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Item 1A. Risk Factors

2025-08-06 compared with 2024-08-08 · 106 added, 115 removed, 214 unchanged (51% of the section changed)

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Risks Related to Macroeconomic Conditions, Our Business and Our Industry

Changes in consumer behavior and evolving technologies and distribution platforms continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations.

Changes in consumer behavior and evolving technologies and distribution platforms and offerings continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations.

The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve.

New distribution platforms and increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams.

New distribution platforms and offerings, increased competition from new entrants and emerging technologies have added to the complexity of maintaining predictable revenue streams.

Technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content and have increased advertisers' options for reaching their target audiences.

Consumer preferences have evolved toward SVOD, AVOD and FAST services and other direct-to-consumer offerings.

An increasing number of FAST services and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future.

Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services.

An increasing number of FAST and SVOD services that have introduced advertising-supported tiers has intensified competition for digital advertising and may continue to do so in the future.

In addition, the increasing use of time-shifting and advertising-skipping technologies that enable viewers to fast-forward or circumvent advertisements impacts the attractiveness of the Company's programming to advertisers and may adversely affect its advertising revenues.

Other new technological developments, including the development and use of generative AI in our industry, are rapidly evolving, and the advantages and risks associated with its use are largely uncertain.

Other new technological developments are rapidly evolving in our industry such as the development and use of generative AI, including large language model applications, and the advantages and risks associated with its use are largely uncertain.

Changes in consumer behavior and technology have also had an adverse impact on MVPDs that deliver the Company's broadcast and cable networks to consumers.

Consumers are increasingly turning to direct-to-consumer offerings, which has contributed to industry-wide declines in subscribers to MVPD services over the last several years.

Consumers’ increasing viewership through direct-to-consumer offerings has contributed to industry-wide declines in subscribers to MVPD services over the last several years.

These declines are expected to continue and possibly accelerate in the future.

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To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes.

The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, FOX Nation, FOX Weather and other offerings such as the Venu Sports streaming service expected to launch in the fall of 2024.

However, if the Company fails to effectively protect and exploit the value of its content while responding to, and developing new technologies and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.

The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, FOX Nation, FOX Weather and other offerings such as the FOX One direct-to-consumer subscription streaming service expected to launch by the Fall of 2025.

However, if the Company fails to effectively safeguard and monetize the value of its content while responding to, and developing new technologies and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.

The Company derives substantial revenues from the sale of advertising, and declines in advertising expenditures have caused, and could continue to cause, the Company’s revenues and operating results to decline significantly in any given period or in specific markets.

FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as advertising market conditions, changes in consumer behavior, and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections.

The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market.

In addition, pandemics and other widespread health emergencies, natural and other disasters, acts of terrorism, wars, and political uncertainties and hostilities can also lead to a reduction in

advertising expenditures as a result of economic uncertainty, disruptions in programming (in particular live event programming) or reduced advertising spots due to pre-emptions.

FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as changes in consumer behavior, advertising market conditions and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections.

The evolution of consumer preferences toward direct-to-consumer streaming offerings and other digital products and the increasing number of entertainment choices has intensified audience fragmentation and reduced viewership through traditional linear distribution models.

This has caused ratings and viewership declines for television networks, including some of our networks.

These changes have also given rise to new

ways of purchasing advertising, as well as a general shift in advertising expenditures toward streaming and other digital offerings, some of which may not be as beneficial to us as traditional advertising methods.

In addition, increased digital advertising available in the marketplace due to the proliferation of advertising-supported direct-to-consumer offerings has intensified, and may continue to intensify, competition for viewers and advertising.

Periods of economic weakness also could accelerate industry-wide shifts in advertising expenditures from linear to digital advertising.

There can be no assurance that we can successfully navigate the evolving digital advertising market or that the digital advertising revenues we generate will offset the declines in advertising revenues generated by our traditional linear networks.

Our ability to generate advertising revenue also depends on demand for our content, the viewers in our targeted demographics, advertising rates, targeting capabilities, results observed by advertisers, the perceived effectiveness of our advertising offerings and alternative advertising options.

