnine months ended DecemberMarch 31, 2025,2026, revenues at the Dow Jones segment increased $82$126 million, or 7%, as compared to the corresponding period of fiscal 2025, primarilydriven due toby higher circulation and subscription and advertising revenues. Digital revenues represented 83% of total revenues at the Dow Jones segment for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to 81%82% in the corresponding period of fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $8$15 million, or 1%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $36$33 million, or 8%,7%, during the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025. Professional information business revenues increased $26$24 million, or 12%,11%, primarily due to the $16 million and $7$8 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and newproduct products.expansion. Circulation and other revenues increased $10$9 million, or 4%, driven by higher content licensing revenues and increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, including enterprise customers, partially offset by print circulation declines.declines and the absence of a licensing revenue timing benefit in the prior year. Digital revenues represented 76% of circulation revenue for the three months ended DecemberMarch 31, 2025,2026, as compared to 73%75% in the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $68$101 million, or 7%, during the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025. Professional information business revenues increased $48$72 million, or 11%, primarily due to the $29$45 million and $12$20 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and newproduct products.expansion. Circulation and other revenues increased $20$29 million, or 4%, driven by increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, including enterprise customers, and higher content licensing revenues, partially offset by print circulation declines. Digital revenues represented 76% of circulation revenue for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to 73% in the corresponding period of fiscal 2025.

The following table summarizes average daily consumer subscriptions during the three months ended DecemberMarch 31, 20252026 and 20242025 for select publications and for all consumer subscription products:(a)

(a)Based on internal data for the periods from SeptemberDecember 29, 2025 through DecemberMarch 28,29, 20252026 and SeptemberDecember 30, 2024 through DecemberMarch 29,30, 2024,2025, respectively. Excludes off-platform distribution, except for certain custom workflow integration products.

Advertising revenues increased $12$5 million, or 10%,6%, during the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025, primarily2025 due to $9$7 million of higher digital advertising revenues driven by the technology and financial services sector.sectors. Digital advertising revenues represented 65%67% of advertising revenue for the three months ended DecemberMarch 31, 2025,2026, as compared to 64%63% in the corresponding period of fiscal 2025.

Advertising revenues increased $12$17 million, or 6%, during the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025, primarily2025 due to $10$17 million of higher digital advertising revenues driven by the technology and financial services sector.sectors. Digital advertising revenues represented 67% of advertising revenue for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to 66%65% in the corresponding period of fiscal 2025.

For the three months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Dow Jones segment increased $17$15 million, or 10%,11%, as compared to the corresponding period of fiscal 2025, primarily due to the increase in revenues discussed above, partially offset by higher employee and marketing costs.

For the sixnine months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Dow Jones segment increased $30$45 million, or 10%, as compared to the corresponding period of fiscal 2025, primarily due to the increase in revenues discussed above, partially offset by higher employee and marketing costs.

Digital Real Estate Services (22% and 21% of the Company’s consolidated revenues in the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively)

For the three months ended DecemberMarch 31, 2025,2026, revenues at the Digital Real Estate Services segment increased $38$67 million, or 8%,17%, as compared to the corresponding period of fiscal 2025. At REA Group, revenues increased $25$54 million, or 7%,20%, to $368$325 million for the three months ended DecemberMarch 31, 20252026 from $343$271 million in the corresponding period of fiscal 2025. The increase was due to the $31 million, or 12%, positive impact of foreign currency fluctuations, higher Australian residential revenues driven by price increases, growth in add-on products and geographic mix and higher financial services revenues from higher settlements, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses. Revenues at Move increased $13 million, or 10%, to $143$148 million for the three months ended DecemberMarch 31, 20252026 from $130$135 million in the corresponding period of fiscal 2025, driven by higher sales of RealPRO SelectSM, as Move shifts its focus to more premium offerings, and revenue growth in seller, new homes and rentals. Lead volumes increased 13%6% compared to the corresponding period of fiscal 2025.

For the three months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Digital Real Estate Services segment increased $21$31 million, or 11%,25%, as compared to the corresponding period of fiscal 2025, primarily due to the higher revenues discussed above, partially offset by higher marketing costs, higher employee costs,costs primarily at Move,Move and higher broker commissions at REA Group from higher settlements.

For the sixnine months ended DecemberMarch 31, 2025,2026, revenues at the Digital Real Estate Services segment increased $60$127 million, or 6%,10%, as compared to the corresponding period of fiscal 2025. Revenues at REA Group increased $34$88 million, or 5%,9%, to $695$1.0 millionbillion for the sixnine months ended DecemberMarch 31, 20252026 from $661$932 million in the corresponding period of fiscal 2025. The increase was due to higher Australian residential revenues driven by price increases, growth in add-on products and geographic mix andmix, higher financial services revenues from higher settlements,settlements and the $25 million, or 2%, positive impact of foreign currency fluctuations, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses and the $6 million, or 1%, negative impact of foreign currency fluctuations.businesses. Revenues at Move increased $26$39 million, or 10%, to $295$443 million for the sixnine months ended DecemberMarch 31, 20252026 from $269$404 million in the corresponding period of fiscal 2025, driven by higher sales of RealPRO SelectSM, as Move shifts its focus to more premium offerings, and revenue growth in seller, new homes and rentals. Lead volumes increased 5% compared to the corresponding period of fiscal 2025.

