What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-06 compared with 2025-11-07 · 182 added, 119 removed, 263 unchanged (53% of the section changed)

16 unchanged sentences

• 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 months ended September 30, 2025 and 2024.

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

This analysis is presented on both a consolidated basis and a segment basis.

In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the 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.

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

OVERVIEW OF THE COMPANY’S BUSINESSES

24 unchanged sentences

RESULTS OF OPERATIONS

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)

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

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Circulation and subscription $ 792 $ 745 $ 47 6 % $ 1,574 $ 1,488 $ 86 6 %

9 unchanged sentences

Equity losses of affiliates (2) (8) 6 75 % (4) (11) 7 64 %

Interest income, net 6 — 6 **

Interest income (expense), net 9 (3) 12 ** 15 (3) 18 **

Other, net (13) 92 (105) ** (9) 114 (123) **

8 unchanged sentences

** not meaningful

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.

Revenues —Revenues increased $124 million, or 6%, and $172 million, or 4%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

The revenue increase for the three months ended December 31, 2025 was primarily due to higher revenues at the Dow Jones segment driven by higher circulation and subscription and advertising revenues, at the Digital Real Estate Services segment driven by higher revenues at REA Group and Move and at the Book Publishing segment driven by the $15 million impact from recent acquisitions and higher physical book sales.

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

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.

dollar against local currencies resulted in a revenue increase of $26 million, or 2%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

The revenue increase for the six months ended December 31, 2025 was primarily due to higher revenues at the Dow Jones segment driven by higher circulation and subscription and advertising revenues, at the Digital Real Estate Services segment driven by higher revenues at REA Group and Move and at the Book Publishing segment driven by the $22 million impact from recent acquisitions and higher physical book sales.

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

dollar against local currencies resulted in a revenue increase of $30 million, or 1%, for the six months ended December 31, 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 $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.

Operating expenses —Operating expenses increased $45 million, or 5%, and $34 million, or 2%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

The increase in operating expenses for the three months ended December 31, 2025 was primarily due to the Book Publishing segment driven by higher costs related to higher sales volume and a $16 million one-time write-off primarily related to inventory at HarperCollins’ international operations.

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

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.

dollar against local currencies resulted in an Operating expense increase of $9 million, or 1%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

The increase in operating expenses for the six months ended December 31, 2025 was primarily due to the Book Publishing segment driven by a $16 million one-time write-off primarily related to inventory at HarperCollins’ international operations and higher employee costs and at the Digital Real Estate Services segment due to higher employee costs at Move.

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

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.

dollar against local currencies resulted in an Operating expense increase of $14 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Selling, general and administrative —Selling, general and administrative increased $36 million, or 5%, and $80 million, or 5%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

The increase in Selling, general and administrative for the three months ended December 31, 2025 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs and at the Digital Real Estate Services segment driven by higher employee costs, primarily at Move, and higher broker commissions at REA Group from higher settlements.

The increase was partially offset by lower costs at the Other segment, primarily driven by lower equity-based compensation costs.

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

dollar against local currencies resulted in a Selling, general and administrative increase of $11 million, or 2%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

The increase in Selling, general and administrative for the six months ended December 31, 2025 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs, at the Book Publishing segment due to a $13 million write-off of a customer receivable related to the closure of a book distributor and higher employee costs and at the Digital Real Estate Services segment due to higher broker commissions at REA Group and higher employee costs at Move, partially offset by the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year.

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

dollar against local currencies resulted in a Selling, general and administrative increase of $12 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Depreciation and amortization —Depreciation and amortization expense increased $5 million, or 4%, and $10 million, or 4%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

Impairment and restructuring charges — During the three and six months ended December 31, 2025, the Company recorded impairment and restructuring charges of $30 million and $49 million, including restructuring charges of $22 million and $36 million, respectively.

During the three and six months ended December 31, 2024, the Company recorded restructuring charges of $16 million and $38 million, respectively, and there were no impairment charges.

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

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.

Equity losses of affiliates — Equity losses of affiliates improved by $6 million, or 75%, and $7 million, or 64%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

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

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.

Interest income (expense), net —Interest income (expense), net improved by $12 million and $18 million for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025, driven by higher interest income.

See Note 6—Borrowings and Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.

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

Other, net —For the three and six months ended December 31, 2025 , the Company recorded Other, net of $(13) million and $(9) million, respectively.

For the three and six months ended December 31, 2024, the Company recorded Other, net of $92 million and $114 million, respectively, primarily due to the gain recognized on the sale of REA Group’s interest in PropertyGuru.

