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Item 1A. Risk Factors

2026-08-07 compared with 2025-08-06 · 157 added, 153 removed, 185 unchanged (63% of the section changed)

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See “Business Overview” for more information regarding competition within each of the Company’s segments.

This competition continues to intensify as a result of changes in technologies, including developments in generative AI, platforms and business models and corresponding changes in consumer and customer behavior.

This competition continues to intensify as a result of changes in technologies, including developments in AI, platforms and business models and corresponding changes in consumer and customer behavior.

For example, the proliferation of content distribution platforms and media channels, as well as AI-generated content, have (i) increased the choices available to consumers for content consumption and the risk of content commoditization and (ii) adversely impacted, and may continue to adversely impact, demand and pricing for the Company’s products and services.

Consumption of the Company’s content on third-party platforms reduces its control over how its content is discovered, displayed and monetized and may affect its ability to attract, retain and monetize consumers directly and compete effectively.

Generative AI-powered chatbots, search overviews and other tools using models trained or grounded on the Company’s content or that produce responses that contain, are similar to or are based on the Company’s content without permission, attribution or compensation, have, and may continue to, reduce traffic to, and subscriber demand for, the Company’s digital products and services and harm existing and potential revenue streams.

Technological advances, including in AI, have also increased the availability of public sources of free or inexpensive information and reduced the cost to process and package this information, which enables additional third parties to compete with the Company’s information products and services, often at a lower cost, and potentially diminishes their perceived value.

Third-party platforms like search engines, social media and AI platforms and digital marketplaces, some of which offer competing products or services, have significant influence over how the Company’s content and other products and services are discovered and displayed.

Changes these platforms make to algorithms, ranking methodologies, presentation, placement, user interfaces, access terms or pricing affect the Company’s ability to attract, retain and monetize consumers and compete effectively.

As these platforms and other emerging competitors continue to incorporate AI features and launch AI-powered products and services such as chatbots, agents, assistants and enhanced search and recommendation tools, they are changing how users discover and consume content and services, including by retaining users within their own digital ecosystems instead of referring them to the Company’s properties.

Increased adoption of these AI-powered tools, products and services, especially those offered by platforms with large embedded audiences, have, and may continue to, reduce traffic to, subscriber demand for, and engagement with, the Company’s digital products and services and harm existing and potential revenue streams.

Technological advances, particularly in AI, have reduced barriers to entry by, among other things, increasing the availability of public sources of free or inexpensive information and decreasing the cost to collect, process and package this information.

Rapid advancements in AI coding tools may also allow new and existing competitors to create competing offerings quickly and at a lower cost.

These developments have, and may continue to, enable additional third parties to compete with the Company’s information products and services and potentially diminish their perceived value.

The Company’s ability to compete depends on many factors, including its ability to:

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

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

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

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

• develop new products and services and consistently anticipate and respond to consumer and customer needs and preferences, which change frequently and are difficult to predict;

• effectively protect and monetize its intellectual property;

• manage and adapt to changes made by large digital platforms that affect the visibility of its content and other products and services (and, in turn, visits and advertiser interest), which occur frequently and are outside the Company’s control;

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

• continue improving and scaling its data and technology infrastructure.

The Company expects to continue to pursue new strategic initiatives, incorporate new technologies and develop new and enhanced products and services to remain competitive.

These include licensing arrangements with certain large platforms for the use of its content by or on such platforms, the continued expansion into new business models and adjacencies at its digital real estate services businesses, streaming audio partnerships for its books, multi-product digital bundles and other innovative digital news products and experiences.

The Company is also developing additional products and services that incorporate AI solutions to enhance insights and value for consumers and customers and respond to industry trends.

The Company expects to continue to pursue various strategic initiatives, incorporate new technologies and develop new and enhanced products and services to remain competitive.

These include additional licensing arrangements with large platform operators, AI companies and other partners for the use of its content, the continued expansion into different business models and adjacencies, streaming audio partnerships for its books, multi-product digital bundles and other innovative digital news products and experiences.

The Company is also developing products and services that incorporate AI solutions to enhance insights and value for consumers and customers and using AI to improve efficiency and productivity internally.

The Company has incurred, and expects to continue to incur, significant costs in connection with these efforts, including costs relating to the initiatives referenced above, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing technologies and attract and retain employees with the necessary knowledge and skills.

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For example, not all of the Company’s content license agreements have been renewed, and there is no guarantee that existing agreements will be renewed on terms favorable to the Company or at all.

Some of the Company’s current and potential competitors have greater resources, fewer regulatory burdens, better competitive positions in certain areas, greater operating capabilities, greater access to sources of content, data, information, technology (including AI) or other services or strategic relationships and/or easier access to financing.

These advantages may allow them to respond more effectively to changes in technology, consumer and customer needs and preferences and market conditions, including by developing new or enhanced products and services or leveraging new technologies, including generative AI, more quickly or successfully than the Company.

scale, financial leverage and/or access to content, data, information, technology (including AI) and other offerings.

If the Company is unable to compete successfully, its business, results of operations and financial condition could be adversely affected.

These advantages may allow them to develop products or services that compete with, or otherwise supplant, the Company’s products and services, more easily enter its markets or respond more effectively to changes in technology, consumer and customer needs and preferences and market conditions, including by developing new or enhanced products and services or leveraging new technologies, including AI, more quickly or successfully than the Company.

Continued consolidation or strategic alliances in certain industries in which the Company operates or otherwise affecting the Company’s businesses may increase these advantages, including through greater scale, financial leverage and/or access to content, data, information, technology (including AI) and other offerings.

If the Company is unable to compete successfully, its business, results of operations and financial condition will be adversely affected.

Macroeconomic and Market Conditions and Other Events Outside the Company’s Control May Adversely Affect the Company’s Business.

The Company’s business is subject to risks and uncertainties from events and circumstances outside its control that impact macroeconomic and market conditions or disrupt its business, including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, pandemics and other health crises, natural disasters, severe weather events (which may occur with increasing frequency and intensity), political or social unrest, terrorism or other similar events.

Recent changes in political policies and priorities in the U.S.

and internationally, including expanded or retaliatory tariffs and other trade barriers, and an increase in hostilities and conflicts have created business and economic uncertainty and lowered consumer confidence.

These conditions, as well as inflationary pressures, changes in monetary policy, elevated interest rates, recessionary or stagflation concerns, geopolitical tensions, supply chain disruptions and volatile foreign currency exchange rates, have affected, and may in the future, adversely affect the U.S.

The Company’s business is subject to risks and uncertainties from events and circumstances outside its control that impact macroeconomic and market conditions or disrupt its business, particularly in the U.S., Australia and the U.K., including economic weakness, uncertainty or volatility, geopolitical tensions, conflicts or wars, government or regulatory policies, natural disasters, severe weather events, political or social unrest, terrorism, pandemics and other health crises or other similar events.

Recent political policies and priorities in the U.S.

and internationally, including an increase in hostilities and conflicts and tariffs and other trade barriers, have continued to create business and economic uncertainty, renewed inflationary pressures and lowered consumer confidence.

These conditions, as well as changes in monetary policy, elevated interest rates, recessionary or stagflation concerns, labor market uncertainty, supply chain disruptions, increased energy and commodity costs and volatile foreign currency exchange rates, have affected, and may in the future adversely affect, the U.S.

and global economies and markets and the Company’s business.

