What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-05-09 · 154 added, 252 removed, 228 unchanged (64% of the section changed)

3 unchanged sentences

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 the Foxtel Group and other potential acquisitions, investments and dispositions, the Company’s cost savings initiatives and the outcome of contingencies such as litigation and investigations.

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 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.

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• Overview of the Company’s Businesses —This section provides a general description of the Company’s businesses, as well as developments that occurred to date during fiscal 2026 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

• Results of Operations —This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2025 and 2024.

• Results of Operations —This section provides an analysis of the Company’s results of operations for the three months ended September 30, 2025 and 2024.

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.

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2025 and 2024, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2025.

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the three months ended September 30, 2025 and 2024, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of September 30, 2025.

OVERVIEW OF THE COMPANY’S BUSINESSES

The Company manages and reports its businesses in the following five segments:

• Dow Jones —The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including newspapers, newswires, websites, mobile apps, newsletters, magazines, proprietary databases, live journalism, video and podcasts.

• Dow Jones —The Dow Jones segment consists of Dow Jones, a global provider of news 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 consumer 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 solutions to help customers identify and manage regulatory, corporate and reputational risk with tools focused on financial crime, sanctions, trade and other 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.

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% interest in REA Group and 80% interest in Move.

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REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX:

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 and a mortgage broking offering.

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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 Connections SM Plus, Market VIP SM , Advantage SM Pro and Listing Toolkit products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling.

Move offers real estate advertising solutions to agents and brokers, including its RealPRO Select SM , Connections SM Plus and Listing Toolkit products as well as its referral-based services, ReadyConnect Concierge SM and RealChoice TM Selling.

Move also offers online tools and services to do-it-yourself landlords and tenants.

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Martin Luther King, Jr.

It is also home to many beloved children’s books and series and a significant Christian publishing business.

It is home to many beloved children’s books and series and a significant Christian publishing business.

• 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 Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.

This segment also includes News Broadcasting (formerly Wireless Group), operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.

• Other —The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K.

Newspaper Matters (as defined in Note 10—Commitments and Contingencies to the Consolidated Financial Statements).

Other Business Developments

Sale of Foxtel Group

During the second quarter of fiscal 2025, the Company entered into a definitive agreement to sell the Foxtel Group (“Foxtel”) to DAZN Group Limited (“DAZN”), a global sports streaming platform, which closed on April 2, 2025.

Under the terms of the agreement, all amounts outstanding under Foxtel’s shareholder loans with News Corp (A$592 million) were repaid in full in cash at closing.

Foxtel’s third-party borrowings transferred with the business, and News Corp received a minority equity interest in DAZN of approximately 6% and holds one seat on its Board of Directors.

Telstra Group Ltd also sold its minority interest in Foxtel.

Divestitures involve significant risks and uncertainties that could adversely affect the Company’s business, results of operations and financial condition, including those discussed in the risk factor titled “ The Company Has Made and May Continue to Make Strategic Acquisitions, Investments and Divestitures That Introduce Significant Risks and Uncertainties ” in the 2024 Form 10-K.

The assets and liabilities of Foxtel have been classified as held for sale and the results of operations and cash flows have been classified as discontinued operations for all periods presented as the disposition reflects a strategic shift that has, and will have, a major effect on the Company’s operations and financial results.

Furthermore, upon reclassification of Foxtel’s results, the Subscription Video Services segment ceased to be a reportable segment and the residual results of the segment were aggregated into the News Media segment.

News Media segment results have been recast to reflect this change for all periods presented.

See Note 2—Discontinued Operations in the accompanying Consolidated Financial Statements.

Recent Developments Affecting the Macroeconomic Environment

Recent changes in trade policy, including new or potential tariffs and other trade restrictions announced by the U.S.

and other countries, have led to significant economic and market volatility and uncertainty and may exacerbate inflationary pressures.

While the Company does not currently expect the announced tariffs to have a material impact on its supply chain or costs, it cannot predict the effect of any further changes in trade policy.

The resulting volatility and uncertainty and potential increase in inflation may continue to have a negative impact on customer and consumer sentiment and spending.

If this leads to reduced demand for the Company’s products and services, it could adversely impact the Company’s business, results of operations and financial condition.

The Company will continue to closely monitor these trends and uncertainties and will seek to mitigate any impacts where possible.

RESULTS OF OPERATIONS

Results of Operations—For the three and nine months ended March 31, 2025 versus the three and nine months ended March 31, 2024

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

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

Results of Operations—For the three months ended September 30, 2025 versus the three months ended September 30, 2024

The following table sets forth the Company’s operating results for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024:

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 782 $ 743 $ 39 5 %

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Equity losses of affiliates (2) (3) 1 33 %

Interest income (expense), net 1 (3) 4 ** (2) (18) 16 89 %

Interest income, net 6 — 6 **

Other, net 4 22 (18) (82) %

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Net income from continuing operations 150 149 1 1 %

Net income (loss) from discontinued operations, net of tax 30 (22) 52 ** 2 (29) 31 **

Net loss from discontinued operations, net of tax — (5) 5 100 %

Net income 150 144 6 4 %

Net income attributable to noncontrolling interests from continuing operations (38) (31) (7) (23) %

Net (income) loss attributable to noncontrolling interests from discontinued operations (8) 10 (18) ** 8 19 (11) (58) %

Net loss attributable to noncontrolling interests from discontinued operations — 6 (6) (100) %

Net income attributable to News Corporation stockholders $ 112 $ 119 $ (7) (6) %

** not meaningful

Revenues —Revenues increased $15 million, or 1%, and $183 million, or 3%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

The revenue increase for the three months ended March 31, 2025 was due to higher revenues at the Dow Jones segment driven by higher circulation and subscription revenues, at the Digital Real Estate Services segment driven by higher Australian residential revenues at REA Group and at the Book Publishing segment due to the $12 million impact from the acquisition of a German book publisher.