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

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.

Income tax expense from continuing operations — For the three months ended December 31, 2025, the Company recorded income tax expense of $125 million on pre-tax income from continuing operations of $367 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 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.

For the six months ended December 31, 2025, the Company recorded income tax expense of $187 million on pre-tax income from continuing operations of $579 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 three months ended December 31, 2024, the Company recorded income tax expense of $124 million on pre-tax income from continuing operations of $430 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 six months ended December 31, 2024, the Company recorded income tax expense of $185 million on pre-tax income from continuing operations of $640 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

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

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.

Net income from continuing operations — Net income from continuing operations for the three and six months ended December 31, 2025 was $242 million and $392 million, respectively, compared to $306 million and $455 million for the corresponding periods of fiscal 2025.

The decreases of $64 million, or 21%, and $63 million, or 14%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net loss from discontinued operations, net of tax —Net loss from discontinued operations, net of tax for both the three and six months ended December 31, 2025 was nil, compared to $23 million and $28 million for the corresponding periods of fiscal 2025.

The amounts recognized in fiscal 2025 relate to the reclassification of Foxtel to discontinued operations.

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

Net income —Net income for the three 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.

Net income — Net income for the three and six months ended December 31, 2025 was $242 million and $392 million, respectively, compared to $283 million and $427 million for the corresponding periods of fiscal 2025.

The decreases of $41 million, or 14%, and $35 million, or 8%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations —Net income attributable to noncontrolling interests from continuing operations decreased by $29 million, or 37%, and $22 million, or 20%, for the three and six months ended December 31, 2025, respectively, as compared to the corresponding periods of fiscal 2025.

The decreases were primarily due to the gain recognized on REA Group’s sale of its investment in PropertyGuru in fiscal 2025.

Segment Analysis

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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 months ended September 30, 2025 and 2024:

For the three months ended September 30,

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 2025 2024

(in millions)

3 unchanged sentences

Other, net 13 (92) 9 (114)

Interest income, net (6) —

Interest (income) expense, net (9) 3 (15) 3

Equity losses of affiliates 2 8 4 11

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Total Segment EBITDA $ 521 $ 478 $ 861 $ 803

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,

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

For the three months ended December 31,

(in millions) Revenues Segment

6 unchanged sentences

Total $ 2,362 $ 521 $ 2,238 $ 478

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)

For the six months ended December 31,

(in millions) Revenues Segment

EBITDA Revenues Segment

Dow Jones $ 1,234 $ 335 $ 1,152 $ 305

Digital Real Estate Services 990 364 930 325

Book Publishing 1,167 157 1,141 182

News Media 1,115 100 1,111 92

Other — (95) — (101)

Total $ 4,506 $ 861 $ 4,334 $ 803

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Circulation and subscription $ 497 $ 461 $ 36 8 % $ 988 $ 920 $ 68 7 %

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Segment EBITDA $ 191 $ 174 $ 17 10 % $ 335 $ 305 $ 30 10 %

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.

For the three months ended December 31, 2025, revenues at the Dow Jones segment increased $48 million, or 8%, as compared to the corresponding period of fiscal 2025, due to higher circulation and subscription and advertising revenues.

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

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

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

dollar against local currencies resulted in a revenue increase of $5 million, or 1%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

For the six months ended December 31, 2025, revenues at the Dow Jones segment increased $82 million, or 7%, as compared to the corresponding period of fiscal 2025, primarily due to higher circulation and subscription and advertising revenues.

Digital revenues represented 83% of total revenues at the Dow Jones segment for the six months ended December 31, 2025, as compared to 81% in the corresponding period of fiscal 2025.

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

dollar against local currencies resulted in a revenue increase of $8 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Circulation and Subscription Revenues

For the three months ended September 30,

2025 2024 Change % Change

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Circulation and subscription revenues:

3 unchanged sentences

Dow Jones Energy

75 68 7 10 % 148 136 12 9 %

Other information services

73 70 3 4 % 149 142 7 5 %

Professional information business

1 unchanged sentence

Total circulation and subscription revenues $ 497 $ 461 $ 36 8 % $ 988 $ 920 $ 68 7 %

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) ,

Circulation and subscription revenues increased $36 million, or 8%, during the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Professional information business revenues increased $26 million, or 12%, primarily due to the $16 million and $7 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and new products.

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

Digital revenues represented 76% of circulation revenue for the three months ended December 31, 2025, as compared to 73% in the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $68 million, or 7%, during the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Professional information business revenues increased $48 million, or 11%, primarily due to the $29 million and $12 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and new products.

