Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
The Company differentiates itself in a crowded media and entertainment marketplace through the leadership positions of its brands and premium programming that focus on live and “appointment-based” content, a significant presence in major markets and broad distribution of its content across traditional and digital 2 platforms, including FOX One, the Company’s wholly-owned, direct-to-consumer subscription streaming service.
Business: issuer description of differentiation through brands, live content and distribution · Dépôt 06/08/2026
Effective with the 2023 NFL season, FOX Sports entered into an expanded 11-year media rights agreement with the NFL (subject to an NFL one-time termination right after the 2029 season) that extended FOX Sports' coverage of NFL games.
Business: NFL agreement duration and termination right · Dépôt 06/08/2025
Such agreements typically run three or more years and have staggered expiration dates.
Business: typical affiliation agreement duration and staggered expiration · Dépôt 06/08/2025
These affiliation agreements require affiliated stations to carry the FOX Network programming in all time periods in which the FOX Network programming is offered to those affiliated stations, subject to certain exceptions stated in the affiliation agreements.
Business: affiliated stations' programming carriage obligations · Dépôt 06/08/2025
Distribution revenue increased $82 million or 4% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers.
MD&A: six-month cable distribution revenue, realized subscriber rates and subscriber decline · Dépôt 04/02/2026
The increase of $31 million or 7% in advertising revenue was primarily due to higher news and sports pricing partially offset by lower ratings.
MD&A: quarterly advertising growth from news and sports pricing despite lower ratings · Dépôt 04/02/2026
The decrease of $364 million or 6% in advertising revenue was primarily due to the approximately $435 million impact related to sports programming led by the absence of the February 2025 broadcast of Super Bowl LIX partially offset by the broadcast of additional NFL and Major League Baseball (“MLB”) postseason games and higher pricing.
MD&A: nine-month advertising changes, sports calendar and higher pricing · Dépôt 11/05/2026
The remaining impact was primarily due to continued digital growth led by the Tubi AVOD service and higher news pricing, partially offset by lower political advertising revenue due to the absence of the 2024 presidential and congressional elections and lower news ratings.
MD&A: digital growth, higher news pricing and lower news ratings · Dépôt 11/05/2026
•In fiscal 2026, Tubi delivered record revenues, which grew over 25% compared to the prior fiscal year led by higher engagement from its over 100 million monthly active users.
Fiscal 2026 business review: Tubi revenue growth, engagement and monthly active users · Dépôt 17/09/2026
Tubi total view time was approximately 13.2 billion hours over the course of fiscal 2026, a record and an increase of 20% over fiscal 2025.
Fiscal 2026 business review: Tubi viewing hours and annual growth · Dépôt 17/09/2026
As described above, changes in technology and consumer behavior have contributed to industry-wide declines in the number of subscribers to MVPD services over the last several years, which have had a negative impact on the number of subscribers to the Company’s networks.
Risk factors: realized negative impact on subscribers to FOX networks · Dépôt 06/08/2025
This has caused ratings and viewership declines for television networks, including some of our networks.
Risk factors: realized ratings and viewership declines at some FOX networks · Dépôt 06/08/2026
Operating expenses increased $72 million or 5% primarily due to higher sports programming rights amortization and production costs led by expanded international soccer rights.
MD&A: increased sports rights amortization and production costs · Dépôt 04/02/2026
In addition, increased digital advertising available in the marketplace due to the proliferation of advertising-supported direct-to-consumer offerings has intensified, and may continue to intensify, competition for viewers and advertising.
Risk factors: intensified digital competition for viewers and advertising · Dépôt 06/08/2026
Consolidation among MVPDs, their increased vertical integration into the cable or broadcast network business or their use of alternative technologies to offer their subscribers access to local broadcast network programming could increase their negotiating leverage.
Risk factors: potential distributor negotiating leverage from consolidation and integration · Dépôt 06/08/2025
If the Company and an MVPD reach an impasse in contract renewal negotiations, the Company's networks and owned and operated television stations could become unavailable to the MVPD’s subscribers (i.e., “go dark”), which, depending on the length of time and the size of the MVPD, could have a negative impact on the Company's revenues from affiliate fees and advertising.
Risk factors: potential carriage negotiation impasses and revenue consequences · Dépôt 06/08/2025
For the years ended June 30, 2026 2025 2024 (in millions) Revenues Cable Network Programming $ 7,348 $ 6,930 $ 5,955 Television 9,666 9,325 7,875 Total segment revenues 17,014 16,255 13,830 Corporate and Other 526 244 209 Eliminations (414) (199) (59) Total revenues $ 17,126 $ 16,300 $ 13,980 Segment EBITDA Cable Network Programming $ 3,099 $ 3,030 $ 2,693 Television 1,438 945 506 Total segment EBITDA 4,537 3,975 3,199 Corporate and Other (631) (351) (316) Amortization of cable distribution investments — (10) (16) Depreciation and amortization (410) (385) (389) Restructuring, impairment and other corporate matters (151) (350) (67) Equity losses of affiliates (20) (29) (44) Interest expense, net (274) (227) (216) Non-operating other, net (773) 438 (47) Income before income tax expense 2,278 3,061 2,104 Income tax expense (551) (768) (550) Net income 1,727 2,293 1,554 Less: Net income attributable to noncontrolling interests (42) (30) (53) Net income attributable to Fox Corporation stockholders $ 1,685 $ 2,263 $ 1,501 100 FOX CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2026 2025 2024 (in millions) Reconciliation of Revenues to Segment EBITDA Cable Network Programming Revenues $ 7,348 $ 6,930 $ 5,955 Operating expenses (3,562) (3,275) (2,668) Selling, general and administrative (687) (635) (610) Amortization of cable distribution investments — 10 16 Segment EBITDA $ 3,099 $ 3,030 $ 2,693 Television Revenues $ 9,666 $ 9,325 $ 7,875 Operating expenses (7,101) (7,308) (6,372) Selling, general and administrative (1,127) (1,072) (997) Segment EBITDA $ 1,438 $ 945 $ 506 For the years ended June 30, 2026 2025 2024 (in millions) Revenues by Segment by Component Cable Network Programming Distribution $ 4,662 $ 4,440 $ 4,291 Advertising 1,687 1,531 1,262 Content and other 999 959 402 Total Cable Network Programming revenues 7,348 6,930 5,955 Television Advertising 5,652 5,334 4,182 Distribution 3,346 3,340 3,136 Content and other 668 651 557 Total Television revenues 9,666 9,325 7,875 Corporate and Other 526 244 209 Eliminations (414) (199) (59) Total revenues $ 17,126 $ 16,300 $ 13,980 For fiscal 2026, 2025 and 2024, the Company had no individual customers that accounted for 10% or more of Revenues.
Note on segment information: fiscal 2024–2026 revenue, expenses and Segment EBITDA · Dépôt 06/08/2026
Future Performance Obligations As of June 30, 2026, approximately $6 billion of revenues are expected to be recognized primarily over the next one to three years.
Future performance obligations: expected revenue and recognition horizon · Dépôt 06/08/2026
The Company’s most significant remaining performance obligations relate to distribution contracts, content licensing contracts with fixed fees and sports advertising contracts.
Future performance obligations: distribution, fixed-fee licensing and sports advertising contracts · Dépôt 06/08/2026
62 FOX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (IN MILLIONS) For the years ended June 30, 2026 2025 2024 OPERATING ACTIVITIES Net income $ 1,727 $ 2,293 $ 1,554 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 410 385 389 Restructuring, impairment and other corporate matters 151 267 67 Equity-based compensation 132 135 90 Equity losses of affiliates 20 29 44 Cash distributions received from affiliates 32 13 — Non-operating other, net 773 (438) 47 Deferred income taxes 271 164 203 Change in operating assets and liabilities, net of acquisitions and dispositions Receivables and other assets (1,055) (85) (156) Inventories net of programming payable (493) 521 (303) Accounts payable and accrued expenses 66 89 (1) Other changes, net (64) (49) (94) Net cash provided by operating activities 1,970 3,324 1,840 INVESTING ACTIVITIES Property and equipment (502) (331) (345) Purchase of investments (178) (79) (103) Acquisitions, net of cash acquired (8) (97) — Other investing activities, net (17) (30) (4) Net cash used in investing activities (705) (537) (452) FINANCING ACTIVITIES Repurchase of shares (2,000) (1,000) (1,000) Dividends paid and distributions (287) (277) (281) Purchase of noncontrolling interest (208) — — Repayment of borrowings — (600) (1,250) Borrowings — — 1,232 Other financing activities, net 84 122 (42) Net cash used in financing activities (2,411) (1,755) (1,341) Net (decrease) increase in cash and cash equivalents (1,146) 1,032 47 Cash and cash equivalents, beginning of year 5,351 4,319 4,272 Cash and cash equivalents, end of year $ 4,205 $ 5,351 $ 4,319 The accompanying notes are an integral part of these Consolidated Financial Statements.
Consolidated cash flows: operating cash generation, investment, repurchases, dividends and cash balances · Dépôt 06/08/2026
In connection with the Merger Agreement, in June 2026, the Company entered into a commitment letter under which the lenders provided $12.0 billion of commitments ($11.0 billion of which is available as of June 30, 2026) to provide senior unsecured bridge loans (the “Bridge Facility”) and a term loan credit agreement under which the lenders committed to provide a $1.0 billion senior unsecured term loan facility (the “Term Loan Facility”) (See Note 9—Borrowings).
Acquisitions and transactions: committed merger bridge and term financing · Dépôt 06/08/2026
In addition, FOX will be required to pay Roku a termination fee of approximately $1.2 billion if the Merger Agreement is terminated under certain circumstances related to the failure to obtain certain regulatory approvals or upon the entry of a permanent 1 restraint under certain antitrust laws or investment screening laws.