These increases were partially offset by lower revenues at the News Media segment driven by lower advertising revenues, the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024 and lower circulation and subscription revenues.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $32 million, or 1%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

The revenue increase for the nine months ended March 31, 2025 was due to higher revenues at the Digital Real Estate Services segment driven by higher Australian residential revenues at REA Group, at the Book Publishing segment driven by higher physical and digital book sales and at the Dow Jones segment driven by higher circulation and subscription revenues.

These increases were partially offset by lower revenues at the News Media segment driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024 and lower advertising and circulation and subscription revenues.

Revenues —Revenues increased $48 million, or 2%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

The revenue increase for the three months ended September 30, 2025 was primarily due to higher revenues at the Dow Jones segment driven by higher circulation and subscription revenues and at the Digital Real Estate Services segment driven by higher revenues at Move and REA Group.

These increases were partially offset by lower revenues at the Book Publishing segment driven by lower book sales.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue increase of $3 million for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

dollar against local currencies resulted in a revenue increase of $4 million for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S.

dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

Operating expenses —Operating expenses decreased $34 million, or 4%, and $67 million, or 2%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

The decrease in operating expenses for the three months ended March 31, 2025 was primarily due to lower expenses at the News Media segment driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in an Operating expense decrease of $10 million, or 1%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

The decrease in operating expenses for the nine months ended March 31, 2025 was primarily due to lower expenses at the News Media segment driven by cost savings from the combination of News UK’s printing operations with those of DMG Media and other cost savings initiatives, partially offset by increased expenses at the Book Publishing segment driven by higher manufacturing costs from higher sales volumes.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in an Operating expense increase of $3 million for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Selling, general and administrative —Selling, general and administrative increased $18 million, or 2%, and $90 million, or 4%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

The increase in Selling, general and administrative for the three months ended March 31, 2025 was primarily due to higher costs at the Dow Jones segment driven by higher technology and marketing costs and at the Other segment due to higher employee costs.

Operating expenses —Operating expenses decreased $11 million, or 1%, for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025.

The decrease in operating expenses for the three months ended September 30, 2025 was primarily due to lower expenses at the Book Publishing segment driven by lower costs related to lower sales volume and at the News Media segment driven by cost savings initiatives and lower Talk costs.

The decrease was partially offset by higher expenses at the Digital Real Estate Services segment driven by higher employee costs.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a Selling, general and administrative decrease of $16 million, or 2%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

The increase in Selling, general and administrative for the nine months ended March 31, 2025 was primarily due to higher costs at the Digital Real Estate Services segment driven by higher employee costs, higher costs at REA India and $12 million of costs related to REA Group’s withdrawn offer to acquire Rightmove, at the Book Publishing segment due to higher employee costs and at the Dow Jones segment driven by higher marketing costs.

dollar against local currencies resulted in an Operating expense increase of $5 million, or 1%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Selling, general and administrative —Selling, general and administrative increased $44 million, or 5%, for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025.

The increase in Selling, general and administrative for the three months ended September 30, 2025 was primarily due to higher employee and marketing costs at the Dow Jones segment and a $13 million write-off of a customer receivable related to the expected closure of a book distributor and higher employee costs at the Book Publishing segment.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a Selling, general and administrative decrease of $1 million for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Depreciation and amortization —Depreciation and amortization expense was flat and increased $14 million, or 4%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

The increase in the nine months ended March 31, 2025 was driven by higher depreciation of capitalized software costs, primarily at the News Media and Digital Real Estate Services segments.

Impairment and restructuring charges — During the three and nine months ended March 31, 2025, the Company recorded restructuring charges of $11 million and $49 million, respectively.

During the three and nine months ended March 31, 2024, the Company recorded restructuring charges of $35 million and $60 million, respectively.

During the nine months ended March 31, 2024, the Company recognized non-cash impairment charges of $22 million at the News Media segment related to the write-down of fixed assets associated with the combination of News UK’s printing operations with those of DMG Media.

dollar against local currencies resulted in a Selling, general and administrative increase of $1 million for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Depreciation and amortization —Depreciation and amortization expense increased $5 million, or 4%, for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025.

Impairment and restructuring charges — During the three months ended September 30, 2025 and 2024 , the Company recorded impairment and restructuring charges of $19 million and $22 million, including restructuring charges of $14 million and $22 million, respectively.

See Note 4—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

Equity losses of affiliates —Equity losses of affiliates improved by $2 million, or 100%, and worsened by $6 million, or 120%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

Equity losses of affiliates —Equity losses of affiliates improved by $1 million, or 33%, for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025.

See Note 5—Investments in the accompanying Consolidated Financial Statements.

Interest income (expense), net —Interest income (expense), net improved by $4 million for the three months ended March 31, 2025 and by $16 million, or 89%, for the nine months ended March 31, 2025 as compared to the corresponding periods of fiscal 2024, primarily driven by lower borrowings at REA Group and higher interest income on cash balances.

Interest income, net —Interest income, net improved by $6 million for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025, primarily driven by higher interest income on cash balances and lower borrowings at REA Group.

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 nine months ended March 31, 2025, the Company recorded Other, net of $(13) million and $101 million, respectively.

For the nine months ended March 31, 2025, Other, net was mainly comprised of REA Group’s gain recognized on the sale of its interest in PropertyGuru.

For the three and nine months ended March 31, 2024, the Company recorded Other, net of $(9) million and $(26) million, respectively.

Other, net —For the three months ended September 30, 2025 and 2024, the Company recorded Other, net of $4 million and $22 million, respectively.

See Note 13—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense from continuing operations —For the three months ended March 31, 2025, the Company recorded income tax expense of $44 million on pre-tax income from continuing operations of $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.

For the nine months ended March 31, 2025, the Company recorded income tax expense of $229 million on pre-tax income from continuing operations of $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.

For the three months ended March 31, 2024, the Company recorded income tax expense of $32 million on pre-tax income from continuing operations of $96 million, resulting in an effective tax rate that was higher than the U.S.

Income tax expense from continuing operations —For the three months ended September 30, 2025, the Company recorded income tax expense of $62 million on pre-tax income from continuing operations of $212 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.

For the nine months ended March 31, 2024, the Company recorded income tax expense of $163 million on pre-tax income from continuing operations of $475 million, resulting in an effective tax rate that was higher than the U.S.

For the three months ended September 30, 2024, the Company recorded income tax expense of $61 million on pre-tax income from continuing operations of $210 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

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See Note 11—Income Taxes in the accompanying Consolidated Financial Statements.

Net income from continuing operations —Net income from continuing operations for the three and nine months ended March 31, 2025 was $107 million and $562 million, respectively, compared to $64 million and $312 million for the corresponding periods of fiscal 2024.

Net income from continuing operations for the three and nine months ended March 31, 2025 increased by $43 million, or 67%, and $250 million, or 80%, respectively, as compared to the corresponding periods of fiscal 2024, 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 three and nine months ended March 31, 2025 was $30 million and $2 million, respectively, compared to $(22) million and $(29) million for the corresponding periods of fiscal 2024.

The amounts recognized in both fiscal years relate to the reclassification of Foxtel to discontinued operations.

Net income from continuing operations —Net income from continuing operations for the three months ended September 30, 2025 was $150 million, compared to $149 million for the corresponding period of fiscal 2025, an increase of $1 million, or 1%, driven by the factors discussed above.

Net loss from discontinued operations, net of tax —Net loss from discontinued operations, net of tax for the three months ended September 30, 2025 was nil, compared to $5 million for the corresponding period of fiscal 2025.

The amount recognized in fiscal 2025 related 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 nine months ended March 31, 2025 was $137 million and $564 million, respectively, compared to net income of $42 million and $283 million for the corresponding periods of fiscal 2024.

The increases of $95 million, or 226%, and $281 million, or 99%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024 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 increased by $4 million, or 18%, and $49 million, or 57%, for the three and nine months ended March 31, 2025, respectively, as compared to the corresponding periods of fiscal 2024.

The increase in the nine months was primarily due to the gain recognized on REA Group’s sale of its investment in PropertyGuru.

Net income —Net income for the three months ended September 30, 2025 was $150 million, compared to net income of $144 million for the corresponding period of fiscal 2025, an increase of $6 million, or 4%, driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations —Net income attributable to noncontrolling interests from continuing operations increased by $7 million, or 23%, for the three months ended September 30, 2025, as compared to the corresponding period of fiscal 2025, primarily driven by higher earnings at REA Group.

Segment Analysis

The Company’s chief operating decision maker is its Chief Executive Officer.

Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of, and allocate resources within, the Company’s businesses.

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As a result, users of the Company’s consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods.

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the three and nine months ended March 31, 2025 and 2024:

For the three months ended March 31, For the nine months ended March 31,

2025 2024 2025 2024

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the three months ended September 30, 2025 and 2024:

For the three months ended September 30,

(in millions)

Net income from continuing operations $ 150 $ 149

Reconciling items:

Income tax expense from continuing operations 62 61

Other, net (4) (22)

Interest (income) expense, net (1) 3 2 18

Interest income, net (6) —

Equity losses of affiliates 2 3

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Total Segment EBITDA $ 340 $ 325

The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and nine months ended March 31, 2025 and 2024:

For the three months ended March 31,

(in millions) Revenues Segment

EBITDA Revenues Segment

Dow Jones $ 575 $ 132 $ 544 $ 118

Digital Real Estate Services 406 124 388 104

Book Publishing 514 64 506 62

News Media 514 33 556 27

Other — (63) — (52)

Total $ 2,009 $ 290 $ 1,994 $ 259

For the nine months ended March 31,

The following table sets forth the Company’s Revenues and Segment EBITDA by reportable segment for the three months ended September 30, 2025 and 2024:

For the three months ended September 30,

(in millions) Revenues Segment

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Total $ 2,144 $ 340 $ 2,096 $ 325

Dow Jones (27% of the Company’s consolidated revenues in both the nine months ended March 31, 2025 and 2024)

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

Dow Jones (27% and 26% of the Company’s consolidated revenues in the three months ended September 30, 2025 and 2024, respectively)

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 491 $ 459 $ 32 7 %

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Segment EBITDA $ 144 $ 131 $ 13 10 %

For the three months ended March 31, 2025, revenues at the Dow Jones segment increased $31 million, or 6%, as compared to the corresponding period of fiscal 2024, due to higher circulation and subscription revenues.

Digital revenues represented 82% of total revenues at the Dow Jones segment for the three months ended March 31, 2025, as compared to 81% in the corresponding period of fiscal 2024.

For the three months ended September 30, 2025, revenues at the Dow Jones segment increased $34 million, or 6%, as compared to the corresponding period of fiscal 2025, due to higher circulation and subscription revenues.

Digital revenues represented 84% of total revenues at the Dow Jones segment for the three months ended September 30, 2025, as compared to 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 decrease of $2 million for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

For the nine months ended March 31, 2025, revenues at the Dow Jones segment increased $62 million, or 4%, as compared to the corresponding period of fiscal 2024, due to higher circulation and subscription revenues, partially offset by lower advertising revenues.

Digital revenues represented 82% of total revenues at the Dow Jones segment for the nine months ended March 31, 2025, as compared to 80% in the corresponding period of fiscal 2024.

dollar against local currencies resulted in a revenue increase of $3 million for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Circulation and Subscription Revenues

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription revenues:

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Dow Jones Energy

69 63 6 10 % 205 186 19 10 %

Other information services

73 75 (2) (3) % 215 224 (9) (4) %

Professional information business

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Total circulation and subscription revenues $ 491 $ 459 $ 32 7 %

Circulation and subscription revenues increased $33 million, or 7%, during the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Circulation and other revenues increased $21 million, or 9%, driven by increased circulation revenues due to growth in digital-only subscriptions and the conversion of customers from introductory promotions to higher pricing, partially offset by print circulation declines.

Professional information business revenues increased $12 million, or 6%, driven by $8 million and $6 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, primarily driven by price increases, new customers and new products, partially offset by the $2 million, or 3%, decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva.

Digital revenues represented 75% of circulation revenue for the three months ended March 31, 2025, as compared to 70% in the corresponding period of fiscal 2024.

Circulation and subscription revenues increased $76 million, or 6%, during the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Circulation and other revenues increased $39 million, or 6%, driven by increased circulation revenues due to growth in digital-only subscriptions, which benefited from bundled offers, and higher content licensing revenues, partially offset by print circulation declines.

Professional information business revenues increased $37 million, or 6%, primarily due to the $27 million and $19 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by new customers, new products and price increases, partially offset by the $9 million decrease in Other information services revenues driven by the impact of an ongoing customer dispute at Factiva.

Digital revenues represented 73% of circulation revenue for the nine months ended March 31, 2025, as compared to 70% in the corresponding period of fiscal 2024.

The following table summarizes average daily consumer subscriptions during the three months ended March 31, 2025 and 2024 for select publications and for all consumer subscription products:

For the three months ended March 31 (b) ,

Circulation and subscription revenues increased $32 million, or 7%, during the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Professional information business revenues increased $22 million, or 10%, primarily due to the $13 million and $5 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and new products, and also benefited from improvement at Factiva, primarily due to the resolution of a customer dispute.

Circulation and other revenues increased $10 million, or 4%, driven by increased circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, partially offset by print circulation declines.

Digital revenues represented 75% of circulation revenue for the three months ended September 30, 2025, as compared to 72% in the corresponding period of fiscal 2025.

The following table summarizes average daily consumer subscriptions during the three months ended September 30, 2025 and 2024 for select publications and for all consumer subscription products:

For the three months ended September 30 (b) ,

2025 2024 Change % Change

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Total subscriptions 6,392 5,908 484 8 %

(a) Based on internal data for the periods from December 30, 2024 through March 30, 2025 and January 1, 2024 through March 31, 2024, respectively.

(a) Based on internal data for the periods from June 30, 2025 through September 28, 2025 and July 1, 2024 through September 29, 2024, respectively.

Excludes off-platform distribution, except for certain custom workflow integration products.

(b) Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members.

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Advertising Revenues

Advertising revenues were flat during the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Digital advertising represented 63% of advertising revenue for both the three months ended March 31, 2025 and 2024.

Advertising revenues decreased $11 million, or 4%, during the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024 primarily due to lower print advertising revenues.

Digital advertising represented 65% of advertising revenue for the nine months ended March 31, 2025, as compared to 63% in the corresponding period of fiscal 2024.

Advertising revenues were flat during the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025, as higher digital advertising revenues were offset by lower print advertising revenues.

Digital advertising revenues represented 68% of advertising revenue for the three months ended September 30, 2025, as compared to 67% in the corresponding period of fiscal 2025.

Segment EBITDA

For the three months ended March 31, 2025, Segment EBITDA at the Dow Jones segment increased $14 million, or 12%, as compared to the corresponding period of fiscal 2024, primarily due to the increase in revenues discussed above, partially offset by higher employee, technology and marketing costs.

For the nine months ended March 31, 2025, Segment EBITDA at the Dow Jones segment increased $32 million, or 8%, as compared to the corresponding period of fiscal 2024, primarily due to the increase in revenues discussed above and lower newsprint, production and distribution costs, partially offset by higher marketing and employee costs.

Digital Real Estate Services (21% and 19% of the Company’s consolidated revenues in the nine months ended March 31, 2025 and 2024, respectively)

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

For the three months ended September 30, 2025, Segment EBITDA at the Dow Jones segment increased $13 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% of the Company’s consolidated revenues in both the three months ended September 30, 2025 and 2024)

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 2 $ 2 $ — — %

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Segment EBITDA $ 158 $ 140 $ 18 13 %

For the three months ended March 31, 2025, revenues at the Digital Real Estate Services segment increased $18 million, or 5%, as compared to the corresponding period of fiscal 2024.