Circulation and other revenues increased $20 million, or 4%, driven by increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, including enterprise customers, partially offset by print circulation declines.

Digital revenues represented 76% of circulation revenue for the six months ended December 31, 2025, as compared to 73% in the corresponding period of fiscal 2025.

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

For the three months ended December 31 (b) ,

2025 2024 Change % Change

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Total subscriptions 6,508 5,924 584 10 %

(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.

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

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

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Advertising Revenues

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.

Advertising revenues increased $12 million, or 10%, during the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025, primarily due to $9 million of higher digital advertising revenues driven by the financial services sector.

Digital advertising revenues represented 65% of advertising revenue for the three months ended December 31, 2025, as compared to 64% in the corresponding period of fiscal 2025.

Advertising revenues increased $12 million, or 6%, during the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025, primarily due to $10 million of higher digital advertising revenues driven by the financial services sector.

Digital advertising revenues represented 67% of advertising revenue for the six months ended December 31, 2025, as compared to 66% in the corresponding period of fiscal 2025.

Segment EBITDA

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)

For the three months ended December 31, 2025, Segment EBITDA at the Dow Jones segment increased $17 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.

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

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Circulation and subscription $ 2 $ 2 $ — — % $ 4 $ 4 $ — — %

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Segment EBITDA $ 206 $ 185 $ 21 11 % $ 364 $ 325 $ 39 12 %

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)

For the three months ended December 31, 2025, revenues at the Digital Real Estate Services segment increased $38 million, or 8%, as compared to the corresponding period of fiscal 2025.

At REA Group, revenues increased $25 million, or 7%, to $368 million for the three months ended December 31, 2025 from $343 million in the corresponding period of fiscal 2025.

The increase was due to higher Australian residential revenues driven by price increases, growth in add-on products and geographic mix and higher financial services revenues from higher settlements, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses.

Revenues at Move increased $13 million, or 10%, to $143 million for the three months ended December 31, 2025 from $130 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.

Lead volumes increased 13% compared to the corresponding period of fiscal 2025.

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

For the six months ended December 31, 2025, revenues at the Digital Real Estate Services segment increased $60 million, or 6%, as compared to the corresponding period of fiscal 2025.

Revenues at REA Group increased $34 million, or 5%, to $695 million for the six months ended December 31, 2025 from $661 million in the corresponding period of fiscal 2025.

Revenues at Move increased $26 million, or 10%, to $295 million for the six months ended December 31, 2025 from $269 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.

Lead volumes increased 5% compared to the corresponding period of fiscal 2025.

For the six months ended December 31, 2025, Segment EBITDA at the Digital Real Estate Services segment increased $39 million, or 12%, 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 at Move and higher broker commissions at REA Group from higher settlements.

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

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Consumer $ 607 $ 572 $ 35 6 % $ 1,117 $ 1,093 $ 24 2 %

4 unchanged sentences

Segment EBITDA $ 99 $ 101 $ (2) (2) % $ 157 $ 182 $ (25) (14) %

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.

For the three months ended December 31, 2025, revenues at the Book Publishing segment increased $38 million, or 6%, as compared to the corresponding period of fiscal 2025, driven by the $15 million impact from recent acquisitions and higher physical book sales, which reflected strength in Christian Publishing and frontlist titles.

Digital sales increased by 2% as compared to the corresponding period of fiscal 2025 driven by growth in e-books sales.

Digital sales represented approximately 20% of consumer revenues in the three months ended December 31, 2025 as compared to 21% in the corresponding period of fiscal 2025.

Backlist sales represented approximately 59% of consumer revenues during the three months ended December 31, 2025, as compared to 61% in the corresponding period of fiscal 2025.

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

dollar against local currencies resulted in a revenue increase of $8 million, or 1%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

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

For the six months ended December 31, 2025, revenues at the Book Publishing segment increased $26 million, or 2%, as compared to the corresponding period of fiscal 2025, driven by the $22 million impact from recent acquisitions and higher physical book sales, which reflected strength in Christian Publishing, partially offset by lower digital book sales.

Digital sales decreased by 4% 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.

Digital sales represented approximately 22% of consumer revenues in the six months ended December 31, 2025 as compared to 23% in the corresponding period of fiscal 2025.

Backlist sales represented approximately 62% of consumer revenues in both the six months ended December 31, 2025 and 2024.