In addition, factors such as terrorist acts, wars, political uncertainties and hostilities, natural and other disasters and widespread health emergencies can also negatively impact advertising revenues.

Major sports events, such as the NFL’s Super Bowl and the FIFA World Cup and the state, congressional and presidential election cycles also may cause the Company's advertising revenues to vary substantially from year to year.

Political advertising expenditures are impacted by the ability and willingness of candidates and political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our programming.

As described above, technological changes and the evolution of consumer preferences toward direct-to-consumer offerings has intensified audience fragmentation and reduced viewership through traditional linear distribution models, which has caused ratings and viewership declines for television networks, including ours.

These changes have also given rise to new ways of purchasing advertising, as well as a general shift in advertising expenditures toward digital and mobile offerings, some of which may not be as beneficial to us as traditional advertising methods.

In addition, a number of SVOD services with large subscriber bases and household penetration have introduced advertising supported tiers and there is an increasing number of AVOD services and FAST products available to consumers.

The resulting increase in the amount of digital advertising available in the marketplace has intensified, and may continue to intensify, competition for viewers and advertising.

Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels.

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The industry is transitioning to a multiplatform measurement environment in an effort to more completely measure viewership and advertising across linear and digital platforms, but has not yet established a consistent, broadly accepted measure of multiplatform audiences.

Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve, we are still partially dependent on third parties to provide these solutions.

Although we expect multiplatform measurement innovation and standards to benefit us as the advertising market continues to evolve and are actively working to improve our internal measurement capabilities, we are still largely dependent on third parties to provide these solutions.

Declines in advertising revenues may also be caused by regulatory intervention or other third-party action that impacts where and when advertising may be placed.

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There can be no assurance that these agreements will be renewed in the future, or renewed on favorable terms, including terms related to pricing, programming tiers and bundles, and the types of rights we grant distributors.

The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ basic programming tiers could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time.

The inability to enter into or renew MVPD arrangements on favorable terms, or at all, or the loss of carriage on MVPDs’ most widely distributed programming tiers or their targeted, genre-focused programming tiers (sometimes referred to as “skinny bundles”) could reduce the distribution of the Company’s owned and operated television stations and broadcast and cable networks, which could adversely affect the Company’s revenues from affiliate fees and its ability to sell national and local advertising time.

The loss of favorable MVPD packaging, positioning, pricing or other marketing opportunities could also negatively impact the Company’s revenues from affiliate fees.

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Competitive pressures faced by MVPDs, particularly in light of evolving consumer viewing patterns and distribution models, could adversely affect the terms of our contract renewals with MVPDs.

In addition, our strategic initiatives could negatively impact our ability to renew our MVPD agreements on terms that are favorable to all our networks.

In addition, our strategic initiatives could negatively impact our ability to renew our MVPD

agreements on terms that are favorable to all our networks.

If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate fees and advertising.

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If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s affiliate fee and advertising revenues could be negatively affected.

As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services, which have had a negative impact on the number of subscribers to the Company’s networks.

As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services over the last several years, which have had a negative impact on the number of subscribers to the Company’s networks.

These industry-wide subscriber declines are expected to continue and possibly accelerate in the future.

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Prevailing economic conditions and the state of the financial markets affect various aspects of our business.

In recent years, the U.S.

economy has experienced a period of weakness and the financial markets have experienced significant volatility as a result of factors including declines in consumer confidence, concerns regarding high inflation, uncertainty about economic stability and political and sociopolitical uncertainties and conflicts, declining economic growth, diminished availability of credit and the COVID-19 pandemic.

Additional factors that have affected economic conditions and the financial markets include higher interest rates, global supply chain disruptions, unemployment rates, changes in consumer spending habits and potential changes in trade relationships between the U.S.

and other countries.

Factors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits.

Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations.

For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, as described above, and increasing inflation raises our labor and other costs required to operate our business.

For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, and increasing inflation raises our labor and other costs required to operate our business.

Increased volatility and weakness in the financial markets, the further tightening of credit markets or a decrease in our debt ratings assigned by ratings agencies could adversely affect our ability to cost-effectively refinance outstanding indebtedness or obtain new financing.