Merger agreement: contingent regulatory termination fee · Dépôt 06/08/2026
There can be no assurance that the conditions in the Merger Agreement will be satisfied or waived or that the Merger will be consummated.
Risk factors: merger completion remains conditional · Dépôt 06/08/2026
•The Company successfully launched FOX One, its wholly-owned, direct-to-consumer subscription streaming service incorporating FOX's linear programming across sports, news and entertainment, in advance of the 2025 college and NFL football seasons.
Fiscal 2026 business review: completed FOX One launch · Dépôt 17/09/2026
FOX One exceeded its subscriber expectations by the end of fiscal 2026, with new subscriber additions coming primarily from outside the traditional pay-TV bundle.
Fiscal 2026 business review: issuer-reported FOX One subscriber performance against expectations · Dépôt 17/09/2026
The mix of long-term equity-based incentive awards granted for fiscal 2026 is as follows: •Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based stock options with a three-year performance period (the “PSOs”).
Compensation discussion: fiscal 2026 performance-option grants and incentive mix · Dépôt 17/09/2026
PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days (the “Stock Hurdle”).
Compensation discussion: performance-option stock-price vesting hurdle · Dépôt 17/09/2026
(d)This amount, further detailed in the table below, includes the following: (i) FOX PSU Awards earned for the fiscal 2024-2026 performance period that ended on June 30, 2026, which vested on August 15, 2026 at a Final Performance Factor of 172% of target (“FOX 24 PSU”) – for further information regarding the determination of the Final Performance Factor, please see the discussion under the heading “Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period” in Compensation Discussion and Analysis, (ii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2024, 2025 and 2026 (“FOX 24 RSU”); (iii) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2025, 2026 and 2027 (“FOX 25 RSU”) and (iv) FOX RSU Awards granted pursuant to the 2019 SAP that vest in equal installments on August 15 of each of 2026, 2027 and 2028 (“FOX 26 RSU”).
Executive compensation: actual August 2026 performance-unit vesting and time-based award schedules · Dépôt 17/09/2026
In addition, the Company prohibits all Directors and employees, including our named executive officers, from pledging any Company securities that they hold directly, hedging any Company securities that they hold directly or indirectly (including through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds that hedge or offset, or are designed to hedge or offset, any decrease in the market value of FOX’s securities) or hedging or pledging equity compensation.
Compensation policies: director and employee hedging and pledging prohibitions · Dépôt 17/09/2026
In addition to the Accrued Benefits, in such events, subject to the timely execution of and compliance with a release of claims he will be entitled to receive (i) cash severance equal to the greater of (a) the sum of one year of annual base salary and target bonus for the year in which termination occurs or (b) the remainder of his annual base salary for the remainder of the Term and payment of his target bonus for each remaining bonus period during the Term; (ii) (x) accelerated vesting of any awarded but unvested time-based Annual SAP Awards (y) continued vesting of any awarded but unvested performance-based Annual SAP Awards, subject to the achievement of any applicable performance-based vesting conditions, and (z) the opportunity to exercise any vested option awards during the full option term; and (iii) payments by the Company for the employer portion of the premiums under the Company’s group health, dental and vision insurance plans.
Executive compensation: contractual severance and continued or accelerated vesting provisions · Dépôt 17/09/2026
Each member of the Board (“Director”) is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance.
Corporate governance: annual director elections and majority vote standard · Dépôt 17/09/2026
•Independent Board Oversight. As outlined in the Statement of Corporate Governance, the independent Directors of the Board annually elect a Lead Independent Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board.
Corporate governance: lead independent director responsibilities · Dépôt 17/09/2026
•Independent Board Committees. Only independent Directors serve on the Board’s key committees.
Corporate governance: independent membership of key committees · Dépôt 17/09/2026
•Dual-Class Capital Structure. The Nominating and Corporate Governance Committee continues to consider the benefits and considerations of multi-class capital structures, including their effects on economic performance and investment in innovation, and the protections that such structures allow media companies to pursue independent journalism, and it continues to believe that a dual-class capital structure remains appropriate and in the best long-term interests of our stockholders.
Corporate governance: retained dual-class capital structure · Dépôt 17/09/2026
6: SIMPLE MAJORITY VOTE Benefits to Stockholders of Supermajority Provisions The Company has a stockholder that holds approximately 39% of the outstanding Class B Common Stock.
Voting proposal discussion: disclosed approximately 39% Class B stockholder · Dépôt 17/09/2026
•The FOX Nation subscription video-on-demand service closed the year with its highest paid subscriber count ever and strong growth in average revenue per paid subscriber.
Fiscal 2026 achievements: FOX Nation paid subscribers and average revenue per paid subscriber · Dépôt 17/09/2026