At REA Group, revenues increased $15 million, or 6%, to $271 million for the three months ended March 31, 2025 from $256 million in the corresponding period of fiscal 2024.

The increase was due to higher Australian residential revenues driven by price increases and increased depth penetration and higher revenues from REA India, partially offset by the $14 million, or 5%, negative impact of foreign currency fluctuations.

Revenues at Move increased $3 million, or 2%, to $135 million for the three months ended March 31, 2025 from $132 million in the corresponding period of fiscal 2024, primarily driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, partially offset by the continued impact of the macroeconomic environment on the U.S.

housing market.

The challenging market conditions resulted in lower lead volumes, which decreased 17%, and lower transaction volumes.

For the three months ended March 31, 2025, Segment EBITDA at the Digital Real Estate Services segment increased $20 million, or 19%, as compared to the corresponding period of fiscal 2024, due to the higher contribution from REA Group and improved results at Move, partially offset by the $6 million, or 6%, negative impact of foreign currency fluctuations.

For the nine months ended March 31, 2025, revenues at the Digital Real Estate Services segment increased $126 million, or 10%, as compared to the corresponding period of fiscal 2024.

Revenues at REA Group increased $123 million, or 15%, to $932 million for the nine months ended March 31, 2025 from $809 million in the corresponding period of fiscal 2024.

The increase was due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings and higher revenues from REA India, partially offset by the $5 million, or 1%, negative impact of foreign currency fluctuations.

Revenues at Move increased $3 million, or 1%, to $404 million for the nine months ended March 31, 2025 from $401 million in the corresponding period of 2024, driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, and higher advertising revenues, partially offset by the continued impact of the macroeconomic environment on the U.S.

housing market.

The challenging market conditions resulted in lower lead volumes, which decreased 7%, and lower transaction volumes.

For the nine months ended March 31, 2025, Segment EBITDA at the Digital Real Estate Services segment increased $76 million, or 20%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher employee costs, higher costs at REA India, $12 million of costs related to the withdrawn offer to acquire Rightmove and the $2 million, or 1%, negative impact of foreign currency fluctuations.

Book Publishing (26% of the Company’s consolidated revenues in both the nine months ended March 31, 2025 and 2024)

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

For the three months ended September 30, 2025, revenues at the Digital Real Estate Services segment increased $22 million, or 5%, as compared to the corresponding period of fiscal 2025.

Revenues at Move increased $13 million, or 9%, to $152 million for the three months ended September 30, 2025 from $139 million in the corresponding period of fiscal 2025, driven by higher sales of RealPRO Select SM , as Move shifts its focus to more premium offerings, and revenue growth in seller, new homes and rentals.

The increase was partially offset by the continued negative impact of the macroeconomic environment on the U.S.

housing market, which resulted in a 1% decrease in lead volumes.

Revenues at REA Group increased $9 million, or 3%, to $327 million for the three months ended September 30, 2025 from $318 million in the corresponding period of fiscal 2025.

The increase was due to higher Australian residential revenues driven by price increases and growth in add-on products and higher financial services revenues from higher settlements, partially offset by the $7 million, or 2%, negative impact of foreign currency fluctuations and lower revenues at REA India.

REA India revenues are expected to be impacted in the near-term by recent divestitures and discontinuations of certain businesses.

For the three months ended September 30, 2025, Segment EBITDA at the Digital Real Estate Services segment increased $18 million, or 13%, 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, higher broker commissions at REA Group from higher settlements and the $4 million, or 3%, negative impact of foreign currency fluctuations.

Book Publishing (25% and 26% of the Company’s consolidated revenues in the three months ended September 30, 2025 and 2024, respectively)

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Consumer $ 510 $ 521 $ (11) (2) %

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Segment EBITDA $ 58 $ 81 $ (23) (28) %

For the three months ended March 31, 2025, revenues at the Book Publishing segment increased $8 million, or 2%, as compared to the corresponding period of fiscal 2024, due to the $12 million impact from the acquisition of a German book publisher, as growth at Christian publishing was offset by lower revenues from General Books.

Digital sales increased by 3% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership.

Digital sales represented approximately 25% of consumer revenues in both the three months ended March 31, 2025 and 2024, and backlist sales represented approximately 65% of consumer revenues during the three months ended March 31, 2025, as compared to 63% in the corresponding period of fiscal 2024.

For the three months ended September 30, 2025, revenues at the Book Publishing segment decreased $12 million, or 2%, as compared to the corresponding period of fiscal 2025, primarily due to lower digital book sales driven by the mix of titles, including the impact of Hillbilly Elegy by J.D.

Vance in the prior year, as well as softness in consumer spending and the timing of ordering from certain customers.

Digital sales decreased by 9% as compared to the corresponding period of fiscal 2025 driven by lower audiobook and e-book sales.

Digital sales represented approximately 23% of consumer revenues in the three months ended September 30, 2025 as compared to 25% in the corresponding period of fiscal 2025.

Backlist sales represented approximately 65% of consumer revenues during the three months ended September 30, 2025 as compared to 64% 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 decrease of $5 million, or 1%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

For the three months ended March 31, 2025, Segment EBITDA at the Book Publishing segment increased $2 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher employee costs.

For the nine months ended March 31, 2025, revenues at the Book Publishing segment increased $74 million, or 5%, as compared to the corresponding period of fiscal 2024, including the $12 million impact from the acquisition of a German book publisher, primarily due to higher physical book sales in the U.K.

and from Christian publishing and higher digital book sales.

Digital sales increased by 8% as compared to the corresponding period of fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales.

Digital sales represented approximately 23% of consumer revenues in both the nine months ended March 31, 2025 and 2024.

Backlist sales represented approximately 63% of consumer revenues during the nine months ended March 31, 2025, as compared to 61% in the corresponding period of fiscal 2024.

For the nine months ended March 31, 2025, Segment EBITDA at the Book Publishing segment increased $34 million, or 16%, as compared to the corresponding period of fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher manufacturing costs due to higher sales volume and higher employee costs.

News Media (26% and 28% of the Company’s consolidated revenues in the nine months ended March 31, 2025 and 2024, respectively)

For the three months ended March 31, For the nine months ended March 31,

2025 2024 Change % Change 2025 2024 Change % Change

(in millions, except %) Better/(Worse) Better/(Worse)

dollar against local currencies resulted in a revenue increase of $5 million, or 1%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

For the three months ended September 30, 2025, Segment EBITDA at the Book Publishing segment decreased $23 million, or 28%, as compared to the corresponding period of fiscal 2025, primarily due to a $13 million write-off of a customer receivable related to the expected closure of a book distributor, the lower revenues discussed above and higher employee costs, partially offset by lower costs related to lower sales volumes.

News Media (26% of the Company’s consolidated revenues in both the three months ended September 30, 2025 and 2024)

For the three months ended September 30,

2025 2024 Change % Change

(in millions, except %) Better/(Worse)

Circulation and subscription $ 289 $ 282 $ 7 2 %

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Segment EBITDA $ 30 $ 18 $ 12 67 %

Revenues at the News Media segment decreased $42 million, or 8%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Advertising revenues decreased $19 million, or 9%, as compared to the corresponding period of fiscal 2024, primarily due to lower print advertising revenues, lower digital advertising revenues at News UK, driven by a decline in traffic, mainly at The Sun , due to algorithm changes at certain platforms, and the $4 million, or 2%, negative impact of foreign currency fluctuations.

Other revenues decreased $13 million, or 20%, primarily driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024.

Circulation and subscription revenues decreased $10 million, or 3%, as compared to the corresponding period of fiscal 2024, primarily due to print volume declines and the $7 million, or 2%, negative impact of foreign currency fluctuations, partially offset by cover price increases and higher content licensing revenues at News UK.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $11 million, or 2%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $6 million, or 22%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

The increase was driven by cost savings initiatives, including lower Talk costs and the combination of News UK’s printing operations with those of DMG Media, partially offset by the decrease in revenues discussed above.

Revenues at the News Media segment decreased $79 million, or 5%, for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Other revenues decreased $35 million, or 17%, primarily driven by the transfer of third-party printing revenue contracts to News UK’s joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $31 million, or 5%, as compared to the corresponding period of fiscal 2024, due to lower print advertising revenues and lower digital advertising revenues at News UK, driven by a decline in traffic, mainly at The Sun , due to algorithm changes at certain platforms, partially offset by higher advertising revenues at Wireless Group and the $3 million positive impact of foreign currency fluctuations.

Circulation and subscription revenues decreased $13 million, or 2%, as compared to the corresponding period of fiscal 2024, driven by print volume declines, partially offset by cover price increases, higher content licensing revenues at News UK, digital subscriber growth and the $4 million 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 $8 million for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Segment EBITDA at the News Media segment increased by $24 million, or 24%, for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

News Corp Australia

Revenues were $204 million for the three months ended March 31, 2025, a decrease of $15 million, or 7%, compared to revenues of $219 million in the corresponding period of fiscal 2024.

Advertising revenues decreased $7 million, or 8%, driven by lower print advertising revenues.

Circulation and subscription revenues decreased $7 million, or 7%, driven by print volume declines, partially offset by cover price increases.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $9 million, or 4%, for the three months ended March 31, 2025 as compared to the corresponding period of 2024.

Revenues were $671 million for the nine months ended March 31, 2025, a decrease of $22 million, or 3%, compared to revenues of $693 million in the corresponding period of fiscal 2024.

Advertising revenues decreased $13 million, or 5%, driven by lower print advertising revenues.

Circulation and subscription revenues decreased $12 million, or 4%, driven by print volume declines and lower content licensing revenues, partially offset by cover price increases and digital subscriber growth.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $4 million for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Revenues were $211 million for the three months ended March 31, 2025, a decrease of $23 million, or 10%, as compared to revenues of $234 million in the corresponding period of fiscal 2024.

Other revenues decreased $15 million, or 58%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $7 million, or 11%, primarily due to lower digital advertising revenues, mainly at The Sun , which includes the impact of algorithm changes at certain platforms, and lower print advertising revenues.

Circulation and subscription revenues decreased $1 million, or 1%, due to the negative impact of foreign currency fluctuations as higher content licensing revenues and cover price increases were largely offset by print volume declines.

The impact of foreign currency fluctuations of the U.S.

dollar against local currencies resulted in a revenue decrease of $1 million, or 1%, for the three months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

Revenues were $644 million for the nine months ended March 31, 2025, a decrease of $57 million, or 8%, as compared to revenues of $701 million in the corresponding period of fiscal 2024.

Other revenues decreased $39 million, or 53%, driven by the transfer of third-party printing revenue contracts to its joint venture with DMG Media in fiscal 2024.