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If they do, it could have a material adverse impact on the Company’s business, financial condition or results of operations.

The Company operates in a highly competitive industry.

The Company competes with other companies for high-quality content to reach large audiences and generate advertising revenue.

The Company also competes for advertisers’ expenditures and distribution on MVPDs and other third-party digital platforms.

The Company’s ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular programming and adapt to new technologies and distribution platforms, which are increasing the number of content choices available to audiences.

Consolidation, partnerships and other alliances among our competitors and other industry participants have increased, and may continue to do so, further intensifying competitive pressures.

Our competitors include companies with interests in multiple media businesses that are often vertically integrated, as well as companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.

These competitors could also have preferential access to competitive information, including customer data, or important technologies, such as those that use AI.

Emerging technologies, including AI, are evolving rapidly and our ability to compete could be adversely affected if our competitors gain an advantage by using them.

Although the Company may also seek to responsibly incorporate AI into the development of new and existing products and services to enhance their value to viewers and advertisers, there can be no assurance that these efforts will be successful.

Competition for audiences and advertising comes from a variety of sources, including broadcast television networks;

cable television systems and networks;

direct-to-consumer streaming and on-demand platforms and services;

mobile, gaming and social media platforms;

audio programming;

and print and other media.

Other television stations or cable networks may change their formats or programming, a new station or network may adopt a format to compete directly with the Company's stations or networks, or stations or networks might engage in aggressive promotional campaigns.

In addition, the increasing number of SVOD services with advertising-supported offerings, AVOD services and FAST products has intensified competition for audiences and advertising and may continue to do so in the future.

Increased competition in the acquisition of programming may also affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty.

The Company operates in a rapidly evolving and highly competitive industry.

The Company competes with other companies for high-quality content, talent, audiences, advertisers’ expenditures and distribution.

The Company’s ability to compete effectively depends on a number of factors, including our ability to consistently offer popular content, successfully adapt to evolving technologies and distribution platforms and offerings, and maintain widespread distribution of our content.

Increased competition in the acquisition of programming may affect the scope of rights we are able to acquire and the cost of such rights, and the future value of the rights we acquire or retain cannot be predicted with certainty.

The composition of our competitors has evolved in recent years with the entrance of new participants, including companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.

These competitors could also have preferential access to competitive information such as customer data or important technologies such as generative AI technologies, including large language model applications.

Generative AI may enable new competitors to rapidly produce large volumes of content and replicate or imitate our proprietary content without authorization, attribution or compensation.

This could dilute the value of our content, reduce audience engagement or lead to negative impacts on our revenues.

In addition, our ability to compete could be negatively affected if our efforts to enhance the value of our offerings with these technologies are not successful.

Our competitors also include companies with interests in multiple media and entertainment businesses that are vertically integrated.

The media and entertainment industry is undergoing a period of rapid and significant change, with several industry participants in the midst of transformative transactions that may further complicate the competitive environment.

Industry consolidation and alliances among industry participants have also increased, and may continue to do so, intensifying competitive pressures.

There can be no assurance that the Company will be able to compete successfully in the future against existing or potential competitors or that competition in the marketplace will not have a material adverse effect on its business, financial condition or results of operations.

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Moreover, we must often invest substantial amounts in programming and the acquisition of sports rights before we learn the extent to which the content will earn consumer acceptance and, as described below, competition for popular content, particularly sports and entertainment programming, is intense.

A decline in the ratings or popularity of the Company’s entertainment, news or sports programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.

A decline in the ratings or popularity of the Company’s news, sports or entertainment programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its affiliate fee revenues.

Our business depends on the popularity of special sports events and the continued popularity of the sports leagues and teams for which we have programming rights.

Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights.

If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact viewership and advertising and affiliate fee revenues received in connection with our sports programming.

Our operating results may be impacted in part by special events, such as the NFL’s Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, the MLB’s World Series and the FIFA World Cup , which occurs every four years (for each of women and men), and other regular and post-season sports events that air on our broadcast

television and cable networks.

Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of sports events and their availability for viewing on our broadcast television and cable networks and the popularity of the competing teams.