During fiscal 2025, persistent inflation in home prices and other housing-related costs, elevated interest rates and lower levels of consumer confidence continued to adversely impact the U.S.

real estate market and depress real estate lead and transaction volumes and adjacent businesses at the Digital Real Estate Services segment.

Recent economic uncertainty and lower consumer confidence have also contributed to softer consumer spending within the U.S.

During fiscal 2026, high home prices and other housing-related costs, low inventory, elevated interest rates and lower levels of consumer confidence continued to adversely impact the U.S.

real estate market and the Digital Real Estate Services segment.

Recently enacted Australian housing reform legislation may impact listing volumes and the Company’s digital real estate services business in Australia.

Economic uncertainty and lower consumer confidence have also contributed to softer consumer spending within the U.S.

book publishing industry, which may continue in the near term.

These and other events or conditions outside the Company’s control have in the past also resulted in, and could in the future lead to, disruption of the Company’s business, a tightening of, or more limited access to, the credit and capital markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer net worth and a decline in other markets such as energy and commodities, and could, in turn, lead to a broader, prolonged economic downturn.

Such downturns have resulted, and could in the future result, in lower advertising expenditures, lower demand for the Company’s products and services, unfavorable changes in the mix of products and services purchased, pricing pressures, longer sales and payment cycles, a credit ratings downgrade and/or higher borrowing costs and decreased ability of third parties to satisfy their obligations to the Company and have adversely affected, and could in the future adversely affect, the Company’s business, results of operations, financial condition and liquidity.

The Company is particularly exposed to business risks in the U.S., Australia and the U.K., its three main operating geographies.

Such downturns typically result in lower advertising expenditures, lower demand for the Company’s products and services, unfavorable changes in the mix of products and services purchased, pricing pressures, longer sales and payment cycles, higher borrowing costs and decreased ability of third parties to satisfy their obligations to the Company and have adversely affected, and could in the future adversely affect, the Company’s business, results of operations, financial condition and liquidity.

The Company may also be impacted by other events outside its control, such as developments in the industries in which it operates.

residential real estate industry, settlements of recent class action lawsuits against certain brokerages and franchisors, as well as NAR, have led to changes in NAR’s rules and practices, including elimination of the cooperative compensation rule, thereby prohibiting REALTOR® MLSs from publishing buyer broker compensation offers.

While the impact of such changes is uncertain and difficult to predict, if they significantly affect how home buyers and sellers engage with agents or negatively impact agent commissions, that could reduce the number of leads and other services agents purchase from Move and adversely affect its business and results of operations or require changes to its business model.

The settlements are also being appealed, and the Company cannot predict the final outcomes of these matters or any future lawsuits, which could result in additional changes that impact the industry.

A Decline in Customer Advertising Expenditures Could Cause the Company’s Revenues and Operating Results to Decline Significantly.

The Company generates substantial revenues from the sale of advertising, and a decline in advertising revenues has had, and could continue to have, an adverse effect on its business, financial condition and results of operations.

Shifting consumer preferences toward digital content consumption and the increasing number of content consumption choices have intensified competition for advertising, increased audience fragmentation and advertising inventory and decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers.

Different ways of purchasing advertising such as programmatic buying channels have further shifted advertising from traditional media to digital offerings, some of which generate lower rates or are not otherwise as beneficial to the Company.

Large digital platforms command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the Company’s digital properties, which drives advertiser spending.

Visibility on these platforms depends on algorithms that are outside the Company’s control and change frequently, and recent changes have adversely affected traffic to some of the Company’s digital properties, particularly in the U.K.

Certain of these platforms also control significant technologies such as ad servers on which the Company’s digital advertising operations rely, and interruptions or changes affecting these technologies, including the economic terms, could adversely impact advertising revenues and/or operating costs.

the phase-out of support for third-party cookies and mobile identifiers, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues.

There can be no assurance that the Company will be able to successfully navigate the evolving digital advertising market or that its digital advertising revenues will be able to offset declines in advertising revenue from traditional media offerings.

residential real estate industry, lawsuits and regulatory investigations, as well as pressure from industry participants, have led to changes in established rules and practices.

Settlements of class action lawsuits against certain brokerages and franchisors, as well as NAR, resulted in changes to NAR’s rules and practices, including how buyer broker commissions are offered and negotiated.

Evolving industry dynamics are shifting some listing inventory away from traditional centralized public MLS databases to private listing networks and alternative digital platforms.

The impact of these and any other changes to industry rules and practices that may result from any further litigation, settlements, regulatory scrutiny or market shifts could affect how home buyers and sellers engage with agents and agent commissions, impact the quality or quantity of Move’s listing data and its audience size or reduce the number of leads and other services agents purchase from Move and adversely affect its business and results of operations or require changes to its business model.

The Company’s Businesses Depend on a Single or Limited Number of Suppliers for Certain Products, Services, Data and Information, and Reductions, Interruptions or Other Issues Affecting Their Supply or a Significant Increase in Price Could Have an Adverse Effect on the Company’s Business, Results of Operations and Financial Condition.

The Company’s businesses depend on a single or limited number of third-party suppliers for certain products, services, data and information.

The Company relies on Amazon Web Services to supply cloud-based services used in many of the Company’s business activities and Google to provide workspace and other enterprise services.

The Company’s products, services and internal tools integrating AI rely on third-party AI platforms, foundation models, cloud-hosted AI services or other vendor-provided technologies.

The Company also obtains significant data and information through contractual arrangements with content suppliers, some of which may be competitors.

From time to time, suppliers seek to change the fees and other terms of supply arrangements and may terminate existing arrangements, in some cases with short notice, to gain a marketplace advantage.

Any consolidation among suppliers would further decrease the number of providers and increase their scale and leverage.

Issues affecting the Company’s suppliers, including cybersecurity incidents, data center or systems outages, labor shortages, insufficient capacity and supply chain issues, may reduce, interrupt, or delay the supply of, or cause defects or errors in, the products, services, technologies, data and information on which the Company’s businesses rely.

If any key supplier is unable to meet demand or otherwise fails to perform its obligations in a timely manner, the Company’s relationship with key suppliers deteriorates or any of these suppliers breaches or terminates its agreement with the Company, experiences operating or financial difficulties, significantly increases the amount it charges the Company for necessary products, services, technologies, data or information or ceases production or provision, or limits the extent or manner of use, of any significant or necessary product, service, technology, data or information, the Company’s business, results of operations and financial condition may be adversely affected.

While the Company will seek alternative sources where possible and/or permissible under applicable agreements, it may not be able to secure these sources quickly and cost-effectively or at all, which could impair its ability to timely deliver its products and services or operate its business.

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

The Company generates substantial revenues from the sale of advertising, and declines in advertising revenues have had, and could continue to have, an adverse effect on its business, results of operations and financial condition.

Consumer preferences for digital content consumption, the increasing number of content consumption choices and different ways of purchasing advertising such as programmatic buying have intensified competition for advertising, increased audience fragmentation and advertising inventory, decreased demand for the Company’s traditional media offerings and their attractiveness to advertisers and reduced rates.

Large digital platforms with extensive user data and targeting capabilities command a substantial share of the digital advertising market and are also responsible for a significant amount of traffic to the Company’s digital properties, which drives advertiser spending.

Changes made by platform operators, including decreasing referrals, the incorporation of AI engines with different algorithms and changes impacting visibility, occur frequently, are outside the Company’s control and have adversely affected, and could adversely affect, traffic and engagement for the Company’s digital properties and consequently, advertising sales and rates.

