Fox Corporation (Class A)

“Consumers’ increasing viewership through direct-to-consumer offerings has contributed to industry-wide declines in subscribers to MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and demand for the programming on its networks. The Company’s distribution and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future.”

Annual report 2026A · The company itself

“The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market as described further below.”

Annual report 2026A · The company itself

“If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s distribution and advertising revenues could be negatively affected. 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. These industry-wide subscriber declines are expected to continue and possibly accelerate in the future.”

Annual report 2026A · The company itself

“Factors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political 23 uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits. Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, and increasing inflation raises our labor and other costs required to operate our business.”

Annual report 2026A · The company itself

“A decline in the ratings or popularity of the Company’s news, sports or entertainment programming or the Company's failure to obtain or retain rights to popular content could adversely affect the Company’s advertising revenues in the near term and, over a longer period of time, its distribution revenues.”

Annual report 2026A · The company itself

“The increase of $156 million or 10% in advertising revenue was primarily due to higher news and sports pricing and the broadcast of the FIFA Men’s World Cup, partially offset by lower ratings.”

Annual report 2026A · The company itself

“Operating expenses increased $287 million or 9% primarily due to higher sports programming rights amortization and production costs led by soccer rights, including the broadcast of the FIFA Men’s World Cup.”

Annual report 2026A · The company itself

“The increase of $318 million or 6% in advertising revenue was primarily due to sports programming led by the broadcasts of the FIFA Men’s World Cup and additional NFL and MLB postseason games and higher pricing partially offset by the absence of the February 2025 broadcast of Super Bowl LIX.”

Annual report 2026A · The company itself

“Cable Network Programming (43% of the Company’s revenues in fiscal 2026 and 2025) For the years ended June 30, 2026 2025 $ Change % Change (in millions, except %) Better/(Worse) Revenues Distribution $ 4,662 $ 4,440 $ 222 5 % Advertising 1,687 1,531 156 10 % Content and Other 999 959 40 4 % Total revenues 7,348 6,930 418 6 % Operating expenses (3,562) (3,275) (287) (9) % Selling, general and administrative (687) (635) (52) (8) % Amortization of cable distribution investments — 10 (10) (100) % Segment EBITDA $ 3,099 $ 3,030 $ 69 2 % Revenues at the Cable Network Programming segment increased $418 million or 6% for fiscal 2026, as compared to fiscal 2025, due to higher distribution, advertising and content and other revenues. Distribution 42 revenue increased $222 million or 5% as higher average rates per subscriber were partially offset by a decrease in the average number of subscribers.”

Annual report 2026A · The company itself

“Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services, as well as connected TV devices and operating systems and gaming and other consoles.”

Annual report 2026A · The company itself

“Other new technological developments, such as the development and use of generative AI, including large language model applications, are rapidly evolving and increasingly being incorporated into business operations and content generation, and AI may be used in ways that could reduce demand for our content, products and services.”

Annual report 2026A · The company itself

“The use of AI tools in advertising technology also is becoming more prevalent and if our competitors are able to adopt the use of these tools more effectively than we are, it could negatively impact our advertising revenues.”

Annual report 2026A · The company itself

“If our competitors gain an advantage by using such technologies to create, market, target or distribute content more efficiently or effectively, our ability to compete effectively could be adversely impacted.”

Annual report 2026A · The company itself

“FOX’s brands, credibility and reputation also could be adversely impacted if AI tools misattribute incorrect information to the Company or if the Company’s use of AI in its own products and services produces content, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory, an intellectual property infringement, a violation of privacy rights or otherwise problematic.”

Annual report 2026A · The company itself

“Developments in technology increase the threat of content piracy by making it easier to create, access, duplicate, widely distribute, display and store high-quality pirated material. These developments include recent advances in AI and large language model applications, digital copying, file compression technology, growing penetration of high-bandwidth Internet connections, increased availability and speed of mobile data networks and new devices and applications that enable unauthorized access to content.”

Annual report 2026A · The company itself

“Compliance with these laws and regulations may be costly and could require the Company to change its business practices, including in connection with the use of AI-enabled technologies and data-driven targeted advertising. Although the Company expends significant resources to comply with data privacy and protection laws, we have been and may continue to be subject to legal claims and may be subject to regulatory action despite these efforts.”

Annual report 2026A · The company itself

“The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, the FOX One direct-to-consumer subscription streaming service, FOX Nation, FOX Weather and other offerings.”

Annual report 2026A · The company itself

“If the Transaction is significantly delayed or is not completed, it could have an adverse effect on FOX’s business, financial condition or results of operations.”

Annual report 2026A · The company itself

“The composition of our competitors has evolved in recent years with the entrance of new participants, including companies in adjacent sectors with significant financial, marketing and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.”

Annual report 2026A · The company itself

“An increasing number of companies bidding for sports programming in recent years has also driven increases in the cost of such programming.”

Annual report 2026A · The company itself

“On June 14, 2026, FOX and Roku entered into the Merger Agreement pursuant to which Roku will become a wholly owned subsidiary of FOX.”

Annual report 2026A · The company itself

“Consumers’ increasing viewership through direct-to-consumer offerings has contributed to industry-wide declines in subscribers to MVPD services over the last several years. These declines are expected to continue and possibly accelerate in the future. If consumers increasingly favor alternative offerings over MVPD subscriptions, the Company may continue to experience a decline in viewership and demand for the programming on its networks. The Company’s distribution and advertising revenues have been negatively impacted by these trends, and these negative effects could continue and accelerate in the future.”

Annual report 2026A · The company itself

“The evolution of consumer preferences toward direct-to-consumer streaming offerings and other digital products and the increasing number of entertainment choices has intensified audience fragmentation and reduced viewership through traditional linear distribution models. This has caused ratings and viewership declines for television networks, including some of our networks.”

Annual report 2026A · The company itself

“Also contributing to this increase was continued digital growth led by the Tubi AVOD service.”

Annual report 2026A · The company itself

“Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services, as well as connected TV devices and operating systems and gaming and other consoles.”

Annual report 2026A · The company itself

“The Company continues to focus on investing in and expanding its digital distribution offerings and direct engagement with consumers, including through Tubi, the FOX One direct-to-consumer subscription streaming service, FOX Nation, FOX Weather and other offerings.”

Annual report 2026A · The company itself

“The Company has single and multi-year contracts for sports and non-sports programming. Licensed programming is recorded at the earlier of payment or when the license period has begun, the cost of the program is known or reasonably determinable and the program is accepted and available for airing.”

Annual report 2026A · The company itself

“Capitalized costs for owned programming, including direct costs, production overhead and development costs, are predominantly amortized using the individual-film-forecast-computation method, which is based on the ratio of current period revenue to estimated total future remaining revenue, and related costs are expensed as incurred. Future remaining revenue includes imputed license fees for content used by FOX as well as revenue expected to be earned based on distribution strategy and historical performance of similar content.”

Annual report 2026A · The company itself

“The increase of $156 million or 10% in advertising revenue was primarily due to higher news and sports pricing and the broadcast of the FIFA Men’s World Cup, partially offset by lower ratings.”

Annual report 2026A · The company itself

“If a sports league declines in popularity or fails to generate fan enthusiasm, this may negatively impact our sports programming viewership and advertising and distribution revenues.”

Annual report 2026A · The company itself

“Our sports business depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired broadcast and cable network programming rights.”

Annual report 2026A · The company itself

“PROPERTIES FOX owns the FOX Studio Lot in Los Angeles, California. The historic lot is located on over 50 acres of land and has over 1.8 million square feet of space for both administration and production/post-production services available to service FOX and a wide array of industry clients, including 15 sound stages, theaters and screening rooms, editing rooms and other television and film production facilities.”

Annual report 2026A · The company itself

“PROPERTIES FOX owns the FOX Studio Lot in Los Angeles, California. The historic lot is located on over 50 acres of land and has over 1.8 million square feet of space for both administration and production/post-production services available to service FOX and a wide array of industry clients, including 15 sound stages, theaters and screening rooms, editing rooms and other television and film production facilities.”

Annual report 2026A · The company itself

“The Company depends on affiliation and carriage arrangements that enable it to reach a large percentage of households through MVPDs and third party-owned television stations.”

Annual report 2026A · The company itself

“Periods of economic weakness also could accelerate industry-wide shifts in advertising expenditures from linear to digital advertising.”

Annual report 2026A · The company itself

“The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities and the economy in general or the economy of an individual geographic market as described further below.”

Annual report 2026A · The company itself

“Factors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political 23 uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits. Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, and increasing inflation raises our labor and other costs required to operate our business.”

Annual report 2026A · The company itself

“These increases were partially offset by lower political advertising revenue principally due to the absence of the 2024 presidential and congressional elections.”

Annual report 2026A · The company itself

“In addition, factors such as terrorist acts, wars, political uncertainties and hostilities, natural and other disasters and widespread health emergencies can also negatively impact advertising revenues.”

Annual report 2026A · The company itself

“The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity risks and the volume of attacks. In addition, ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption and attacks).”

Annual report 2026A · The company itself

“Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’s business and results of operations.”

Annual report 2026A · The company itself

“In addition, factors such as terrorist acts, wars, political uncertainties and hostilities, natural and other disasters and widespread health emergencies can also negatively impact advertising revenues.”

Annual report 2026A · The company itself

“Transmissions may be disrupted or degraded as a result of local disasters, extreme weather, power outages, terrorist attacks, cyberattacks or other events that impair on-ground uplinks or downlinks or studio and transmitter facilities, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company’s business and results of operations.”

Annual report 2026A · The company itself

“The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of AI may intensify cybersecurity risks and the volume of attacks. In addition, ongoing tensions with China, North Korea, Russia and other nation states, conflicts in the Middle East and Europe, and other geopolitical events may lead to cyberattacks or other actions that could lead to a disruption of services, improper disclosure of personal data or other confidential information, or otherwise negatively impact the Systems (including supply chain disruption and attacks).”

Annual report 2026A · The company itself

“The Company’s high-profile sports and entertainment programming and its extensive news coverage of elections, sociopolitical events and public controversies subject us to heightened cybersecurity risks.”

Annual report 2026A · The company itself

“FOX is incurring a significant amount of debt in connection with the Merger, which could have significant consequences, including: increasing the Company’s vulnerability to adverse changes in economic or industry conditions; reducing its ability to effectively compete and respond to business or industry changes; creating competitive disadvantages compared to companies with lower debt levels; increasing FOX’s borrowing costs and requiring it to dedicate a greater amount of cash to debt payments at the expense of operating needs, capital expenditures, strategic initiatives or general corporate purposes; limiting the Company’s ability to return capital to stockholders; and impeding its ability to borrow additional funds in the future.”

Annual report 2026A · The company itself

“Increased volatility and weakness in the financial markets, the further tightening of credit markets or a decrease in our debt ratings assigned by ratings agencies could adversely affect our ability to cost-effectively refinance outstanding indebtedness or obtain new financing.”

Annual report 2026A · The company itself

“In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors, musicians and other creative talent, commentators, production crew members, trade and craft employees and others whose services are subject to collective bargaining agreements. Certain of these are industry-wide agreements negotiated by the Alliance of Motion Picture and Television Producers (the “AMPTP”) of which the Company is a non-voting member. The Company is bound by and enjoys the benefits of AMPTP-negotiated collective bargaining agreements, but is not directly involved in negotiating them. When negotiations to renew collective bargaining agreements are not successful or become unproductive, strikes, work stoppages or lockouts have occurred in the past, and such events could occur in the future.”

Annual report 2026A · The company itself

“Employee Costs The Company participates in and/or sponsors various pension, savings and postretirement benefit plans. Pension plans and postretirement benefit plans are closed to new participants with the exception of a limited number of employees covered by collective bargaining agreements.”

Annual report 2026A · The company itself

“The Company could be adversely affected by new laws and regulations, changes in existing laws and regulations, changes in judicial and regulators’ interpretations of laws and regulations or in regulators’ priorities or activities, as well as by the threat that additional laws or regulations may be forthcoming. In particular, the legal and regulatory landscape governing new technologies such as AI remains unsettled and is an area of 29 increasing regulatory focus. Developments in this area may adversely impact the Company’s business, including through increased legal liability risk and compliance costs associated with the use of AI and large language models.”

Annual report 2026A · The company itself

“The Company is subject to complex laws, regulations, rules, industry standards and contractual obligations related to privacy and personal data protection, which are evolving, inconsistent and potentially costly. We are subject to U.S. federal and state laws and regulations, as well as those of other countries, relating to the collection, use, disclosure and security of personal information. The number and complexity of these laws and regulations continues to increase.”

Annual report 2026A · The company itself

“Factors that have affected and could in the future affect economic and financial conditions include actual or perceived uncertainty about economic stability (including taxes and tariffs) and social and political 23 uncertainties and conflicts, changes in consumer confidence, recession, high inflation, declining economic growth, diminished availability of credit, higher interest rates, unemployment rates and changes in consumer spending habits. Weak economic conditions have had and may continue to have an adverse impact on the Company's business, financial condition and results of operations. For example, reduced advertising expenditures due to a weak economy can negatively impact our advertising revenues, and increasing inflation raises our labor and other costs required to operate our business.”

Annual report 2026A · The company itself

“The market price of the Common Stock may decline as a result of the Merger, and holders of the Common Stock, including Roku stockholders who become holders of Class A Common Stock as a result of the Merger, could lose the value of their investment in the Common Stock if, among other things, the Company is unable to achieve the expected growth in earnings, the anticipated benefits from the Merger are not realized, the transaction costs are greater than expected or any transaction-related financing is on unfavorable terms.”

Annual report 2026A · The company itself

“Increased volatility and weakness in the financial markets, the further tightening of credit markets or a decrease in our debt ratings assigned by ratings agencies could adversely affect our ability to cost-effectively refinance outstanding indebtedness or obtain new financing.”

Annual report 2026A · The company itself