If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact our sports programming viewership and advertising and affiliate fee revenues.

Our operating results may be impacted in part by special events, such as the NFL’s Super Bowl , which is broadcast on the FOX Network on a rotating basis with other networks, and the FIFA World Cup , which occurs every four years, and other regular and post-season sports events that air on our networks.

Our advertising and affiliate fee revenues are subject to fluctuations based on the dates of

sports events and their availability for viewing on our networks and the popularity of the competing teams.

For example, any decrease in the number of post-season games played in a sports league for which we have acquired broadcast programming rights, or the participation of a smaller-market sports franchise in post-season competition could result in lower advertising revenues for the Company.

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Our brands, particularly the FOX brand, are among our most valuable assets.

We believe that our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business.

We believe our brand image, awareness and reputation strengthen our relationship with consumers and contribute significantly to the success of our business.

Maintaining, enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events, and these investments may not be successful.

We may introduce new programming that is not popular with our consumers and advertisers, which may negatively affect our brands.

To the extent our content, in particular our live news and sports programming and primetime entertainment programming, is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted.

To the extent our content is not compelling to consumers, it may adversely impact our ability to maintain a positive reputation.

The Company’s brands, credibility and reputation have been impacted from time to time, and could be damaged in the future, by incidents that erode consumer, advertiser or business partner trust or a perception that the Company’s offerings, including its journalism, programming and other content, are low quality, unreliable or fail to attract and retain audiences.

The manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what is real.

Additionally, litigation, governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, impact our reputation and may damage the Company's reputation and brands, even if meritless or untrue.

Furthermore, to the extent

our marketing, cybersecurity, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted.

For example, the manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what is real.

FOX’s brands, credibility and reputation also could be adversely impacted if AI tools misattribute incorrect information to the Company or if the Company’s use of AI in its own products and services produces content, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory, an intellectual property infringement, a violation of privacy rights or otherwise problematic.

partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if meritless or untrue.

To the extent our marketing, cybersecurity, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted.

If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition or results of operations.

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Additionally, strategic initiatives may cause potential disruption to our business and operations or unanticipated challenges to or loss of our relationships with new or existing advertisers, distributors, viewers, and others with whom we do business;

and delays in or the cancellation of announced transactions may occur.

and delays in or the cancellation of announced transactions or initiatives may occur.

Because acquisitions, investments and strategic initiatives are inherently risky and their anticipated benefits or value may not materialize, they may adversely affect our business, financial condition or results of operations.

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The Company employs or independently contracts with several news, sports and entertainment personalities who are featured on programming the Company offers.

News, sports and entertainment personalities sometimes have a significant impact on the ranking of a cable network or station and its ability to attract and retain an audience and sell advertising.

There can be no assurance that our news, sports and entertainment personalities will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.

These personalities sometimes have a significant impact on the ranking of a cable network or station and its ability to attract and retain an audience and sell advertising.

There can be no assurance that they will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.

Any of the foregoing could adversely affect the Company's business, financial condition or results of operations.

Labor disputes may disrupt our operations and adversely affect the Company’s business, financial condition or results of operations.

In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements.

In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, commentators, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements.

Certain of these are industry-wide agreements negotiated by the Alliance of Motion Picture and Television Producers (the “AMPTP”) of which the Company is a non-voting member.

The Company is bound by and enjoys the benefits of AMPTP-negotiated collective bargaining agreements, but is not directly involved in negotiating them.

When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred, such as the Writers Guild of America West (or WGA) and Screen Actors Guild – American Federation of Television and Radio Artists (or SAG-AFTRA) strikes in the Spring and Summer of 2023.

Additional strikes, work stoppages or lockouts could occur in the future.

Such events have caused, and may in the future cause, delays in production and may lead to higher costs in connection with new collective bargaining agreements, which could reduce profit margins and could, over the long term, have an adverse effect on the Company's business, financial condition or results of operations.

In addition, our broadcast television and cable networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games.

Any labor disputes that occur in any sports league for which we have the rights to broadcast live games or events may preclude us from airing or otherwise distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.