As the advertising industry evolves in response to AI-driven changes in content discovery and consumption, the Company will need to adapt to new advertising formats, delivery methods, strategies and offerings in order to compete successfully for advertising budgets.

Certain large digital platforms control significant technologies such as ad servers on which the Company’s digital advertising operations rely, and interruptions or changes affecting these technologies, including the economic terms, could adversely impact advertising revenues and/or operating costs.

Evolving standards for the delivery of digital advertising, the development and implementation of technology, standards, regulations, policies and practices and changing consumer expectations that adversely affect the Company’s ability to deliver, target or measure the effectiveness of its advertising, including reduced support for online tracking technologies, as well as platform and browser requirements, news blocking or bias and new privacy regulations, may also negatively impact digital advertising revenues.

There can be no assurance that the Company will be able to successfully navigate the evolving digital advertising market or that its digital advertising

revenues will be able to offset declines in advertising revenue from traditional media offerings.

The Company’s advertising revenue is also affected generally by national and local economic and business conditions, which tend to be cyclical, as well as election and other news cycles.

During fiscal 2025, factors such as trade issues, geopolitical tensions and conflicts and elevated interest rates contributed to continued economic uncertainty, reduced spending by advertisers and lower advertising revenues at certain of the Company’s businesses.

Other events outside the Company’s control, including inflationary pressures, recessionary or stagflation concerns, supply chain disruptions, natural disasters, extreme weather, pandemics and other widespread health crises, political and social unrest or acts of terrorism, have had, and may in the future have, a similar impact.

During fiscal 2026, factors such as geopolitical tensions and conflicts and elevated interest rates contributed to continued economic uncertainty, reduced spending by advertisers and lower advertising revenues at certain of the Company’s businesses.

Other events outside the Company’s control, including inflationary pressures, trade issues, recessionary or stagflation concerns, supply chain disruptions, natural disasters, extreme weather, pandemics and other widespread health crises, political and social unrest or acts of terrorism, have had, and may in the future have, a similar impact.

Certain sectors of the economy account for a significant portion of the Company’s advertising revenues, including retail, technology and finance.

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Advertising sales are also dependent on the accurate measurement of demand for the Company’s products and services, and any difficulty or failure in doing so, particularly for digital offerings or across multiple platforms, may adversely impact advertising volume and rates or, in the case of inaccuracies, the Company’s reputation and relationships with advertisers.

The Company’s Reputation, Credibility and Brands are Key Assets and Competitive Advantages, and its Business and Results of Operations May be Affected by How the Company is Perceived.

The Company’s products and services are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal and premier news brands in Australia and the U.K., Dow Jones, HarperCollins Publishers, realestate.com.au, Realtor.com ® and many others, and the Company believes its success depends on its continued ability to maintain and enhance these brands.

The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer and customer trust or a perception that the Company’s products and services, such as its journalism, real estate information, benchmark and pricing services and other data and information, are low quality, unreliable, biased or fail to maintain independence and integrity, including as a result of AI tools misattributing inaccurate or misleading information to the Company.

The Company’s brands and reputation may also be impacted by its sustainability and corporate responsibility efforts and disclosures and positions the Company, its businesses or its publications take or do not take on social issues.

Various stakeholders, regulators and lawmakers have expressed or pursued different, and sometimes conflicting, views, expectations and/or legislation on ESG-related matters, and the Company may not be able to successfully navigate these divergent viewpoints and/or legislation.

Significant negative claims or publicity regarding the Company’s products and services, operations, customer service, management, employees, advertisers and other business partners, business decisions, positions on sustainability and corporate responsibility issues and culture may damage its brands or reputation and result in legal liability, even if such claims are untrue.

To the extent the Company’s brands, reputation and credibility are damaged, the Company’s ability to attract and retain consumers, customers, advertisers and employees, as well as the Company’s sales, business opportunities and profitability, could be adversely affected, which could in turn have an adverse impact on its business and results of operations.

Developments in AI, Including the Company’s Use of AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.

The Company is incorporating AI into its business, including developing products and services that integrate AI solutions and for internal productivity purposes.

The development of AI-based products and services can be complex and costly, the technology is evolving rapidly and there are challenges associated with achieving desired levels of accuracy, efficiency and reliability.

AI algorithms, models and data may have limitations, including biases, errors or the inability to handle certain data types or scenarios.

If the Company’s use of AI in its products and services is viewed negatively by customers or the public or it produces content, responses, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory or otherwise problematic or to violate intellectual property rights, it may negatively impact its brands and reputation and adversely affect its business, and the Company may be subject to legal and regulatory scrutiny and increased litigation.

Additionally, if the Company’s products and services that integrate AI solutions fail to operate as anticipated or as well as competing products or services or otherwise do not meet customer needs or if the Company is unable to bring such products or services to market as effectively or with the same speed as its competitors, its competitive position may be harmed and its business and reputation may be adversely impacted.

The use of AI may implicate intellectual property, data protection and employment laws and regulations, impact the Company’s ability to protect its data and intellectual property and raise cybersecurity, confidentiality and technical risks.

Regulation of AI is evolving rapidly, including the increasing adoption of AI-focused consumer protection and data privacy laws in certain jurisdictions, and the Company’s use of AI will continue to require resources to address changing and disparate regulatory requirements, implement appropriate governance practices and minimize associated risks.

The Company’s obligations to comply with the evolving legal and regulatory landscape could limit its ability to incorporate certain AI solutions into its products and services.

The use of AI tools may also impact the Company’s relationship

with employees and/or result in labor disputes if the tools are viewed as displacing workers.

Given that the development, adoption and use of AI technologies continues to evolve rapidly, it is not possible to predict all of the risks related to the use of AI and the impact they may have on the Company.

The Company Has Completed, and May Continue to Engage in, Strategic Transactions, Including Acquisitions, Investments and Divestitures, That Introduce Significant Risks and Uncertainties.

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The Company’s ability to continue to make acquisitions or investments depends on the availability of suitable businesses at acceptable prices, receipt of any necessary government or other approvals and whether restrictions are imposed by governmental bodies or regulations, and competition for certain types of acquisitions is significant.

The Company has also divested and may in the future divest certain assets or businesses that no longer fit with its strategic direction or growth targets or for other business reasons such as its recent divestiture of Foxtel.

The Company has also divested and may in the future divest certain assets or businesses that no longer fit with its strategic direction or growth targets or for other business reasons.

Divestitures require the Company to expend costs and management and operational resources, and the Company may not be able to find buyers on favorable terms or complete any particular transaction.

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The Company may have continued financial exposure to divested businesses through continuing equity ownership, retention of certain liabilities related to the divested business, indemnities, guarantees or other post-closing obligations, transition services and deferred payments.

The Company’s businesses depend on a single or limited number of third-party suppliers for certain products, services, data and information.

For example, the Company relies on Amazon Web Services to supply cloud-based services used in many of the Company’s business activities and Google to provide workspace and other enterprise services.

The Company also obtains significant data and information through contractual arrangements with content suppliers, some of which may be competitors.

From time to time, suppliers seek to change the fees and other terms of supply arrangements and may terminate existing arrangements, in some cases with short notice, to gain a marketplace advantage.

Any consolidation among suppliers would further decrease the number of providers and increase their scale and leverage.

Issues affecting the Company’s suppliers, including cybersecurity incidents, data center or systems outages, labor shortages, insufficient capacity and supply chain issues, may reduce, interrupt, or delay the supply of, or cause defects or errors in, the products, services, data and information on which the Company’s businesses rely.

If any key supplier is unable to meet demand or otherwise fails to perform its obligations in a timely manner, the Company’s relationship with key suppliers deteriorates or any of these suppliers breaches or terminates its agreement with the Company, experiences operating or financial difficulties, significantly increases the amount it charges the Company for necessary products, services, data or information or ceases production or provision of any necessary product, service, data or information, the Company’s business, results of operations and financial condition may be adversely affected.

The Company’s Reputation, Credibility and Brands are Key Assets and Competitive Advantages and its Business and Results of Operations May be Affected by How the Company is Perceived.

The Company’s products and services are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal and premier news brands in Australia and the U.K., Dow Jones, HarperCollins Publishers, realestate.com.au, Realtor.com® and many others, and the Company believes its success depends on its continued ability to maintain and enhance these brands.

The Company’s brands, credibility and reputation could be damaged by incidents that erode consumer and customer trust or a perception that the Company’s products and services, such as its journalism, real estate information, benchmark and pricing services and other data and information, are low quality, unreliable, biased or fail to maintain independence and integrity, including as a result of generative AI tools misattributing incorrect information to the Company.

The Company’s brands and reputation may also be impacted by its sustainability and corporate responsibility commitments and disclosures and positions the Company, its businesses or its publications take or do not take on social issues.

Changes in reporting methodologies, available data or the Company’s operations or reporting processes and disparate and evolving reporting standards, including regulatory requirements, may impact the Company’s disclosure and progress towards achieving its commitments.

Various stakeholders, regulators and lawmakers also have expressed or pursued different, and sometimes conflicting, views, expectations and/or legislation on ESG-related matters, and the Company may not be able to successfully navigate these divergent viewpoints and/or legislation.

Any Significant Increase in the Cost to Print and Distribute the Company’s Books and Newspapers or Disruption in the Company’s Supply Chain or Printing and Distribution Channels May Adversely Affect the Company’s Business, Results of Operations and Financial Condition.

Printing and distribution costs, including the cost of paper, are a significant expense for the Company’s book and newspaper publishing units, and the price of paper has historically been volatile.

Printing and distribution costs, including the cost of paper, are a significant expense for the Company’s book and newspaper publishing businesses.

The price of paper has historically been volatile, and the closure of several newsprint suppliers during fiscal 2026 resulted in an increase in the market price for newsprint.

The Company also relies on third-party suppliers for deliveries of paper and on third-party printing and distribution partners to print and distribute its books and newspapers.

Factors such as inflationary pressures, labor shortages, higher transportation costs and delays and other supply chain issues, financial pressures, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers and partners), labor unrest, changes in laws and regulations, such as the E.U.’s Deforestation Regulation, natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises, tariffs or other changes in trade policy or other circumstances affecting the Company’s paper and other third-party suppliers and print and distribution partners have increased, or could in the future increase, the Company’s printing and distribution costs and lead to disruptions, reduced operations or consolidations within the Company’s printing and distribution supply chains and/or of third-party print sites and/or distribution routes.

Factors such as inflationary pressures, higher transportation costs and delays and other supply chain issues, financial pressures, industry trends or economics (including the closure or conversion of newsprint mills and consolidation among suppliers and partners), changes in laws and regulations, such as the E.U.’s Deforestation Regulation, labor shortages or unrest, natural disasters, extreme weather, pandemics and other widespread health crises, tariffs or other changes in trade policy or other circumstances affecting the Company’s paper and other third-party suppliers and print and distribution partners have increased, or could in the future increase, the Company’s printing and distribution costs and lead to disruptions, reduced operations or consolidations within the Company’s printing and distribution supply chains and/or of third-party print sites and/or distribution routes.

The Company may not be able to secure alternative providers quickly and cost-effectively, which could disrupt printing and distribution operations or increase the cost of printing and distributing the Company’s books and newspapers.

Significant increases in these costs, undersupply or significant disruptions in the supply chain or the Company’s printing and distribution channels have had, and could in the future have, an adverse effect on the Company’s business, results of operations and financial condition.

Developments in AI, Including the Company’s Use of AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.

The Company is incorporating AI into its business, including developing products and services that integrate AI solutions and for internal productivity purposes.

The development of AI technologies, including generative AI, is complex and evolving and there are challenges associated with achieving desired levels of accuracy, efficiency and reliability.

AI algorithms, models and data may have limitations, including biases, errors or the inability to handle certain data types or scenarios.

If the Company’s use of AI in its products and services produces content, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory or infringing or otherwise problematic, it may negatively impact its brands and reputation and adversely affect its business, and the Company may be subject to legal and regulatory scrutiny and increased litigation.

The use of AI tools may implicate intellectual property and data protection laws and regulations and raise cybersecurity, confidentiality and technical risks.

Regulation of AI is evolving rapidly, including the recent adoption of AI-focused consumer protection and data privacy laws in certain jurisdictions, and the Company’s use of AI tools will continue to require resources to address regulatory requirements, implement appropriate governance practices and minimize associated risks.

The Company’s obligations to comply with the evolving legal and regulatory landscape could limit its ability to incorporate certain AI solutions into its products and services.

The use of AI tools may also impact the Company’s relationship with employees and/or result in labor disputes if the tools are viewed as displacing workers.

Given that the development, adoption and use of AI technologies, including generative AI, remains in the early stages, it is not possible to predict all of the risks related to the use of AI and the impact they may have on the Company.

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

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

A substantial portion of the Company’s revenues are derived outside the U.S., and the Company may continue to expand its international operations.

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(2) economic uncertainties and volatility in local markets, including as a result of trade policies, inflationary pressures or a general economic slowdown or recession, and political or social instability;

(3) the impact of events in relevant jurisdictions such as geopolitical tensions and conflicts, natural disasters, extreme weather (which may occur with increasing frequency and intensity), pandemics and other widespread health crises and acts of terrorism or war;

(3) the impact of events in relevant jurisdictions such as geopolitical tensions and conflicts, war, natural disasters, extreme weather, pandemics and other widespread health crises and acts of terrorism;

(4) compliance with foreign laws, regulations and policies and potential adverse changes thereto, including with respect to tax regimes, ownership restrictions, restrictions on repatriation of funds and currency exchange, data privacy, intellectual property, competition, AI, consumer protection and labor and employment, as well as U.S.

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These risks have been, and may in the future be, exacerbated by actions the Company takes from time to time in order to optimize its businesses.

The loss of key employees, the failure to attract, retain and motivate other highly qualified people or higher costs associated with these efforts has the potential to harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations.

Furthermore, as the Company continues to automate processes and integrate AI capabilities into its workflows, it must continuously equip and empower its workforce to adapt to these changing operational environments.

The loss of key employees, the failure to attract, retain and motivate other highly qualified people, a failure to effectively upskill talent and manage this organizational change or higher costs associated with these efforts may harm the Company’s business, including the ability to execute its business strategy, and negatively impact its results of operations.

The Company is Subject to Payment Processing Risk Which Could Lead to Adverse Effects on the Company’s Business and Results of Operations.

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The Company relies on internal systems and third-party vendors to process payment.

Acceptance and processing of these payment methods are subject to certain certifications, rules, regulations and industry standards and require payment of interchange and other fees.

To the extent there are increases in payment processing fees, material changes in the payment ecosystem, delays in receiving payments from payment processors, errors in charges, failures to comply with, or changes to, certifications, rules, regulations or industry standards concerning payment processing, loss of payment processing partners and/or disruptions or failures in payment processing systems or payment products, the Company’s ability to accept payments or retain customers could be negatively affected, it may be subject to fines and increased costs and it could suffer reputational harm, all of which may adversely impact its results of operations.

The Company and its payment processing partners also experience fraudulent use of payment methods, and these efforts are becoming increasingly sophisticated.

Acceptance and processing of these payment methods are subject to certifications, rules, regulations, industry standards and laws and require payment of interchange and other fees.

Increases in payment processing fees, material changes in the payment ecosystem, delays in receiving payments from payment processors, errors in charges, failures to comply with, or changes to, certifications, rules, regulations, industry standards or laws concerning payment processing, loss of payment processing partners and/or disruptions or failures in payment processing systems or payment products could negatively impact the Company’s ability to accept payments or retain customers, result in fines, increased costs, monitoring and reputational harm and adversely impact its results of operations.

The Company and its payment processing partners also experience fraudulent use of payment methods and may experience unauthorized access to payment systems, and these efforts are becoming increasingly sophisticated, including from the use of AI tools.

If the Company is unable to maintain its fraud and chargeback rates at acceptable levels, card networks may impose fines and additional card authentication requirements or terminate the Company’s ability to process payments.

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The Company has experienced, and may in the future experience, labor unrest, including strikes or work slowdowns, in connection with the negotiation of collective bargaining agreements.

A significant labor dispute could cause delays in production or other business interruptions and may result in higher costs or other unfavorable terms in connection with new collective bargaining agreements, which could reduce profit margins and have an adverse effect on the Company’s business and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.

A significant labor dispute could cause delays in production or other business interruptions, result in higher costs or other unfavorable terms in connection with new collective bargaining agreements and have an adverse effect on the Company’s business, results of operations and reputation, and these risks may be exacerbated by labor constraints and inflationary pressures on employee wages and benefits.

Risks Related to Intellectual Property

Unauthorized Use of the Company’s Content and Other Intellectual Property May Decrease Revenue and Adversely Affect the Company’s Business and Profitability.

The Company’s success depends on its ability to maintain, enforce and monetize the rights in its content and other intellectual property, and unauthorized use of its brands, digital journalism and other content, books and other intellectual property affects their value.

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

The Company’s success depends on its ability to maintain, enforce and monetize the rights in its content and other intellectual property, and unauthorized use of its brands, digital journalism and other content, books, proprietary data and other intellectual property affects their value.

Developments in technology, including advancements in AI, the wide availability of higher internet bandwidth and increased computing power, facilitate unauthorized use of the Company’s intellectual property by making it easier to create, access, copy, distribute and exploit unlicensed material on a wide-scale, systematic basis.

For example, recent advances and continued rapid development in AI have led to unauthorized exploitation of the Company’s content and other intellectual property, both in the training and grounding of models as well as output produced by generative AI tools.

While the Company seeks to limit the threat of unauthorized use through various means, such activities are difficult to monitor and prevent and these efforts are costly and not always successful, particularly as threats emerge and evolve rapidly and infringement efforts become increasingly sophisticated.

The proliferation of unauthorized use of the Company’s content undermines lawful distribution channels and reduces the revenue that the Company could receive from the legitimate sale, licensing and distribution of its content.

Protection of the Company’s intellectual property rights is dependent on the scope and duration of its rights as defined by

applicable laws in the U.S.

For example, developments in AI have led to unauthorized scraping, crawling and other exploitation of the Company’s content and other intellectual property, both in the training and grounding of models as well as output retrieved or displayed by AI tools.

While the Company seeks to limit the threat of unauthorized use through various means, such activities are difficult to monitor and prevent and these efforts are costly, may in some cases result in the Company’s content being excluded from third-party platforms and are not always successful, particularly as threats emerge and evolve rapidly and infringement efforts become increasingly sophisticated.

The proliferation of unauthorized use of the Company’s intellectual property undermines lawful distribution channels and reduces the revenue that the Company could receive from the legitimate sale, licensing and distribution of its content and other intellectual property.

Protection of the Company’s intellectual property rights is dependent on the scope and duration of its rights under applicable laws in the U.S.

and abroad and the applicability of any legal defenses and/or exceptions to those laws.

If those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights or make applicable any legal defenses and/or exceptions, including in relation to unauthorized use of the Company’s content by generative AI developers, or if existing laws are changed or not effectively enforced, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.

Some recent lower court decisions have found that unlicensed use of copyrighted materials for the training of AI models could, under the specific facts and circumstances presented, constitute “fair use” and therefore not a copyright violation.

The application of existing laws and regulations to new technologies, including generative AI, continues to be unsettled and is changing rapidly, and laws and regulations may differ from jurisdiction to jurisdiction.

If those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights or make applicable any legal defenses and/or exceptions, including in relation to unauthorized use of the Company’s content by AI developers, or if existing laws are changed or not effectively enforced, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.

Some lower court decisions have found that unlicensed use of copyrighted materials for the training of AI models could, under the specific facts and circumstances presented, constitute “fair use” and therefore not a copyright violation.

The application of existing laws and regulations to new technologies, including AI, continues to be unsettled and is changing rapidly, and laws and regulations may differ from jurisdiction to jurisdiction.

Legal developments in these areas and the failure of legal and technological protections to evolve appropriately in response to technological advancements could make it more difficult for the Company to adequately protect and monetize its intellectual property, negatively impact its value and further increase the Company’s enforcement costs.

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

The Company’s businesses rely on a combination of trademarks, trade names, copyrights, patents, domain names, trade secrets and other proprietary rights, as well as licenses, confidentiality agreements and other contractual arrangements, to establish, obtain and protect the intellectual property and brand names used in their businesses.

The Company believes its proprietary trademarks, trade names, copyrights, patents, domain names, trade secrets and other intellectual property rights are important to its continued success and its competitive position.

However, the Company cannot ensure that these intellectual property rights or those of its licensors (including the NAR License) and suppliers will be enforced or upheld if challenged or that these rights will protect the Company against infringement claims by third parties, and effective intellectual property protection may not be available in every country or region in which the Company operates or where its products and services are available.

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

The Company’s businesses rely on a combination of trademarks, trade names, copyrights, patents, domain names, trade secrets and other proprietary rights, database protection laws, as well as licenses, confidentiality agreements and other contractual arrangements, to establish, obtain and protect the intellectual property and brand names used in their businesses.

The Company believes its intellectual property rights are important to its continued success and its competitive position.

However, the Company cannot ensure that these intellectual property rights or those of its licensors (including the NAR License) and suppliers will be enforced or upheld if challenged or that these rights will protect the Company against infringement claims by third parties, and effective intellectual property protection may not be available everywhere the Company operates or its products and services are available.

The Company is engaged in litigation to enforce its intellectual property rights and may in the future be required to file additional lawsuits.

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A Breach, Failure, Misuse of or Other Incident Involving the Company’s or its Third-Party Providers’ Network and Information Systems or Other Technologies Could Cause a Disruption of Services or Adversely Impact the Confidentiality, Integrity or Availability of Systems, Information or Data, Resulting in Increased Costs, Loss of Revenue, Reputational Damage or Other Harm to the Company’s Business.

Network and information systems and other technologies used by the Company or used or supplied by third-party providers or partners, including those related to content delivery, network management and cloud-based services (collectively, the “Systems”), are critical to the Company’s business activities and contain its proprietary, confidential and sensitive business information, including personal data of its customers and personnel.

Events affecting the Systems such as computer compromises, cyber threats and attacks, computer viruses or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals (including employees) or state-sponsored or other groups, or any combination of the foregoing, as well as power, telecommunications and internet outages, equipment failure, fire, natural disasters, extreme weather (which may occur with increasing frequency and intensity), terrorist activities, war, human or technological error or malfeasance that may affect such systems, could cause a failure, compromise, breach or interruption of these Systems, adversely impact the confidentiality, integrity or availability of the Systems or information or data maintained in the Systems, disrupt the Company’s services and business, or otherwise negatively impact its business, results of operations and reputation.

Network and information systems and other technologies used by the Company or used or supplied by third-party providers or partners, including those related to content delivery, network management and cloud-based services (collectively, the “Systems”), are critical to the Company’s business activities and process, store or transmit its proprietary, confidential and sensitive business information, including personal data of its customers and personnel.

Events affecting the Systems such as computer compromises, cyber threats and attacks, computer viruses or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals (including employees) or state-sponsored or other groups, or any combination of the foregoing, as well as power, telecommunications and internet outages, equipment failure, fire, natural disasters, extreme weather, terrorist activities, war, human or technological error or malfeasance that may affect such Systems, could cause a failure, compromise, breach or interruption of these Systems, adversely impact the confidentiality, integrity or availability of the Systems or information or data processed, stored or transmitted by the Systems, disrupt the Company’s services and business, or otherwise negatively impact its business, results of operations and reputation.

Unauthorized parties may also fraudulently induce the Company’s employees or other agents to disclose sensitive or confidential information in order to gain access to the Systems or the Company’s or third parties’ facilities or data.

In addition, any “bugs,” errors or other defects in, or the improper implementation of, hardware or software applications the Company develops or procures from third parties could unexpectedly disrupt the Company’s network and information systems or other

technologies or compromise information security.

System resilience and/or redundancy, and the Company’s disaster recovery and business continuity planning, may not be sufficient to address all potential cyber events or other disruptions.

The risks associated with cyberattacks are increasing, particularly as the Company’s digital businesses expand.

The number of cyberattacks continues to rise, and such attacks are becoming increasingly more sophisticated, targeted and difficult to detect, mitigate and prevent, particularly with the emergence and maturation of AI capabilities, which has led to new and more effective methods of cyberattacks.

A number of factors further heighten cybersecurity risks, such as (1) the high profile nature of the Company’s businesses, (2) geopolitical tensions and conflicts, (3) remote access to Company systems by employees, (4) the increasing number of integrations and network connections with third-party providers and customers and (5) access to Systems, products and services by Company personnel, customers and other third parties using personal devices outside of the Company’s network and apps or tools available on such devices, including AI tools.

System resilience and/or redundancy, and the Company’s disaster recovery and business continuity planning, may not be sufficient to address all potential cyber or other events.

The risks associated with cyberattacks are increasing, particularly as AI use continues to grow and the Company’s digital businesses expand.

The number of cyberattacks continues to rise, and such attacks are becoming increasingly more sophisticated, targeted and difficult to detect, mitigate, prevent and remedy, particularly with the evolution of AI capabilities, including those that facilitate the discovery and exploitation of vulnerabilities.

A number of factors further heighten cybersecurity risks, such as (1) the high profile nature of the Company’s businesses, (2) geopolitical tensions and conflicts, (3) remote access to Company Systems by employees and contractors, (4) the increasing number of integrations and network connections with third-party providers, customers and partners and (5) access to Systems, products and services by Company personnel, customers and other third parties using personal devices and apps or tools available on such devices, including AI tools.

Acquisitions or other transactions could also expose the Company to cybersecurity risks if there are vulnerabilities present in acquired or integrated entities’ systems and technologies.

The Company has experienced, and will continue to be subject to, cybersecurity threats.

To date, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company.

However, there is no assurance that cybersecurity threats or incidents will not have a material adverse effect in the future.

To date, the Company has not determined that any cybersecurity incident has materially affected or is reasonably likely to materially affect the Company.

However, there is no assurance that cybersecurity threats or incidents will not have a material adverse effect on the Company.

Measures that the Company and its third-party providers or partners have developed and implemented to address risks arising from Systems-related events may not always be successful, particularly given that techniques used to access, disable or degrade service, or sabotage Systems have continued to become more sophisticated and change frequently, and some measures may limit the functionality of or otherwise negatively impact the Company’s products, services and Systems.

Additionally, it is difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods.

It is difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods, and failure by the Company’s third-party providers, customers and partners to notify it of security breaches or other issues relating to their systems or data in a timely manner and with sufficient detail could exacerbate these challenges.

The development and maintenance of the Company’s security and resilience measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome these measures become more sophisticated.

Events affecting the Systems could require significant Company resources to remedy.

The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.

While the Company maintains cyber risk insurance, this insurance may not be sufficient to cover, or extend to, all costs or damage relating to any cybersecurity incident, and the Company cannot be certain that its current coverage will continue to be available on economically reasonable terms.

A significant failure, compromise, breach, interruption of or other incident affecting the Systems could adversely impact the confidentiality, integrity or availability of the Systems or information or data maintained in the Systems and result in a disruption of the Company’s operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, fines, penalties and other payments, response, recovery and remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses.

Any such event that results in loss, improper access to or disclosure of information maintained in the Systems, including financial, personal and credit card data, as well as confidential and proprietary information relating to personnel, customers, vendors and the Company’s business, including its intellectual property, could subject the Company to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy, as well as private individual or class action lawsuits or regulatory enforcement actions.

The Company may also be required to notify certain governmental agencies and/or regulators and affected individuals about any actual or perceived data security breach within strict time periods and at significant cost.

A significant failure, compromise, breach, interruption of or other incident affecting the Systems could adversely impact the confidentiality, integrity or availability of the Systems or information or data processed, stored or transmitted by the Systems and result in a disruption of the Company’s operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, fines, penalties and other payments, response, recovery and remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses.

Any such event that results in loss, improper access to or disclosure of information processed, stored or transmitted by the Systems, including financial, personal and credit card data, as well as confidential and proprietary information relating to personnel, customers, vendors and the Company’s business, including its intellectual property, could subject the Company to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy, as well as private individual or class action lawsuits or regulatory enforcement actions.

The Company may also be required to make public disclosures or notify certain governmental agencies and/or regulators and affected individuals about any actual or perceived data security breach within strict time periods and at significant cost.

In addition, it may take considerable time for the Company to investigate and evaluate the full impact of cybersecurity incidents, particularly for sophisticated attacks.

As a result, the Company may not be able to promptly provide full and reliable information about the incident to its regulators, vendors, customers and the public.

Media or other reports of actual or perceived security vulnerabilities in any Systems could also adversely impact the Company’s brand and reputation and materially affect its business, results of operations and financial condition.

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

In the course of its business, the Company collects, stores, uses and transmits personal data from consumers, customers, employees and other sources.

In the course of its business, the Company collects, stores, uses, processes and transmits personal data from consumers, customers, employees and other sources.

Certain of the Company’s information services businesses also use content that includes personal data from public and government records, other publicly available information and media.

As a result, the Company and its activities are subject to various and increasing laws and regulations in the U.S.

and internationally governing the collection, use, sharing and transfer, storage and retention of personal data, as well as multiple emerging laws and regulations pertaining to data security, which have implications for a number of its business practices.

Examples include the E.U.’s GDPR and the UK GDPR, each of which expands the regulation of personal data processing throughout the E.U.

and the U.K., respectively, and significantly increases maximum penalties for non-compliance, as well as a number of U.S.

federal and state data privacy laws.

Recently enacted state data privacy laws, in particular, establish certain transparency rules, put greater restrictions on the collection, use and disclosure of personal information of their respective state residents and provide such residents with certain rights regarding their personal information.

As a result, the Company and its activities are subject to various and increasing U.S.

federal, state and local and international laws and regulations governing the collection, use, sharing and transfer, storage and retention of personal data, as well as multiple emerging laws and regulations pertaining to data security, which have implications for a number of its business practices.

Examples include the E.U.’s GDPR and the UK GDPR, each of which regulates personal data processing throughout the E.U.

and the U.K., respectively, and provides significant penalties for non-compliance, as well as U.S.

federal data privacy laws, and a significant and growing number of state and local laws.

State data privacy laws, in particular, establish certain transparency rules, put greater restrictions on the collection, use and disclosure of personal information of their respective state residents and provide such residents with certain rights regarding their personal information.

See “Governmental Regulation—Data Privacy and Security Regulation” for more information.

These laws and regulations are increasingly complex and continue to evolve, and substantial uncertainty surrounds their scope and application.

Moreover, data privacy and security laws may conflict from jurisdiction to jurisdiction.

Complying with these laws

and regulations is costly and resource-intensive and, from time to time, requires the Company to change its business practices or limit or restrict aspects of its business in a manner adverse to its operations, including by restricting the collection and/or disclosure of information that enables it to target and measure the effectiveness of advertising.

Moreover, data privacy and security laws often conflict from jurisdiction to jurisdiction.

Complying with these laws and regulations is costly and resource-intensive and, from time to time, requires the Company to change its business practices or limit or restrict aspects of its business in a manner adverse to its operations, including by restricting the collection, use and/or disclosure of information for targeted advertising, use in certain products and services or for pricing and other purposes.

The Company’s failure to comply, even if inadvertent or in good faith, or as a result of a compromise, breach or interruption of the Company’s systems by a third party, could result in exposure to enforcement by U.S.

federal, state or local or foreign governments or private parties, notification and remediation costs, loss of customers, as well as significant negative publicity and reputational damage, especially as regulators are increasingly focused on consumer privacy, particularly in connection with services directed to children, targeted advertising and consent practices.

federal, state or local or foreign governments or private parties and the payment of significant penalties, notification and remediation costs, loss of customers, as well as significant negative publicity and reputational damage, especially as regulators are increasingly focused on consumer privacy and enforcement efforts, particularly in connection with services directed to children, targeted advertising and consent practices.

The Company may also be subject to liability under relevant contractual obligations and has expended, and may in the future expend, resources to defend, remedy or address any claims.

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(4) limit their flexibility to plan for and adjust to changing business and market conditions in the industries in which they operate and increase their vulnerability to general adverse economic and industry conditions;

(5) require them to dedicate a substantial portion of their cash flow to make interest and principal payments on their debt, thereby limiting the availability of their cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements;

(5) require them to dedicate a substantial portion of their cash flow to interest and principal payments on their debt, thereby limiting the availability of their cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements;

(6) subject them to higher levels of indebtedness than their competitors, which may cause a competitive disadvantage and may reduce their flexibility in responding to increased competition;

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The ability of the Debtors to satisfy their debt service obligations (including any repurchase obligations upon a change in control) and to fund other cash needs will depend on the Debtors’ future performance and other factors such as changes in interest rates affecting the Debtors’ variable rate indebtedness.

Although the Company has hedged its interest rate exposure, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties.

Although the Company has hedged a portion of its interest rate exposure, there can be no assurance that it will be able to continue to do so at a reasonable cost or at all, or that there will not be a default by any of the counterparties.

If the Debtors do not generate enough cash to pay their debt service obligations and fund their other cash requirements, they may be required to restructure or refinance all or part of their existing debt, sell assets, borrow more money or raise additional equity, any or all of which may not be available on reasonable terms or at all.

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In addition, the Debtors’ outstanding Debt Documents contain financial and operating covenants that may limit their operational and financial flexibility.

These covenants include compliance with, or maintenance of, certain financial tests and ratios and may, depending on the applicable Debtor and subject to certain exceptions, restrict or prohibit such Debtor and/or its subsidiaries from, among other things, incurring or guaranteeing debt, undertaking certain transactions (including certain investments and acquisitions), disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in transactions with affiliates, making repayments of certain other loans, undergoing fundamental business changes and/or paying dividends or making other restricted payments and investments.

These covenants include compliance with, or maintenance of, certain financial tests and ratios and may, depending on the applicable Debtor and subject to certain exceptions, restrict or prohibit such Debtor and/or its subsidiaries from, among other things, incurring or guaranteeing debt, undertaking certain transactions (including certain investments and acquisitions), disposing of certain properties or assets (including subsidiary stock), merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, entering into financial arrangements with certain subsidiaries, making repayments of certain other loans, undergoing fundamental business changes and/or paying dividends or making other restricted payments and investments.

Various risks, uncertainties and events could affect the Debtors’ ability to comply with these restrictions and covenants.

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jurisdictions, including Australia and the U.K.

The Company’s effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets.

The Company’s effective tax rate is impacted by the tax laws, treaties, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax laws, treaties and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets.

Changes to enacted tax laws could have an adverse impact on the Company’s future tax rate and increase its tax provision.

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The Company’s Business Could Be Adversely Impacted by Changes in Law, Governmental Policy and Regulation.

Various aspects of the Company’s activities are subject to regulation in numerous jurisdictions around the world, and the introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and

changes in existing laws and regulations in those countries or the interpretation or enforcement thereof, have increased its compliance risk and could have a negative impact on its interests.

Benchmarks provided by the Company’s Dow Jones Energy business may be subject to regulatory frameworks in the E.U.

and other jurisdictions.

See “Governmental Regulation—Benchmark Regulation” for more information.

The Company and its newspaper publishing businesses in the U.K.

are subject to regulation and oversight as a result of the implementation of recommendations of the Leveson inquiry into the U.K.

press and new legislation restricting foreign investment in U.K.

Additionally, the Company’s radio stations in the U.K.

and Ireland and Talk are subject to governmental regulation by Ofcom.

See “Governmental Regulation—U.K.

The Company’s activities are subject to laws and regulations in numerous jurisdictions around the world, including with respect to antitrust, tax, data privacy and security, intellectual property, employment, defamation or libel, consumer protection and other matters.

In addition to the broad legal and regulatory requirements that apply to its business generally, specific areas of the Company’s operations are subject to specialized regulatory regimes.

See “—Benchmark Regulation,” “—U.K.

Press-Related Regulation” and “—U.K.

Radio Broadcasting and On-Demand Services Regulation,” respectively, for more information.

A number of new laws and regulations, reporting requirements and policies relating to ESG matters have been adopted in the U.S.

Radio Broadcasting and On-Demand Services Regulation” under “Governmental Regulation” for more information.

The introduction of new laws and regulations in countries where the Company’s products and services are produced or distributed, and changes in existing laws and regulations in those countries or the interpretation or enforcement thereof, have increased its compliance risk and could have a negative impact on its interests.

Expanding regulation of digital services and related business practices and scrutiny and enforcement by consumer protection authorities may impose restrictions on the Company’s digital consumer platforms and data-driven initiatives, including with respect to pricing and subscription practices.

A number of laws and regulations, reporting requirements and policies relating to ESG matters have been adopted in the U.S.

and internationally.

Laws and regulations governing new or evolving technologies, including generative AI, are also developing and remain unsettled, and legal and regulatory developments in this area could impact the Company’s business.

See “The Company’s Use of AI may Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.” Laws and regulations may vary between local, state, federal and international jurisdictions and sometimes conflict, and the interpretation and enforcement of those laws and regulations may be inconsistent and unpredictable.

For example, there has been an increase in proposed or enacted “anti-ESG” or “anti-DEI” legislation, regulation, policies, enforcement priorities and directives in some jurisdictions that conflict with ESG-related requirements in other jurisdictions.

Many of these laws and regulations, particularly those relating to new or evolving technologies, such as generative AI, pricing algorithms or ESG matters, are complex, technical and changing rapidly.

Laws and regulations governing new or evolving technologies, including AI, are also developing and remain unsettled, and legal and regulatory developments in this area could impact the Company’s business.

See “Developments in AI, Including the Company’s Use of AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.” Laws and regulations, including those related to ESG matters, may vary between local, state, federal and international jurisdictions and sometimes conflict, and the interpretation and enforcement of those laws and regulations may be inconsistent and unpredictable.

Many of these laws and regulations, particularly those relating to new or evolving technologies (such as AI), pricing algorithms or ESG matters, are complex, technical and changing rapidly.

The Company may incur substantial costs or be required to modify its business practices, implement new reporting processes and devote substantial management attention in order to comply with applicable laws and regulations and could incur substantial penalties or other liabilities and reputational damage in the event of any failure to comply, including as a result of conflicting requirements.

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(8) announcements by the Company or its competitors of significant acquisitions or dispositions;

(9) technological developments and disruptions, including evolving AI capabilities and the announcement of new AI tools and services;

(10) changes in earnings estimates by securities analysts or the Company’s ability to meet its earnings guidance, if any;

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(13) results from material litigation or governmental investigations;

(14) sales of additional shares, or the perception of future sales, by the Company or any significant stockholders;

(15) changes in capital gains taxes and taxes on dividends affecting stockholders;

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Murdoch, also serves as Executive Chair and Chief Executive Officer of FOX.

This ownership or service to both companies may create, or may create the appearance of, conflicts of interest when faced with decisions that could have different implications for the Company and FOX.

This ownership or service to both companies may create, or give the appearance of, conflicts of interest when faced with decisions that could have different implications for the Company and FOX.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between the Company and FOX regarding the terms of the agreements governing the indemnification of certain matters.

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Rupert Murdoch, certain members of his family and certain family trusts (so long as such persons continue to own, in the aggregate, 10% or more of the voting stock of each of the Company and FOX), each of which is referred to as a covered stockholder, are or may become stockholders, directors, officers, employees or agents of FOX and certain of its affiliates.

The Company’s Amended and Restated By-laws further provide that any such overlapping person will not be liable to the Company, or to any of its stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity (other than certain types of restricted business opportunities set forth in the Company’s Amended and Restated By-laws) to FOX instead of the Company.

The Company’s Amended and Restated By-laws provide that any such overlapping person will not be liable to the Company, or to any of its stockholders, for breach of any fiduciary duty that would otherwise exist because such individual directs a corporate opportunity (other than certain types of restricted business opportunities set forth in the Company’s Amended and Restated By-laws) to FOX instead of the Company.

This could result in an overlapping person submitting any corporate opportunities other than restricted business opportunities to FOX instead of the Company.

Certain Provisions of the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws and the Ownership of the Company’s Common Stock by the Murdoch Family Trust May Discourage Takeovers, and the Concentration of Ownership Will Affect the Voting Results of Matters Submitted for Stockholder Approval.

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

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

9 unchanged sentences

These provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company, even in the case where a majority of the stockholders may consider such proposals, if effective, desirable.

In addition, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust (“MFT”), which beneficially owns less than one percent of the Company’s outstanding Class A Common Stock and approximately 40.6% of the Company’s Class B Common Stock as of June 30, 2025, K.

Rupert Murdoch may be deemed to be a

beneficial owner of the shares beneficially owned by the MFT.

Rupert Murdoch, however, disclaims any beneficial ownership of these shares.

Rupert Murdoch beneficially owns or may be deemed to beneficially own an additional less than one percent of the Company’s Class B Common Stock as of June 30, 2025.

Rupert Murdoch may be deemed to beneficially own in the aggregate less than one percent of the Company’s Class A Common Stock and approximately 41.2% of the Company’s Class B Common Stock as of June 30, 2025.

This concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.

Additionally, the ownership concentration of Class B Common Stock by the MFT increases the likelihood that proposals submitted for stockholder approval that are supported by the MFT will be adopted and proposals that are not supported by the MFT will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock.

The Company’s Board of Directors has authorized two $1 billion stock repurchase programs for the Company’s Class A and Class B Common Stock, which have increased and could in the future further increase the percentage of Class B Common Stock held by the MFT.

The Company has entered into a stockholders agreement with the MFT pursuant to which the Company and the MFT have agreed not to take actions that would result in the MFT and Murdoch family members collectively owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the MFT’s voting power by more than 1.75% in any rolling 12-month period.

The MFT would forfeit votes to the extent necessary to ensure that the MFT and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch family member votes their own shares differently from the MFT on any matter.

In addition, all of the shares of Class A Common Stock and the majority of the shares of Class B Common Stock formerly held by the Murdoch Family Trust were transferred to LGC Holdco, a Delaware limited liability company owned by certain Murdoch family trusts (collectively, the “LGC Family Trusts”).

LGC Holdco beneficially owns less than one percent of the Company’s outstanding Class A Common Stock and approximately 34.52% of the Company’s Class B Common Stock as of June 30, 2026.

The voting and disposition of the shares of Class A Common Stock and Class B Common Stock held by LGC Holdco is, subject to certain limited exceptions, decided solely by a managing director of LGC Holdco’s sole manager who is appointed, and may be replaced, by Lachlan K.

As a result, Lachlan K.

Murdoch may be deemed to be the beneficial owner of the shares owned by LGC Holdco.

Murdoch, however, disclaims beneficial ownership of such shares.

This ownership concentration of Class B Common Stock and associated concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.

Additionally, such ownership concentration increases the likelihood that proposals submitted for stockholder approval that are supported by LGC Holdco will be adopted and proposals that are not supported by LGC Holdco will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock.

LGC Holdco’s interests may be different from, or conflict with, the interests of the Company’s other stockholders and, as a result, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of the Company and may negatively affect the market price of its common stock.

The Company’s Board of Directors has authorized a $1 billion stock repurchase program for the Company’s Class A and Class B Common Stock, which has increased and could in the future further increase the percentage of Class B Common Stock held by LGC Holdco.

The Company has entered into a stockholders agreement with LGC Holdco and the LGC Family Trusts pursuant to which the parties have agreed not to take actions that would result in LGC Holdco and the LGC Family Trusts owning, collectively with K.

Rupert Murdoch, Lachlan K.

Murdoch, Grace Murdoch and Chloe Murdoch (the “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of Class B Common Stock (the “Ownership Threshold”).

LGC Holdco and the LGC Family Trusts would forfeit votes to the extent necessary to ensure that they and the Murdoch Individuals collectively do not exceed the Ownership Threshold, except where a Murdoch Individual votes his or her own shares differently from the others on any matter.

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

What changed 10-K

Item 1A. Risk Factors