For the sixnine months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Digital Real Estate Services segment increased $39$70 million, or 12%,16%, as compared to the corresponding period of fiscal 2025, primarily due to the higher revenues discussed above and the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year, partially offset by higher employee costs primarily at Move andMove, higher broker commissions at REA Group from higher settlements.settlements and higher marketing costs.

Book Publishing (26% of the Company’s consolidated revenues in both the sixnine months ended DecemberMarch 31, 20252026 and 20242025)

For the three months ended DecemberMarch 31, 2025,2026, revenues at the Book Publishing segment increased $38$41 million, or 6%,8%, as compared to the corresponding period of fiscal 2025, drivenwhich byincludes thea $15$6 million impact from recent acquisitionsacquisitions. andThe increase was due to higher physical and digital book sales, driven by Rachel Reid’s Game Changers series, which reflectedincludes strengthHeated in Christian Publishing and frontlist titles.Rivalry. Digital sales increased by 2%11% as compared to the corresponding period of fiscal 2025 driven by growth in e-bookse-book and audiobook sales. Digital sales represented approximately 20%26% of consumer revenues in the three months ended DecemberMarch 31, 20252026 as compared to 21%25% in the corresponding period of fiscal 2025. Backlist sales represented approximately 59%64% of consumer revenues during the three months ended DecemberMarch 31, 2025,2026, as compared to 61%65% in the corresponding period of fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $8$12 million, or 1%,2%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

For the three months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Book Publishing segment decreasedincreased $2$9 million, or 2%,14%, as compared to the corresponding period of fiscal 2025, driven by the higher revenues discussed above, partially offset by higher costs due to higher sales volume and a $16 million one-time write-off primarily related to inventory at HarperCollins’ international operations, partially offset by the higher revenues discussed above.volume.

For the sixnine months ended DecemberMarch 31, 2025,2026, revenues at the Book Publishing segment increased $26$67 million, or 2%,4%, as compared to the corresponding period of fiscal 2025, drivenwhich byincludes thea $22$28 million impact from recent acquisitionsacquisitions. andThe increase was primarily due to higher physical book sales, driven by Rachel Reid’s Game Changers series, which reflectedincludes Heated Rivalry, and strength in Christian Publishing, partially offset by lower digital book sales.Publishing. Digital sales decreasedincreased by 4%1% as compared to the corresponding period of fiscal 2025 driven by growth in e-book sales, partially offset by lower audiobook and e-book sales. Digital sales represented approximately 22%23% of consumer revenues in both the sixnine months ended DecemberMarch 31, 20252026 as compared to 23% in the corresponding period of fiscaland 2025. Backlist sales represented approximately 62% of consumer revenues in bothduring the sixnine months ended DecemberMarch 31, 20252026, andas 2024.compared to 63% in the corresponding period of fiscal 2025. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $13$25 million, or 1%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

For the sixnine months ended DecemberMarch 31, 2025,2026, Segment EBITDA at the Book Publishing segment decreased $25$16 million, or 14%,7%, as compared to the corresponding period of fiscal 2025, primarilydriven by higher costs due to higher sales volume, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations, higher employee costs and a $13 million write-off of a customer receivable related to the closure of a book distributor and higher employee costs,distributor, partially offset by the higher revenues discussed above.

News Media (25%24% and 26% of the Company’s consolidated revenues in the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively)

Revenues at the News Media segment wereincreased flat$24 million, or 5%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025. Circulation and subscription revenues increased $11$20 million, or 4%,7%, as compared to the corresponding period of fiscal 2025, driven by price increases, digital subscriber growth and the $6$21 million, or 2%,7%, positive impact of foreign currency fluctuations, price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreasedincreased $13$5 million, or 6%,3%, as compared to the corresponding period of fiscal 2025, primarilydriven dueby tothe lower$13 printmillion, or 7%, positive impact of foreign currency fluctuations and higher digital advertising revenues, partially offset by thelower $5print million,advertising orrevenues, 2%,primarily positiveat impactNews of foreign currency fluctuations.UK. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $12$38 million, or 2%,8%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment decreased by $4$18 million, or 5%,55%, for the three months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025. The decrease was primarily due to lower contribution from News Corp AustraliaUK and launch costs related to the recently launched California Post.

Revenues at the News Media segment increased $4$28 millionmillion, or 2%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025. Circulation and subscription revenues increased $18$38 million, or 3%,5%, as compared to the corresponding period of fiscal 2025, primarily due to price increases, digital subscriber growth and the $9$30 million, or 1%,4%, positive impact of foreign currency fluctuations, price increases and digital subscriber growth, partially offset by print volume declines. Advertising revenues decreased $20$15 million, or 5%,2%, as compared to the corresponding period of fiscal 2025, primarily due to lower print advertising revenues, partially offset by the $6$19 million, or 1%,4%, positive impact of foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $15$53 million, or 1%,4%, for the sixnine months ended DecemberMarch 31, 20252026 as compared to the corresponding period of fiscal 2025.