The Company could suffer losses due to asset impairment charges for goodwill, intangible assets, programming and other assets and investments.

When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred in the past, and such events could occur in the future.

Such events have caused, and may in the future cause, delays in production, higher production costs and increased costs of labor, which could reduce profit margins and could, over the long term, have an adverse effect on the Company's business, financial condition or results of operations.

In addition, our networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and MLB games.

Any labor disputes that occur in any such league may preclude us from airing or otherwise

distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.

The Company has recognized, and could continue to recognize, asset impairment charges for goodwill, intangible assets, programming and other assets and investments.

The Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses.

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These investments are recorded either at fair value and measured on a recurring basis based on quoted prices in active markets or on a non-recurring basis whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

A downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets could result in a non-cash impairment charge.

The occurrence of certain events or circumstances has resulted in, and could continue to result in, a downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, programming rights, investments or long-lived assets that could result in a non-cash impairment charge.

Any such charge could be material to the Company’s reported net earnings in a given reporting period.

During fiscal 2025, in connection with the Company’s annual impairment assessment, the Company recorded a non-cash impairment charge for intangible assets of approximately $70 million at the Television segment primarily related to FCC licenses.

See Note 2, “Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements included in this Form 10-K for further discussion.

Risks Relating to Cybersecurity, Piracy, Privacy and Data Protection

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Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks.

Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments, and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems.

Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or nation state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments, and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems.

The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity risks.

In addition, ongoing conflicts in the Middle East and Europe, as well as other geopolitical events, including tensions with North Korea, Russia, China and other states, may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption).

In addition, ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption and attacks).

The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks.

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Any cybersecurity incidents could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents.

While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

In addition, the

Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur, and the Company may not have adequate insurance coverage to compensate it for any losses that may occur.

costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur, and the Company may not have adequate insurance coverage to compensate it for any losses that may occur.

Technological developments may increase the threat of content piracy and signal theft and limit the Company’s ability to protect its intellectual property rights.

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Although no content theft has been material to the Company’s businesses to date, we expect to continue to be subject to content threats and there can be no assurance that we will not experience a material incident.

Developments in technology, including recent advances in the area of AI, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content, increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute, display and store high-quality pirated material.

In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and the proliferation of user-generated content sites and live and stored video streaming sites, which deliver unauthorized copies of copyrighted content, including those emanating from other countries in various languages, may adversely impact the Company’s businesses.

Developments in technology increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute, display and store high-quality pirated material.

These developments include recent advances in AI and large language model applications, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks, and new devices and applications that enable unauthorized access to content.

In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and distribution to MVPDs with set-top boxes, and the proliferation of user-generated content sites and live and stored video streaming sites that deliver unauthorized copies of copyrighted content may adversely impact the Company’s businesses.

The proliferation of unauthorized reproduction, display, distribution and/or use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services.

The legal landscape for new technologies, including AI, remains uncertain, and development of the law in this area could negatively impact the Company’s ability to protect against unauthorized third-party infringing uses or result in intellectual property infringement claims against the Company.

The legal landscape for new technologies remains uncertain, and legal developments in this area could negatively impact the Company’s ability to deploy new technologies or its ability to protect against uses of FOX’s proprietary content by unauthorized third parties, including generative AI developers.

The Company’s use or adoption of such new technologies may also increase the Company’s exposure to intellectual property claims and further increase its enforcement costs.

The Company takes a variety of actions to combat piracy and signal theft, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S.

and abroad and how those laws are construed.

If those laws are interpreted in ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing our rights may increase.

A change in the laws of one jurisdiction may also have an impact on the Company’s overall ability to protect its intellectual property rights across other jurisdictions.

The Company’s efforts to enforce its rights and protect its products, services and intellectual property may not be successful in preventing content piracy or signal theft.

Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.

Further, while piracy and the proliferation of piracy-enabling technology tools continue to escalate, if any laws intended to combat piracy and protect intellectual property are repealed, weakened or not adequately enforced, or if the applicable legal systems fail to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights, the value of our intellectual property may be negatively impacted, and our costs of enforcing our rights could increase.