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

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)

dollar against local currencies resulted in a revenue increase of $13 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

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

News Media (25% and 26% of the Company’s consolidated revenues in the six months ended December 31, 2025 and 2024, respectively)

For the three months ended December 31, For the six months ended December 31,

2025 2024 Change % Change 2025 2024 Change % Change

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

Circulation and subscription $ 293 $ 282 $ 11 4 % $ 582 $ 564 $ 18 3 %

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Segment EBITDA $ 70 $ 74 $ (4) (5) % $ 100 $ 92 $ 8 9 %

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.

Revenues at the News Media segment were flat for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $11 million, or 4%, as compared to the corresponding period of fiscal 2025, driven by price increases, digital subscriber growth and the $6 million, or 2%, 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.

Advertising revenues decreased $13 million, or 6%, as compared to the corresponding period of fiscal 2025, primarily due to lower print advertising revenues, partially offset by the $5 million, or 2%, 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 $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.

dollar against local currencies resulted in a revenue increase of $12 million, or 2%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment decreased by $4 million, or 5%, for the three months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

The decrease was primarily due to lower contribution from News Corp Australia and launch costs related to the California Post .

Revenues at the News Media segment increased $4 million for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $18 million, or 3%, as compared to the corresponding period of fiscal 2025, primarily due to price increases, digital subscriber growth and the $9 million, or 1%, positive impact of foreign currency fluctuations, partially offset by print volume declines.

Advertising revenues decreased $20 million, or 5%, as compared to the corresponding period of fiscal 2025, due to lower print advertising revenues, partially offset by the $6 million, or 1%, positive impact of foreign currency fluctuations.

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

dollar against local currencies resulted in a revenue increase of $15 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment increased by $8 million, or 9%, for the six months ended December 31, 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.

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

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

As of December 31, 2025, the Company’s cash and cash equivalents were $2.1 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 September 30, 2025, the Company’s consolidated assets included $720 million in cash and cash equivalents that were held by its foreign subsidiaries.

As of December 31, 2025, the Company’s consolidated assets included $815 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, $321 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company.

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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,

As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Programs was approximately $1,044 million.

The following tables summarize the shares repurchased under the Stock Repurchase Programs and subsequently retired and the related consideration paid, excluding associated taxes, fees, commissions or other costs, during the three and six months ended December 31, 2025 and 2024:

For the three months ended December 31,

Shares Amount Shares Amount

(in millions)

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6.3 $ 172 1.5 $ 40

For the six months ended December 31,

(in millions)

Class A Common Stock

6.5 $ 177 1.9 $ 51

Class B Common Stock

2.8 89 0.9 27

9.3 $ 266 2.8 $ 78

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.

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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 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,

Sources and Uses of Cash—For the six months ended December 31, 2025 versus the six months ended December 31, 2024

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

For the six months ended

(in millions)

Net cash provided by operating activities from continuing operations $ 316 $ 278

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,

Net cash provided by operating activities from continuing operations increased by $38 million for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024.

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

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

For the six months ended

(in millions)

Net cash used in investing activities from continuing operations $ (251) $ (56)

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,

Net cash used in investing activities from continuing operations increased by $195 million for the six months ended December 31, 2025, as compared to the six months ended December 31, 2024, driven by $172 million of lower proceeds from sales of investments and the $84 million increase in net cash used for acquisitions, partially offset by the $77 million decrease in cash used for purchases of investments.

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

For the six months ended

(in millions)

Net cash used in financing activities from continuing operations $ (419) $ (342)

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.

Net cash used in financing activities from continuing operations was $419 million for the six months ended December 31, 2025, as compared to $342 million for the six months ended December 31, 2024.

During the six months ended December 31, 2025, the Company had $264 million of stock repurchases of outstanding Class A and Class B Common Stock under the Stock Repurchase Programs and dividend payments of $104 million to News Corporation stockholders and REA Group minority stockholders.

During the six months ended December 31, 2024, the Company had $196 million of borrowing repayments primarily related to REA Group, dividend payments of $92 million to News Corporation stockholders and REA Group minority stockholders and $78 million of stock repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million 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 three months ended

September 30,

For the six months ended

(in millions)

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Free cash flow $ 136 $ 121

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 in the six months ended December 31, 2025 was $136 million compared to $121 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 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.

As of December 31, 2025, News Corporation had (i) borrowings of $1,951 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 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.

As of December 31, 2025, REA Group had A$200 million of undrawn commitments available under the 2024 REA Credit Facility.

During the six months ended December 31, 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.

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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.

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

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

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

The Company was in compliance with all applicable covenants at December 31, 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.

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

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.

During the six months ended December 31, 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

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

As of December 31, 2025

Payments Due by Period

16 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