Advertising revenues decreased $21 million, or 11%, driven by lower digital advertising revenues, mainly at The Sun , driven by algorithm changes at certain platforms, and lower print advertising revenues.

Circulation and subscription revenues increased $3 million, or 1%, due to the positive impact of foreign currency fluctuations as cover price increases, higher content licensing revenues and digital subscriber growth were more than offset by print volume declines.

Revenues at the News Media segment increased $4 million, or 1%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $7 million, or 2%, as compared to the corresponding period of fiscal 2025, driven by price increases, digital subscriber growth and the $3 million, or 1%, positive impact of foreign currency fluctuations, partially offset by print volume declines.

Advertising revenues decreased $7 million, or 4%, as compared to the corresponding period of fiscal 2025, due to lower print and digital advertising revenues at News Corp Australia, partially offset by higher digital advertising revenues at the New York Post and the $1 million 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 $11 million, or 2%, for the nine months ended March 31, 2025 as compared to the corresponding period of fiscal 2024.

dollar against local currencies resulted in a revenue increase of $3 million, or 1%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment increased by $12 million, or 67%, for the three months ended September 30, 2025 as compared to the corresponding period of fiscal 2025.

The increase was driven by cost savings initiatives, lower Talk costs and the higher revenues discussed above.

LIQUIDITY AND CAPITAL RESOURCES

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The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand.

As of March 31, 2025, the Company’s cash and cash equivalents were $2.1 billion.

As of September 30, 2025, the Company’s cash and cash equivalents were $2.2 billion .

The Company also has available borrowing capacity under its revolving credit facility (the “Revolving Facility”) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired.

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There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms.

As of March 31, 2025, the Company’s consolidated assets included $937 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, approximately $190 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.

As of September 30, 2025, the Company’s consolidated assets included $720 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, $213 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

RE A Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance.

The principal uses of cash that affect the Company’s liquidity position include the following:

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and the repayment of debt and related interest.

In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses.

In addition to the acquisitions and dispositions disclosed elsewhere, as applicable, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses.

Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.

Issuer Purchases of Equity Securities

The Company’s Board of Directors (the “Board of Directors”) has authorized a repurchase program to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”).

On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2021 Repurchase Program”).

On July 15, 2025, the Company announced a new stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2025 Repurchase Program” and, together with the 2021 Repurchase Program, the “Stock Repurchase Programs”), which is in addition to the remaining authorized amount under the 2021 Repurchase Program.

The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors.

The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.

As of March 31, 2025, the remaining authorized amount under the Repurchase Program was approximately $345 million.

Stock repurchases under the Repurchase Program commenced on November 9, 2021.

The following tables summarize the shares repurchased and subsequently retired and the related consideration paid during the three and nine months ended March 31, 2025 and 2024:

For the three months ended March 31,

(in millions)

Class A Common Stock

0.8 $ 24 0.7 $ 18

Class B Common Stock

1.2 $ 37 1.0 $ 27

For the nine months ended March 31,

The Stock Repurchase Programs have no time limit and may be modified, suspended or discontinued at any time.

As of September 30, 2025, the remaining authorized amount under the Stock Repurchase Programs was approximately $1,216 million.

The following table summarizes the shares repurchased under the Stock Repurchase Programs and subsequently retired and the related consideration paid during the three months ended September 30, 2025 and 2024:

For the three months ended September 30,

(in millions)

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3.0 $ 94 1.3 $ 38

In February 2025, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock.

The dividend was paid on April 9, 2025 to stockholders of record as of March 12, 2025.

In August 2025, the Company’s Board of Directors (the “Board of Directors”) declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock.

The dividend was paid on October 8, 2025 to stockholders of record as of September 10, 2025.

The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors.

The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

Sources and Uses of Cash—For the nine months ended March 31, 2025 versus the nine months ended March 31, 2024

Net cash provided by operating activities from continuing operations for the nine months ended March 31, 2025 and 2024 was as follows:

For the nine months ended

Sources and Uses of Cash—For the three months ended September 30, 2025 versus the three months ended September 30, 2024

Net cash provided by operating activities from continuing operations for the three months ended September 30, 2025 and 2024 was as follows:

For the three months ended

September 30,

(in millions)

Net cash provided by operating activities from continuing operations $ 85 $ 26

Net cash provided by operating activities from continuing operations increased by $68 million for the nine months ended March 31, 2025 as compared to the nine months ended March 31, 2024.

The increase was primarily due to higher Total Segment EBITDA, partially offset by higher working capital and tax payments.

Net cash used in investing activities from continuing operations for the nine months ended March 31, 2025 and 2024 was as follows:

For the nine months ended

Net cash provided by operating activities from continuing operations increased by $59 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

The increase was primarily due to lower working capital and higher Total Segment EBITDA, partially offset by higher tax payments.

Net cash used in investing activities from continuing operations for the three months ended September 30, 2025 and 2024 was as follows:

For the three months ended

September 30,

(in millions)

Net cash used in investing activities from continuing operations $ (101) $ (116)

Net cash used in investing activities from continuing operations decreased by $102 million for the nine months ended March 31, 2025, as compared to the nine months ended March 31, 2024, driven by the $230 million of higher proceeds from sales of investments, primarily REA Group’s interest in PropertyGuru, partially offset by the $78 million increase in cash used for purchases of investments and the $33 million increase in net cash used for acquisitions.