Third parties may challenge the validity or scope of the Company’s intellectual property from time to time, and such challenges could result in the limitation or loss of the Company’s intellectual property rights.

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federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure and security of personal information.

The number and complexity of these laws and regulations continues to increase.

For example, California, Virginia, Utah, Colorado, Connecticut, and several other states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance.

FTC also has initiated a rulemaking proceeding regarding potential rules concerning the collection, use, disclosure and security of personal information.

The number and complexity of these laws

and regulations continues to increase.

For example, more than a dozen states have passed legislation imposing broad obligations on businesses’ collection, use, handling and disclosure of personal information of their respective residents and imposing fines for noncompliance.

In addition, the E.U., the U.K.

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The Company may not have adequate insurance coverage to compensate it for any losses that may occur.

For more information, see Item 1, “Government Regulation – Privacy and Information Regulation.”

For more information, see Item 1, “Business – Government Regulation – Privacy and Information Regulation.”

Risks Relating to Legal and Regulatory Matters

Changes in laws and regulations, or the interpretation thereof, may have an adverse effect on the Company’s business, financial condition or results of operations.

The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate.

In general, the television broadcasting and traditional MVPD industries in the U.S.

are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC.

The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video programming and technical operations of broadcast licensees.

For example, the Company is required to apply for and operate in compliance with licenses from the FCC to operate a television station, purchase a new television station, or sell an existing television station, with licenses generally subject to an eight-year renewable term.

Changes in laws and regulations, or the interpretation or enforcement thereof, may have an adverse effect on the Company’s business, financial condition or results of operations.

The Company is subject to a variety of laws and regulations in the jurisdictions in which its businesses operate, as described in Item 1 “Business – Government Regulation.” The U.S.

television broadcasting and traditional MVPD industries are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the FCC.

Among other things, the Company is required to apply for and operate in compliance with licenses from the FCC to operate its television stations, purchase a new television station, or sell an existing television station.

The Company may be subject to investigations or fines under FCC rules and policies, or delays in its renewal and other applications with the FCC.

Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection.

Further, the United States Congress, the FCC, the FTC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s media properties.

In particular, the legal and regulatory landscape governing AI remains unsettled, and developments in this area may adversely impact our business.

In addition, from time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined by the FCC) and regulated as such, which could negatively impact the Company’s distribution model.

Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues.

In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network-by-network basis or “family friendly” programming tiers.

Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition or results of operations of the Company’s cable networks.

The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue.

New laws or regulations or changes in interpretations of laws or regulations could also require changes in the operations or ownership of our business.

Furthermore, new laws, regulations and standards related to environmental (including climate), social and governance matters are likely to impose additional costs on us, expose us to new risks and subject us to increasing scrutiny.

Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

For more information, see Item 1, “Government Regulation.”

From time to time, the FCC considers whether virtual MVPDs should be considered MVPDs (as defined and regulated by the FCC), which could negatively impact the Company’s distribution model.

The Company could be adversely affected by new laws and regulations, changes in existing laws and regulations, changes in judicial and regulators’ interpretations of laws and regulations or in regulators’ priorities or activities, as well as by the threat that additional laws or regulations may be forthcoming.

In particular, the legal and regulatory landscape governing new technologies such as AI remains unsettled and is an area of increasing regulatory focus.

Developments in this area may adversely impact the Company’s business, including through increased legal liability risk and compliance costs associated with the use of AI and large language models.

In addition, new laws and regulations may vary between local, state, federal and international jurisdictions and may conflict, and the enforcement of these laws and regulations may be inconsistent and unpredictable, further intensifying compliance risks.

Changes in the legal or regulatory landscape could require FOX to change or limit certain of its business practices in ways that negatively impact the Company, including its competitive position and its ability to generate revenues.

FOX could also incur substantial costs to comply with new and existing laws and regulations and could face substantial penalties or other liabilities, reputational damage or increased scrutiny from regulators or stakeholders if it fails to comply with such laws and regulations.

Any of the foregoing could have a material adverse effect on FOX’s business, financial condition or results of operations.

The Communications Act and FCC regulations limit the ability of non-U.S.

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television stations.

Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may

be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S.

Under the Communications Act of 1934, as amended, which we refer to as the Communications Act, and the FCC rules, without the FCC’s prior approval, no broadcast station licensee may be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S.

persons, their representatives, or by any other corporation organized under the laws of a foreign country.

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refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S.

voiding a transfer of Common Stock to a non-U.S.

transfer of Common Stock to a non-U.S.

suspending rights of stock ownership if held by a non-U.S.

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The Company uses satellite systems to transmit its broadcast and cable networks to affiliates.

The distribution facilities include uplinks, communications satellites and downlinks.

Transmissions may be disrupted as a result of local disasters, including extreme weather, that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite.

The distribution facilities include communications satellites, uplinks, downlinks, and studio and transmitter facilities.

Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities, or as a result of an impairment of a satellite.

Currently, there are a limited number of communications satellites available for the transmission of programming.

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In the event of a business disruption of the Company’s television station and cable network studio and transmitter facilities, a failure to restore such facilities in a timely manner could have a material adverse effect on the Company’s businesses and results of operations.

Further, changes in FCC regulations have reduced the availability and use of satellite transmission spectrum.

In 2020, the FCC began reallocating and “re-packing” a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services.

This has reduced the availability and use of satellite transmission spectrum for the television industry, and additional changes in FCC regulations could lead to further reductions.

In 2020, the FCC reallocated sixty percent of a band of satellite transmission spectrum known as the “C-Band” used by the television industry to transmit programming in order to free up spectrum for the next generation of commercial wireless broadband services.

This has reduced the availability and use of satellite transmission spectrum for the television industry.

In February 2025, the FCC began a proceeding to explore whether the remaining C-Band should be, in whole or in part, reallocated for commercial wireless and/or broadband services.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, directing the FCC to conduct within two years an auction of at least 100 MHz of C-Band spectrum.

The decreased availability of satellite transmission spectrum could diminish the quality of and increase interference to our transmissions, which could significantly hinder the Company’s ability to deliver its programming to broadcast affiliates and traditional MVPDs.

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Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.

From time to time, we are subject to various legal proceedings (including class action lawsuits, claims, regulatory investigations and arbitration proceedings), involving claims relating to, among other things, competition, intellectual property rights, employment and labor matters, personal injury and property damage,

free speech, data privacy and protection, regulatory requirements, and advertising, marketing and selling practices.

See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these matters.

From time to time, we are subject to various legal proceedings (including class action and individual lawsuits, administrative complaints, regulatory investigations and arbitration proceedings), involving claims relating to, among other things, competition, intellectual property rights, employment and labor matters, personal injury and property damage, free speech, data privacy and protection, regulatory requirements, and advertising, marketing and selling practices.

See Note 14, “Commitments and Contingencies,” to the accompanying consolidated financial statements included in this Form 10-K for a discussion of certain of these

The Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.

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In addition, regardless of merit or outcome, litigation and government investigations are time-consuming and costly to defend, divert management’s attention and resources away from our business, may result in reputational harm and may impair our ability to conduct our business.

Risks Relating to Our Ownership Structure

Certain of the Company’s directors and significant stockholders may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as directors of News Corp.

Risks Relating to Our Ownership Structure Certain of the Company’s directors and significant stockholders may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as directors of News Corp.

In June 2013, Twenty-First Century Fox, Inc.

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Certain provisions of the Company’s Amended and Restated Certificate of Incorporation, amended and restated by-laws, Delaware law and the ownership of the Company’s Common Stock by the Murdoch Family Trust may discourage takeovers and the concentration of ownership will affect the voting results of matters submitted for stockholder approval.

The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or takeover attempt that is opposed by the Company’s Board or certain stockholders holding a

significant percentage of the voting power of the Company’s outstanding voting stock.

In particular, the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things:

• a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specific, limited circumstances;

In particular, the

Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things:

• a dual class common equity capital structure, in which holders of FOX Class A Common Stock can vote only in very specifi c, limited circumstances;

• a prohibition on stockholders taking any action by written consent without a meeting (unless there are three record holders or fewer);

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors