What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2026-02-06 · 189 added, 151 removed, 294 unchanged (54% 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 and six months ended December 31, 2025 and 2024.

• Results of Operations —This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2026 and 2025.

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

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

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

• Liquidity and Capital Resources —This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2026 and 2025, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2026.

OVERVIEW OF THE COMPANY’S BUSINESSES

23 unchanged sentences

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

Other Business Developments

2026 Credit Agreement

On March 27, 2026, the Company entered into an amended and restated credit agreement which, among other things, extended the maturity of its credit facilities to five years, increased the capacity under its revolving credit facility from $750 million to $1 billion and increased the amounts outstanding under its term loan A facility from $456 million to $500 million.

Refer to Note 6—Borrowings in the accompanying Consolidated Financial Statements for further detail.

Recent Geopolitical Tensions and Conflicts

The Company is monitoring ongoing geopolitical tensions and conflicts, particularly the recent conflict in Iran and related regional instability.

The conflict has not had a material impact on the Company’s business or results of operations to date.

However, the conflict has disrupted energy supplies and led to increases in global fuel prices, which could heighten inflationary pressures, disrupt global supply chains and adversely impact consumer spending.

The Company will continue to evaluate the evolving macroeconomic environment and will seek to mitigate any impacts where possible.

RESULTS OF OPERATIONS

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,

Results of Operations—For the three and nine months ended March 31, 2026 versus the three and nine months ended March 31, 2025

The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2026 as compared to the three and nine months ended March 31, 2025:

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

2026 2025 Change % Change 2026 2025 Change % Change

16 unchanged sentences

Net income from continuing operations 121 107 14 13 % 513 562 (49) (9) %

Net loss from discontinued operations, net of tax — (23) 23 100 % — (28) 28 100 %

Net income from discontinued operations, net of tax — 30 (30) (100) % — 2 (2) (100) %

Net income 121 137 (16) (12) % 513 564 (51) (9) %

Net income attributable to noncontrolling interests from continuing operations (32) (26) (6) (23) % (119) (135) 16 12 %

Net loss attributable to noncontrolling interests from discontinued operations — 10 (10) (100) % — 16 (16) (100) %

Net (income) loss attributable to noncontrolling interests from discontinued operations — (8) 8 100 % — 8 (8) (100) %

Net income attributable to News Corporation stockholders $ 89 $ 103 $ (14) (14) % $ 394 $ 437 $ (43) (10) %

** not meaningful

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.

Revenues —Revenues increased $176 million, or 9%, and $348 million, or 5%, for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025.

The revenue increase for the three months ended March 31, 2026 was primarily due to higher revenues at the Digital Real Estate Services segment driven by higher revenues at REA Group and Move, at the Dow Jones segment driven by higher circulation and subscription revenues, at the Book Publishing segment driven by higher physical and digital book sales and at the News Media segment due to the positive impact of foreign currency fluctuations.

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

dollar against local currencies resulted in a revenue increase of $26 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.

dollar against local currencies resulted in a revenue increase of $88 million, or 5%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

The revenue increase for the nine months ended March 31, 2026 was primarily due to higher revenues at the Digital Real Estate Services segment driven by higher revenues at REA Group and Move, at the Dow Jones segment driven by higher circulation and subscription and advertising revenues and at the Book Publishing segment driven by higher physical book sales and the impact of recent acquisitions.

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

dollar against local currencies resulted in a revenue increase of $30 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

dollar against local currencies resulted in a revenue increase of $118 million, or 1%, for the nine months ended March 31, 2026 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 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.

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

The increase in operating expenses for the three months ended March 31, 2026 was primarily due to higher costs at the News Media segment driven by the negative impact of foreign currency fluctuations, at the Book Publishing segment driven by higher costs related to higher sales volume and at the Dow Jones segment driven by higher employee costs.

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

dollar against local currencies resulted in an Operating expense increase of $9 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.

dollar against local currencies resulted in an Operating expense increase of $29 million, or 3%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

The increase in operating expenses for the nine months ended March 31, 2026 was primarily due to higher costs at the Book Publishing segment driven by higher costs related to higher sales volume, a $16 million one-time write-off in the second quarter of fiscal 2026 primarily related to inventory at HarperCollins’ international operations and higher employee costs and at the News Media segment driven by the negative impact of foreign currency fluctuations, partially offset by lower Talk costs.

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

dollar against local currencies resulted in an Operating expense increase of $14 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.

dollar against local currencies resulted in an Operating expense increase of $43 million, or 2%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

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

The increase in Selling, general and administrative for the three months ended March 31, 2026 was primarily due to higher costs at the Digital Real Estate Services segment driven by higher marketing costs, higher employee costs primarily at Move and higher broker commissions at REA Group from higher settlements, at the News Media segment driven by the negative impact of foreign currency fluctuations and costs related to the recently launched California Post and at the Dow Jones segment driven by higher employee costs.

The increase was partially offset by lower costs at the Other segment driven by lower employee costs.

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

dollar against local currencies resulted in a Selling, general and administrative increase of $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.

dollar against local currencies resulted in a Selling, general and administrative increase of $43 million, or 5%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

The increase in Selling, general and administrative for the nine months ended March 31, 2026 was primarily due to higher costs at the Dow Jones segment driven by higher employee and marketing costs, at the Digital Real Estate Services segment driven by higher broker commissions at REA Group, higher employee costs primarily at Move and higher marketing costs, partially offset by the absence of $12 million of costs related to the withdrawn offer to acquire Rightmove in the prior year and at the Book Publishing segment primarily due to a $13 million write-off of a customer receivable related to the closure of a book distributor and higher employee costs.

The increase in expense was also due to higher costs at the News Media segment driven by the negative impact of foreign currency fluctuations and costs related to the recently launched California Post .

The increase was partially offset by lower costs at the Other segment driven by lower employee costs.

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

dollar against local currencies resulted in a Selling, general and administrative increase of $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.

dollar against local currencies resulted in a Selling, general and administrative increase of $55 million, or 2%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

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

Impairment and restructuring charges — During the three and nine months ended March 31, 2026, the Company recorded impairment and restructuring charges of $18 million and $67 million, including restructuring charges of $14 million and $50 million, respectively.

During the three and nine months ended March 31, 2025, the Company recorded impairment and restructuring charges of $13 million and $51 million, including restructuring charges of $11 million and $49 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 $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.

Equity losses of affiliates — Equity losses of affiliates worsened by $1 million and improved by $6 million, or 55%, for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025.

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

Interest income (expense), net —Interest income (expense), net improved by $12 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.

Interest income (expense), net —Interest income (expense), net improved by $4 million and $22 million for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025, driven by higher interest income.

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

Other, net —For the three and 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.

Other, net —For the three and nine months ended March 31, 2026 , the Company recorded Other, net of $(18) million and $(27) million, respectively.

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 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 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.

Income tax expense from continuing operations —For the three months ended March 31, 2026, the Company recorded income tax expense of $68 million on pre-tax income from continuing operations of $189 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

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.

The tax rate was impacted by foreign operations which are subject to higher tax rates, remeasurement losses on certain investments with little or no tax benefit and valuation allowances recorded against tax benefits in certain businesses.

For the nine months ended March 31, 2026, the Company recorded income tax expense of $255 million on pre-tax income from continuing operations of $768 million, resulting in an effective tax rate that was higher than the U.S.

statutory tax rate.

The tax rate was impacted by foreign operations which are subject to higher tax 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.

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 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.

The tax rate was impacted by foreign operations which are subject to higher tax rates and 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 valuation allowances recorded against tax benefits in certain businesses offset by lower taxes on the disposition of REA Group’s interest in PropertyGuru .

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 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.

Net income from continuing operations —Net income from continuing operations for the three and nine months ended March 31, 2026 was $121 million and $513 million, respectively, compared to $107 million and $562 million for the corresponding periods of fiscal 2025.

The increase of $14 million, or 13%, and decrease of $49 million, or 9%, for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net income from discontinued operations, net of tax —Net income from discontinued operations, net of tax for both the three and nine months ended March 31, 2026 was nil, compared to $30 million and $2 million for the corresponding periods of fiscal 2025.

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

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

Net income — Net income for the three and 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.

Net income —Net income for the three and nine months ended March 31, 2026 was $121 million and $513 million, respectively, compared to $137 million and $564 million for the corresponding periods of fiscal 2025.

The decreases of $16 million, or 12%, and $51 million, or 9%, for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025 were driven by the factors discussed above.

Net income attributable to noncontrolling interests from continuing operations —Net income attributable to noncontrolling interests from continuing operations increased by $6 million, or 23%, and decreased by $16 million, or 12%, for the three and nine months ended March 31, 2026, respectively, as compared to the corresponding periods of fiscal 2025.

The decrease for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025 was primarily due to the gain recognized on REA Group’s sale of its investment in PropertyGuru in the prior year.

Segment Analysis

11 unchanged sentences

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 six months ended December 31, 2025 and 2024:

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

The following table reconciles Net income from continuing operations to Total Segment EBITDA for the three and nine months ended March 31, 2026 and 2025:

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

2026 2025 2026 2025

5 unchanged sentences

Interest (income) expense, net

(5) (1) (20) 2

Equity losses of affiliates 1 — 5 11

2 unchanged sentences

Total Segment EBITDA $ 343 $ 290 $ 1,204 $ 1,093

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,

The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and nine months ended March 31, 2026 and 2025:

For the three months ended March 31,

(in millions) Revenues Segment

6 unchanged sentences

Total $ 2,185 $ 343 $ 2,009 $ 290

For the six months ended December 31,

For the nine months ended March 31,

(in millions) Revenues Segment

6 unchanged sentences

Total $ 6,691 $ 1,204 $ 6,343 $ 1,093

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,

Dow Jones (28% and 27% of the Company’s consolidated revenues in the nine months ended March 31, 2026 and 2025, respectively)

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

2026 2025 Change % Change 2026 2025 Change % Change

7 unchanged sentences

Segment EBITDA $ 147 $ 132 $ 15 11 % $ 482 $ 437 $ 45 10 %

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.

For the three months ended March 31, 2026, revenues at the Dow Jones segment increased $44 million, or 8%, as compared to the corresponding period of fiscal 2025, primarily due to higher circulation and subscription revenues.

Digital revenues represented 84% of total revenues at the Dow Jones segment for the three months ended March 31, 2026, 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 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.

dollar against local currencies resulted in a revenue increase of $7 million, or 2%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

For the nine months ended March 31, 2026, revenues at the Dow Jones segment increased $126 million, or 7%, as compared to the corresponding period of fiscal 2025, driven by higher circulation and subscription and advertising revenues.

Digital revenues represented 83% of total revenues at the Dow Jones segment for the nine months ended March 31, 2026, 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 increase of $8 million, or 1%, for the six months ended December 31, 2025 as compared to the corresponding period of fiscal 2025.

dollar against local currencies resulted in a revenue increase of $15 million, or 1%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Circulation and Subscription Revenues

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

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

2026 2025 Change % Change 2026 2025 Change % Change

11 unchanged sentences

Total circulation and subscription revenues $ 511 $ 478 $ 33 7 % $ 1,499 $ 1,398 $ 101 7 %

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) ,

Circulation and subscription revenues increased $33 million, or 7%, during the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Professional information business revenues increased $24 million, or 11%, primarily due to the $16 million and $8 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and product expansion.

Circulation and other revenues increased $9 million, or 4%, driven by higher content licensing revenues and increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, including enterprise customers, partially offset by print circulation declines and the absence of a licensing revenue timing benefit in the prior year.

Digital revenues represented 76% of circulation revenue for the three months ended March 31, 2026, as compared to 75% in the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $101 million, or 7%, during the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Professional information business revenues increased $72 million, or 11%, primarily due to the $45 million and $20 million increases in Risk & Compliance and Dow Jones Energy revenues, respectively, driven by price increases, new customers and product expansion.