Net cash used in financing activities from continuing operations for the nine months ended March 31, 2025 and 2024 was as follows:

For the nine months ended

Net cash used in investing activities from continuing operations decreased by $15 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, driven by the $34 million decrease in cash used for purchases of investments and $16 million of higher proceeds from sales of investments, partially offset by the $29 million increase in net cash used for acquisitions.

Net cash used in financing activities from continuing operations for the three months ended September 30, 2025 and 2024 was as follows:

For the three months ended

September 30,

(in millions)

Net cash used in financing activities from continuing operations $ (179) $ (109)

Net cash used in financing activities from continuing operations was $425 million for the nine months ended March 31, 2025, as compared to $322 million for the nine months ended March 31, 2024.

During the nine months ended March 31, 2025, the Company had $200 million of borrowing repayments primarily related to REA Group, dividend payments of $128 million to News Corporation stockholders and REA Group minority stockholders and $114 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million at REA Group.

During the nine months ended March 31, 2024, the Company had $353 million of borrowing repayments, primarily related to the refinancing of REA Groups’ debt portfolio, dividend payments of $115 million to News Corporation stockholders and REA Group minority stockholders and $83 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $279 million primarily related to the refinancing at REA Group.

Net cash provided by discontinued operations for the nine months ended March 31, 2025 and 2024 was as follows:

For the nine months ended

(in millions)

Net cash provided by discontinued operations $ 53 $ 18

Net cash provided by discontinued operations does not include intercompany payments related to the shareholder loans with the Company which are eliminated in consolidation.

Net cash used in financing activities from continuing operations was $179 million for the three months ended September 30, 2025, as compared to $109 million for the three months ended September 30, 2024.

During the three months ended September 30, 2025, the Company had $92 million of stock repurchases of outstanding Class A and Class B Common Stock under the Stock Repurchase Programs and dividend payments of $47 million primarily to REA Group minority stockholders.

During the three months ended September 30, 2024, the Company had $57 million of borrowing repayments primarily at REA Group, $38 million of stock repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program and dividend payments of $35 million primarily to REA Group minority stockholders.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $56 million primarily at REA Group.

Reconciliation of Free Cash Flow

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The following table presents a reconciliation of net cash provided by operating activities from continuing operations to free cash flow:

For the nine months ended

For the three months ended

September 30,

(in millions)

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Free cash flow $ 4 $ (49)

Free cash flow in the nine months ended March 31, 2025 was $539 million compared to $475 million in the corresponding period of fiscal 2024.

Free cash flow improved primarily due to higher cash provided by operating activities from continuing operations.

Free cash flow in the three months ended September 30, 2025 was $4 million compared to $(49) million in the corresponding period of fiscal 2025.

Free cash flow improved primarily due to higher cash provided by operating activities from continuing operations, partially offset by higher capital expenditures.

News Corporation Borrowings

As of March 31, 2025, News Corporation had (i) borrowings of $1,965 million, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.

As of September 30, 2025, News Corporation had (i) borrowings of $1,956 million, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.

REA Group Borrowings

As of March 31, 2025, REA Group had A$400 million of undrawn commitments available under the 2024 REA Credit Facility.

During the nine months ended March 31, 2025, REA Group terminated its A$83 million 2024 Subsidiary Facility and repaid the amount outstanding using capacity available under the 2024 REA Credit Facility and terminated its A$200 million 2024 REA Credit Facility—tranche 2 and repaid the amount outstanding using proceeds from the sale of REA Group’s interest in PropertyGuru.

As of September 30, 2025, REA Group had A$200 million of undrawn commitments available under the 2024 REA Credit Facility.

During the three months ended September 30, 2025, REA Group amended its 2024 REA Credit Facility to reduce the total amount available under the facility to A$200 million.

REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by REA Group and certain of its subsidiaries and is non-recourse to News Corp.

HarperCollins Equipment Lease

In October 2025, HarperCollins entered into a finance leasing arrangement for up to $120 million of equipment for a new warehouse (the “Equipment Lease”), which is expected to increase efficiencies.

Interest accrues on amounts drawn under the Equipment Lease based on the Term SOFR plus a margin of 1.475%.

The Equipment Lease may be drawn on until June 30, 2028, after which lease payments commence for a term of 7 years.

The lease obligations are secured by the acquired equipment, and ownership of the equipment acquired under the Equipment Lease will transfer to HarperCollins at the end of the lease term.

The Equipment Lease will be classified as a finance lease on the Company’s balance sheet.

All of the Company’s borrowings contain customary representations, covenants and events of default.

The Company was in compliance with all such covenants at March 31, 2025.

The Company was in compliance with all applicable covenants at September 30, 2025.

See Note 6—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.

1 unchanged sentence

These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.

Upon closing of the Company’s sale of Foxtel on April 2, 2025, certain commitments are no longer the obligation of the Company.

These primarily relate to sports and other programming rights, Foxtel borrowings and certain lease obligations.

The Company’s commitments as of March 31, 2025 have not otherwise changed significantly from the disclosures included in the 2024 Form 10-K.

During the three months ended September 30, 2025, the Company entered into new leases, some of which will commence subsequent to fiscal 2026, and extended the terms of certain other leases.

As a result, the Company has presented its commitments associated with its operating leases in the table below.

The Company’s remaining commitments as of September 30, 2025 have not changed significantly from the disclosures included in the 2025 Form 10-K.

As of September 30, 2025

Payments Due by Period

year 1-3 years 3-5 years More than 5

(in millions)

Operating leases

$ 106 $ 216 $ 177 $ 1,066 $ 1,565

Contingencies

11 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis