FOXAFox Corporation (Class A)
- Employees
- 10,550
- Headquarters
- New York, NY
- CEO
- Lachlan K. Murdoch
- Next results
- around Feb 3, 2027
25 paragraphs in Risk Factors of the 10-K filed Aug 6, 2026 with nothing like them in the 10-K filed Aug 6, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 18 Communication companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms.
On June 14, 2026, FOX and Roku entered into the Merger Agreement pursuant to which Roku will become a wholly owned subsidiary of FOX. The completion of the Merger is subject to several closing conditions, including requisite FOX and Roku stockholder approvals, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of consents or approvals under certain other antitrust laws and certain investment screening laws and other customary conditions. The regulatory approval process (including if regulatory or governmental authorities seek to impose any terms, conditions, obligations or restrictions as a condition to approval) may lead to lengthy negotiations, jeopardize or delay completion of the Merger or negatively impact its anticipated benefits. The failure to satisfy all required conditions could prevent the Merger from being completed or delay its completion for a significant period of time. Such a delay could result in a failure to realize some or all of the anticipated benefits of the Merger on the expected timeline, or at all. There can be no assurance that the conditions in the Merger Agreement will be satisfied or waived or that the Merger will be consummated.
The Merger Agreement also contains customary termination rights and provides that each party is required to pay the other a termination fee of approximately $866 million if the Merger Agreement is terminated in certain circumstances, including due to a change in the recommendation of its board of directors or if the Merger is not consummated by the termination date specified in the agreement. In addition, the Company 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 restraint under certain antitrust laws or investment screening laws. FOX has also agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku in connection with the Merger if the Company is unable to obtain the requisite FOX stockholder approval in connection with the transaction.
Read in the 10-K ↗
Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.
The Company is subject to a number of risks in connection with its entry into the Merger Agreement, including:
•negative reactions from the financial markets, including negative impacts on the market prices of the Common Stock;
•negative reactions from FOX’s customers, suppliers, distributors, employees, or other business partners;
•significant costs relating to the Merger, including financial advisory, legal, financing, accounting and other transaction costs and additional expenses related to combining the operations of the two companies;
•restrictions on the conduct of FOX’s business prior to completion of the Merger set forth in the Merger Agreement, including pursuing alternatives to the Merger, which could discourage a potential third party from making an alternative transaction proposal or prevent the Company from making other acquisitions or taking other actions that would have been beneficial to FOX; and
Similar paragraph at 1 of 18 other Communication companies: CHTR•the commitment of substantial time and resources by FOX management, which otherwise could have been directed toward the Company’s operations and pursuit of other beneficial opportunities.
If the Merger is not consummated, in addition to failing to realize it benefits, FOX may experience adverse impacts to its ongoing business, financial condition, results of operations or on the market prices of the Common Stock. For example, the Company could be subject to litigation related to a failure to complete the Merger or an enforcement proceeding seeking to require FOX to perform its obligations under the Merger Agreement. The cost of defending against such litigation and proceedings may be significant. Similarly, if there are delays in the completion of the Merger, they could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.
Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.
Similar paragraph at 1 of 18 other Communication companies: CHTRUncertainty regarding the completion of the Merger may cause some customers, suppliers, distributors, vendors, strategic partners and other parties to delay or defer making business decisions concerning the Company or entering into agreements with FOX, and may cause them to seek to terminate or renegotiate their existing arrangements with the Company. If this occurs, it could have an adverse impact on the Company’s business, financial condition, results of operations and cash flows or on the market prices of the Common Stock, regardless of whether the Merger is completed. The Merger Agreement also restricts the Company from making certain other acquisitions or issuing additional equity in excess of certain limitations without Roku’s prior consent, which may prevent FOX from pursuing attractive business opportunities or strategic transactions that arise prior to the completion of the Merger.
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. The market price of the Common Stock also may decline if FOX does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on the Company’s business, financial condition or results of operations is not consistent with analyst expectations. The issuance of shares of Class A Common Stock in the Merger could independently have the effect of depressing the market price for the Common Stock. In addition, Roku stockholders may choose or (in the case of some stockholders such as funds with limitations on permitted stockholdings) be required to sell the Class A Common Stock they receive as a result of the Merger. Any such sales of Class A Common Stock could depress the market price for the Common Stock.
Similar paragraph at 1 of 18 other Communication companies: CHTRThe Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger.
Securities class action and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources and an adverse judgment could result in monetary damages, which could have a negative financial impact on FOX. In addition, if a plaintiff successfully obtains an injunction prohibiting the consummation of the Merger, it could prevent the Merger from being completed on the expected timetable, or at all.
The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.
The Merger involves the integration of Roku and FOX’s businesses -- a complex, costly and time-consuming process. Many of the difficulties inherent in the process are outside FOX’s control and could result in delays, increased costs, decreases in expected revenues and diversion of management time and attention. In addition, post-closing, FOX will have significantly more systems, assets, investments, businesses, customers and employees than it did prior to the Merger, and FOX will operate new lines of business. The combined company’s success will depend in part on the Company’s ability to successfully combine the businesses and realize the anticipated benefits of the Merger.
FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations.
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. Additionally, rating agencies may take negative actions against FOX’s credit ratings because of the Merger, which would increase its borrowing costs. Following completion of the Merger, if the Company is required to arrange additional financing or refinancing for working capital, capital expenditures, acquisitions, or other general corporate purposes, its ability to do so will depend on many factors, including market conditions and other factors beyond its control. There can be no assurance that FOX will be able to arrange additional financing or refinancing on acceptable terms or at all.
Read in the 10-K ↗
Prevailing economic conditions and the state of the financial markets affect various aspects of our business. 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
Read in the 10-K ↗
intense. 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.
Read in the 10-K ↗
new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors. Any of the foregoing could adversely affect the Company's business, financial condition or results of operations.
Similar paragraph at 1 of 18 other Communication companies: SKYDRead in the 10-K ↗
Cloud services, content delivery and other networks, information systems and other technologies that we or our vendors or other partners use, including AI-enabled technologies and technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to our business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks. Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), human error, terrorist and/or
Read in the 10-K ↗
by LGC Holdco will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of FOX 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.
Similar paragraph at 1 of 18 other Communication companies: NWSARead in the 10-K ↗
New in the latest 10-Q
16 paragraphs in the 10-Q filed Nov 2, 2026 with nothing like them in the 10-Q filed May 11, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
For the three months ended September 30, 2026 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenues $ 4,571 $ 3,738 Operating expenses (2,363) (2,121) Selling, general and administrative (567) (552) Depreciation and amortization (118) (98) Restructuring, impairment and other corporate matters (17) 8 Equity losses of affiliates — (1) Interest expense, net (80) (50) Non-operating other, net (143) (125) Income before income tax expense 1,283 799 Income tax expense (326) (190) Net income 957 609 Less: Net income attributable to noncontrolling interests (14) (10) Net income attributable to Fox Corporation stockholders $ 943 $ 599 EARNINGS PER SHARE DATA Weighted average shares: Basic 421 447 Diluted 428 455 Net income attributable to Fox Corporation stockholders per share: Basic $ 2.24 $ 1.34 Diluted $ 2.20 $ 1.32
Read in the 10-Q ↗
For the three months ended September 30, 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income $ 957 $ 609 Other comprehensive loss, net of tax: Benefit plan adjustments and other (2) — Other comprehensive loss, net of tax (2) — Comprehensive income 955 609 Less: Net income attributable to noncontrolling interests(a) (14) (10) Comprehensive income attributable to Fox Corporation stockholders $ 941 $ 599
Read in the 10-Q ↗
During the three months ended September 30, 2026, the Company reassessed the useful lives of its Federal Communications Commission (“FCC”) licenses which were historically classified as indefinite-lived intangible assets and recategorized the FCC licenses as finite-lived intangible assets. FCC licenses with a gross carrying value of $ 2.1 billion will be amortized on a straight-line basis over 20 years beginning the three months ended September 30, 2026. The Company tested its FCC licenses for impairment immediately prior to this change and did not record any impairment in connection with this change in accounting estimate.
Read in the 10-Q ↗
On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or the “Merger”). Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $ 96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger. The exchange ratio and per share cash amount are subject to adjustment as set
Read in the 10-Q ↗
forth in the Merger Agreement in certain circumstances relating to Roku stockholders who properly exercise appraisal rights in accordance with Delaware law. Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.
Read in the 10-Q ↗
Each of the Boards of Directors of FOX and Roku unanimously approved the Roku Transaction, and in October 2026 FOX and Roku received the requisite stockholder approvals for the transaction. The Roku Transaction remains subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party a termination fee of approximately $ 866 million if the Merger Agreement is terminated in certain circumstances. 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 restraint under certain antitrust laws or investment screening laws.
Read in the 10-Q ↗
The Company expects to fund the cash portion of the Merger consideration with a combination of debt and cash on hand. 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 September 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 5 - Borrowings).
Read in the 10-Q ↗
For the three months ended September 30, 2026 2025 (in millions) ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenues Cable Network Programming $ 1,803 $ 1,662 Television 2,713 2,050 Total segment revenues 4,516 3,712 Corporate and Other 246 89 Eliminations (191) (63) Total revenues $ 4,571 $ 3,738 Segment EBITDA Cable Network Programming $ 859 $ 800 Television 934 399 Total segment EBITDA 1,793 1,199 Corporate and Other (152) (134) Depreciation and amortization (118) (98) Restructuring, impairment and other corporate matters (17) 8 Equity losses of affiliates — (1) Interest expense, net (80) (50) Non-operating other, net (143) (125) Income before income tax expense 1,283 799 Income tax expense (326) (190) Net income 957 609 Less: Net income attributable to noncontrolling interests (14) (10) Net income attributable to Fox Corporation stockholders $ 943 $ 599
Read in the 10-Q ↗
(a) Net losses on investments in equity securities includes the losses related to the change in fair value of the Company’s investment in Flutter (See Note 4—Fair Value).
Read in the 10-Q ↗
On June 14, 2026, the Company and Roku, Inc. (“Roku”) entered into a definitive agreement (the “Merger Agreement”) under which the Company has agreed to acquire Roku for a combination of cash and FOX Class A Common Stock (the “Roku Transaction” or the “Merger”). Upon the terms and subject to the conditions of the Merger Agreement, FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A Common Stock and Roku Class B Common Stock outstanding immediately prior to the effective time of the merger. The exchange ratio and per share cash amount are subject to adjustment as set forth in the Merger Agreement in certain circumstances relating to Roku stockholders who properly exercise appraisal rights in accordance with Delaware law. Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.
Read in the 10-Q ↗
Each of the Boards of Directors of FOX and Roku unanimously approved the Roku Transaction, and in October 2026 FOX and Roku received the requisite stockholder approvals for the transaction. The Roku Transaction remains subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party a termination fee of approximately $866 million if the Merger Agreement is terminated in certain circumstances. 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 restraint under certain antitrust laws or investment screening laws.
Read in the 10-Q ↗
The Company expects to fund the cash portion of the Merger consideration with a combination of debt and cash on hand. 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 September 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 5 - Borrowings to the accompanying Financial Statements).
Read in the 10-Q ↗
Depreciation and amortization - Depreciation and amortization expense increased $20 million or 20% for the three months ended September 30, 2026, as compared to the corresponding period of fiscal 2026, primarily due to amortization related to the Company’s Federal Communications Commission (“FCC”) licenses which began on July 1, 2026 (See Note 1 - Description of Business and Basis of Presentation to the accompanying Financial Statements under the heading “Critical accounting policies and estimates”).
Read in the 10-Q ↗
The Company has a commitment letter for the Bridge Facility which may be drawn on for the purpose of financing the cash portion of the Merger consideration (See Note 2 - Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements).
Read in the 10-Q ↗
projections contained in the Company’s forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions and the following factors:
Read in the 10-Q ↗
• the impact of the Roku Transaction, which may be affected by various factors, including closing conditions, regulatory approvals, termination of the Merger Agreement, restrictions on the Company’s ability to pursue alternative transactions, potential litigation, business disruptions while the transaction is pending, impacts on the Common Stock, increased indebtedness, and the Company’s ability to successfully integrate operations and realize anticipated synergies and other benefits post-closing, as well as the risk that the transaction may be delayed or not completed at all;
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 2, 2026 against Item 1A of the 10-K filed Aug 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, as filed with the Securities and Exchange Commission on August 6, 2026.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on FOXA in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/FOXA/export.csv") into a cell.