Circulation and other revenues increased $29 million, or 4%, driven by increased digital circulation revenues due to the conversion of customers from introductory promotions to higher pricing and growth in digital-only subscriptions, including enterprise customers, and higher content licensing revenues, partially offset by print circulation declines.

Digital revenues represented 76% of circulation revenue for the nine months ended March 31, 2026, as compared to 73% in the corresponding period of fiscal 2025.

The following table summarizes average daily consumer subscriptions during the three months ended March 31, 2026 and 2025 for select publications and for all consumer subscription products:

For the three months ended March 31 (b) ,

2026 2025 Change % Change

12 unchanged sentences

Total subscriptions 6,546 6,103 443 7 %

(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.

(a) Based on internal data for the periods from December 29, 2025 through March 29, 2026 and December 30, 2024 through March 30, 2025, respectively.

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

7 unchanged sentences

Advertising Revenues

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.

Advertising revenues increased $5 million, or 6%, during the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025 due to $7 million of higher digital advertising revenues driven by the technology and financial services sectors.

Digital advertising revenues represented 67% of advertising revenue for the three months ended March 31, 2026, as compared to 63% in the corresponding period of fiscal 2025.

Advertising revenues increased $17 million, or 6%, during the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025 due to $17 million of higher digital advertising revenues driven by the technology and financial services sectors.

Digital advertising revenues represented 67% of advertising revenue for the nine months ended March 31, 2026, as compared to 65% in the corresponding period of fiscal 2025.

Segment EBITDA

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,

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

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

Digital Real Estate Services (22% and 21% of the Company’s consolidated revenues in the nine months ended March 31, 2026 and 2025, respectively)

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

2026 2025 Change % Change 2026 2025 Change % Change

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Segment EBITDA $ 155 $ 124 $ 31 25 % $ 519 $ 449 $ 70 16 %

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.

For the three months ended March 31, 2026, revenues at the Digital Real Estate Services segment increased $67 million, or 17%, as compared to the corresponding period of fiscal 2025.

At REA Group, revenues increased $54 million, or 20%, to $325 million for the three months ended March 31, 2026 from $271 million in the corresponding period of fiscal 2025.

The increase was due to the $31 million, or 12%, positive impact of foreign currency fluctuations, higher Australian residential revenues driven by price increases, growth in add-on products and geographic mix and higher financial services revenues from higher settlements, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses.

Revenues at Move increased $13 million, or 10%, to $148 million for the three months ended March 31, 2026 from $135 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 6% 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.

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

For the nine months ended March 31, 2026, revenues at the Digital Real Estate Services segment increased $127 million, or 10%, as compared to the corresponding period of fiscal 2025.

Revenues at REA Group increased $88 million, or 9%, to $1.0 billion for the nine months ended March 31, 2026 from $932 million in the corresponding period of fiscal 2025.

The increase was due to higher Australian residential revenues driven by price increases, growth in add-on products and geographic mix, higher financial services revenues from higher settlements and the $25 million, or 2%, positive impact of foreign currency fluctuations, partially offset by lower revenues at REA India driven by recent divestitures and the discontinuation of certain businesses.

Revenues at Move increased $39 million, or 10%, to $443 million for the nine months ended March 31, 2026 from $404 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,

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

Book Publishing (26% of the Company’s consolidated revenues in both the nine months ended March 31, 2026 and 2025)

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

2026 2025 Change % Change 2026 2025 Change % Change

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Segment EBITDA $ 73 $ 64 $ 9 14 % $ 230 $ 246 $ (16) (7) %

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.

For the three months ended March 31, 2026, revenues at the Book Publishing segment increased $41 million, or 8%, as compared to the corresponding period of fiscal 2025, which includes a $6 million impact from recent acquisitions.

The increase was due to higher physical and digital book sales, driven by Rachel Reid’s Game Changers series, which includes Heated Rivalry .

Digital sales increased by 11% as compared to the corresponding period of fiscal 2025 driven by growth in e-book and audiobook sales.

Digital sales represented approximately 26% of consumer revenues in the three months ended March 31, 2026 as compared to 25% in the corresponding period of fiscal 2025.

Backlist sales represented approximately 64% of consumer revenues during the three months ended March 31, 2026, as compared to 65% in the corresponding period of fiscal 2025.

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

dollar against local currencies resulted in a revenue increase of $8 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 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.

dollar against local currencies resulted in a revenue increase of $12 million, or 2%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

For the three months ended March 31, 2026, Segment EBITDA at the Book Publishing segment increased $9 million, or 14%, as compared to the corresponding period of fiscal 2025, driven by the higher revenues discussed above, partially offset by higher costs due to higher sales volume.

For the nine months ended March 31, 2026, revenues at the Book Publishing segment increased $67 million, or 4%, as compared to the corresponding period of fiscal 2025, which includes a $28 million impact from recent acquisitions.

The increase was primarily due to higher physical book sales, driven by Rachel Reid’s Game Changers series, which includes Heated Rivalry, and strength in Christian Publishing.

Digital sales increased by 1% as compared to the corresponding period of fiscal 2025 driven by growth in e-book sales, partially offset by lower audiobook sales.

Digital sales represented approximately 23% of consumer revenues in both the nine months ended March 31, 2026 and 2025.

Backlist sales represented approximately 62% of consumer revenues during the nine months ended March 31, 2026, as compared to 63% in the corresponding period of fiscal 2025.

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

dollar against local currencies resulted in a revenue increase of $13 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,

dollar against local currencies resulted in a revenue increase of $25 million, or 1%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

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

News Media (24% and 26% of the Company’s consolidated revenues in the nine months ended March 31, 2026 and 2025, respectively)

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

2026 2025 Change % Change 2026 2025 Change % Change

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Segment EBITDA $ 15 $ 33 $ (18) (55) % $ 115 $ 125 $ (10) (8) %

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 $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.

Revenues at the News Media segment increased $24 million, or 5%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $20 million, or 7%, as compared to the corresponding period of fiscal 2025, driven by the $21 million, or 7%, positive impact of foreign currency fluctuations, price increases and digital subscriber growth, partially offset by print volume declines.

Advertising revenues increased $5 million, or 3%, as compared to the corresponding period of fiscal 2025, driven by the $13 million, or 7%, positive impact of foreign currency fluctuations and higher digital advertising revenues, partially offset by lower print advertising revenues, primarily at News UK.

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

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.

dollar against local currencies resulted in a revenue increase of $38 million, or 8%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment decreased by $18 million, or 55%, for the three months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

The decrease was primarily due to lower contribution from News UK and costs related to the recently launched California Post .

Revenues at the News Media segment increased $28 million, or 2%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Circulation and subscription revenues increased $38 million, or 5%, as compared to the corresponding period of fiscal 2025, primarily due to the $30 million, or 4%, positive impact of foreign currency fluctuations, price increases and digital subscriber growth, partially offset by print volume declines.

Advertising revenues decreased $15 million, or 2%, as compared to the corresponding period of fiscal 2025, primarily due to lower print advertising revenues, partially offset by the $19 million, or 4%, positive impact of foreign currency fluctuations.

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

dollar against local currencies resulted in a revenue increase of $15 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.

dollar against local currencies resulted in a revenue increase of $53 million, or 4%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

Segment EBITDA at the News Media segment decreased by $10 million, or 8%, for the nine months ended March 31, 2026 as compared to the corresponding period of fiscal 2025.

The decrease was driven by costs related to the recently launched California Post and lower contribution from News Corp Australia, partially offset by lower Talk costs.

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 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.

As of March 31, 2026, the Company’s cash and cash equivalents were $2.2 billion .

The Company also has available borrowing capacity under the 2026 Revolving Facility (as defined below) 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.

The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next twelve months, including repayment of indebtedness.

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

As of March 31, 2026, the Company’s consolidated assets included $822 million in cash and cash equivalents that were held by its foreign subsidiaries.

Of this amount, $245 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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Issuer Purchases of Equity Securities

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.

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 was in addition to the remaining authorized amount under the 2021 Repurchase Program at that time.

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

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,

The 2025 Repurchase Program has no time limit and may be modified, suspended or discontinued at any time.

As of March 31, 2026, there was no authorized amount remaining under the 2021 Repurchase Program, and the remaining authorized amount under the 2025 Repurchase Program was approximately $851 million.

For the three months ended March 31,

Shares Amount Shares Amount

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7.5 $ 193 1.2 $ 37

For the six months ended December 31,

For the nine months ended March 31,

(in millions)

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16.8 $ 459 4.0 $ 115

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.

Additionally, on February 6, 2026, REA Group announced a share repurchase program authorizing REA Group to purchase up to A$200 million of its outstanding fully paid ordinary shares listed on the ASX (ASX:

The on-market share repurchases will be conducted from time to time in the ordinary course of trading.

The exact amount and timing of the repurchases will be subject to market conditions, REA Group’s share price and other factors and is at REA Group’s discretion.

During the third quarter of fiscal 2026, REA Group repurchased A$70 million (approximately US$49 million) of its shares, with approximately A$130 million remaining under its repurchase program.

In February 2026, 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 April 8, 2026 to stockholders of record as of March 11, 2026.

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 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

Sources and Uses of Cash—For the nine months ended March 31, 2026 versus the nine months ended March 31, 2025

Net cash provided by operating activities from continuing operations for the nine months ended March 31, 2026 and 2025 was as follows:

For the nine months ended

(in millions)

Net cash provided by operating activities from continuing operations $ 815 $ 789

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

Net cash provided by operating activities from continuing operations increased by $26 million for the nine months ended March 31, 2026 as compared to the nine months ended March 31, 2025.

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

Net cash used in investing activities from continuing operations for the nine months ended March 31, 2026 and 2025 was as follows:

For the nine months ended

(in millions)

Net cash used in investing activities from continuing operations $ (379) $ (194)

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

Net cash used in investing activities from continuing operations increased by $185 million for the nine months ended March 31, 2026, as compared to the nine months ended March 31, 2025, driven by $198 million of lower proceeds from sales of investments and the $43 million increase in net cash used for acquisitions, partially offset by the $88 million decrease in cash used for purchases of investments.

Net cash used in financing activities from continuing operations for the nine months ended March 31, 2026 and 2025 was as follows:

For the nine months ended

(in millions)

Net cash used in financing activities from continuing operations $ (676) $ (425)

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.

Net cash used in financing activities from continuing operations was $676 million for the nine months ended March 31, 2026, as compared to $425 million for the nine months ended March 31, 2025.

During the nine months ended March 31, 2026, the Company had $456 million of stock repurchases of outstanding Class A and Class B Common Stock under the Stock Repurchase Programs, dividend payments of $149 million to News Corporation stockholders and REA Group minority stockholders, $100 million of borrowing repayments primarily related to the Term A Loans under the 2022 Credit Agreement and $49 million of repurchases under REA Group’s repurchase program.

The net cash used in financing activities from continuing operations was partially offset by new borrowings of $125 million related to the 2026 Term A Loans in connection with the 2026 Credit Agreement discussed below.

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 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.

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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 six months ended

For the nine months ended

(in millions)

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Free cash flow $ 535 $ 539

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.

Free cash flow in the nine months ended March 31, 2026 was $535 million compared to $539 million in the corresponding period of fiscal 2025.

Free cash flow decreased primarily driven by higher capital expenditures, partially offset by higher cash provided by operating activities from continuing operations.

News Corp expects strong growth in free cash flow for the full fiscal year despite moderately higher capital expenditures.

News Corporation Borrowings

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.

As of March 31, 2026, News Corporation had (i) borrowings of $2.0 billion, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and the 2026 Term A Loans (as defined below), and (ii) $1 billion of undrawn commitments available under the 2026 Revolving Facility (as defined below).

On March 27, 2026, the Company entered into an Amended and Restated Credit Agreement (the “2026 Credit Agreement”) that provides $1.5 billion of unsecured credit facilities (the “2026 Facilities”) to the Company to refinance its existing 2022 Credit Agreement and for general corporate purposes.

The 2026 Facilities are comprised of a $1 billion five-year unsecured revolving credit facility (the “2026 Revolving Facility”) and a $500 million five-year unsecured term loan A credit facility (the “2026 Term A Facility,” and the loans under the 2026 Term A Facility are collectively referred to as “2026 Term A Loans”).

The 2026 Revolving Facility has a sublimit of $100 million available for issuances of letters of credit.

Under the 2026 Credit Agreement, the Company may request increases with respect to either of the 2026 Facilities in an aggregate principal amount not to exceed $250 million.

The loans under the 2026 Revolving Facility will not amortize.

The 2026 Term A Loans will amortize in equal quarterly installments in an aggregate annual amount equal to —%, 2.5%, 2.5%, 5.0% and 5.0%, respectively, of the original principal amount of the 2026 Term A Facility for each 12-month period commencing on June 30, 2026.

All outstanding amounts under the 2026 Credit Agreement with respect to the 2026 Facilities are due on March 27, 2031, unless earlier terminated in the circumstances set forth in the 2026 Credit Agreement.

The Company may request that the maturity date of the revolving credit commitments under the 2026 Revolving Facility be extended under certain circumstances as set forth in the 2026 Credit Agreement for up to two additional one-year periods.

The Company may also request that the maturity date of the 2026 Term A Facility be extended under certain circumstances as set forth in the 2026 Credit Agreement by at least one year.

Interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate formula ((a) through (c) each, a “Relevant Rate”) or (d) the Base Rate formula, each as set forth in the 2026 Credit Agreement.

The applicable margin for borrowings under the 2026 Facilities and the commitment fee for undrawn balances under the 2026 Revolving Facility are based on the pricing grid in the 2026 Credit Agreement, which varies based on the Company’s debt rating as defined in the 2026 Credit Agreement.

As of March 31, 2026, the Company was paying commitment fees of 0.15% on any undrawn balance under the 2026 Revolving Facility and, with respect to any outstanding borrowings under the 2026 Facilities, an applicable margin of 0.25% for a Base Rate borrowing and 1.25% for a Relevant Rate borrowing.

The 2026 Credit Agreement contains certain customary affirmative and negative covenants and events of default with customary exceptions, including limitations on the ability of the Company and the Company’s subsidiaries to incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of all subsidiaries taken as a whole.

In addition, the 2026 Credit Agreement requires the Company to maintain an adjusted operating income net leverage ratio of not more than 3.5 to 1.0, subject to certain adjustments following a material acquisition.

REA Group Borrowings

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.

As of March 31, 2026, REA Group had A$200 million of undrawn commitments available under the 2024 REA Credit Facility.

During the nine months ended March 31, 2026, 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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All of the Company’s borrowings contain customary representations, covenants and events of default.

The Company was in compliance with all applicable covenants at December 31, 2025.

If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreement may be declared immediately due and payable.

The Company was in compliance with all applicable covenants at March 31, 2026.

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 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.

In connection with the 2026 Credit Agreement, the Company refinanced its Term A Loans under the 2022 Credit Agreement during the three and nine months ended March 31, 2026, which included extending the maturity date to March 2031 and modifying the timing of required principal payments.

See Note 6—Borrowings in the accompanying Consolidated Financial Statements.

During the nine months ended March 31, 2026, 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 December 31, 2025 have not changed significantly from the disclosures included in the 2025 Form 10-K.

As of December 31, 2025

As of March 31, 2026

Payments Due by Period

3 unchanged sentences

$ 120 $ 175 $ 172 $ 1,055 $ 1,522

The Company’s remaining commitments as of March 31, 2026 have not changed significantly from the disclosures included in the 2025 Form 10-K.

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