AddedRisk Factors
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.
The 10-K against last year's
117 changes: 32 added, 9 removed, 73 reworded, 3 quiet changes
10-K 0001628280-26-053960 (2026-08-06) vs 10-K 0001628280-25-038077 (2025-08-06)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 345 words changed in this paragraph; it is 37% similar to last year's version.
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 nation state-sponsored activities and insider threats (including actions by persons linked to hostile foreign governments, and/or organized criminal groups), may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems. 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. 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). 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. From time to time, the Company experiences cybersecurity threats and attacks. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and attacks and there can be no assurance that we will not experience a material incident. Any cybersecurity incidents could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are
Source: Item 1A, 10-K 0001628280-26-053960 vs Item 1A, 10-K 0001628280-25-038077
MD&A 208 words changed in this paragraph; it is 34% similar to last year's version.
Source: Item 7, 10-K 0001628280-26-053960 vs Item 7, 10-K 0001628280-25-038077
Accounting Policies 146 words changed in this paragraph; it is 34% similar to last year's version.
On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which generally became effective for the Company in fiscal 2026 and includes, among other provisions, changes the ability to the U.S. corporate income tax system including the allowance of immediate expensing of immediately expense qualified property and domestic research and development expenses and permanent extensions expenses. On February 18, 2026, the U.S. Department of certain provisions within the Treasury issued Notice 2026-7 (the “Notice”) which contained additional interim guidance on the application of the Corporate Alternative Minimum Tax Cuts and Jobs Act. These provisions generally will be applicable for (“CAMT”), to which the Company beginning is subject, which was enacted as part of the Inflation Reduction Act in August 2022. Neither the Act nor the Notice had a material impact on the Company’s income tax provision but have resulted in a reduction of the Company’s fiscal 2026. The Company 2026 U.S. cash tax obligations and is currently evaluating expected to reduce the Company’s future impact of these tax law changes on our financial statements. liability.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-053960 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-25-038077
Legal Proceedings 135 words changed in this paragraph; it is 66% similar to last year's version.
Source: Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-26-053960 vs Item 3, via Note 14 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-25-038077
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of FOXA's Risk Factors and MD&A, 10-K 2026-08-06 against 10-K 2025-08-06. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.
AddedRisk Factors
The Company is subject to a number of risks in connection with its entry into the Merger Agreement, including:
AddedRisk Factors
•negative reactions from the financial markets, including negative impacts on the market prices of the Common Stock;
AddedRisk Factors
•negative reactions from FOX’s customers, suppliers, distributors, employees, or other business partners;
AddedRisk Factors
•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;
Show the other 47
AddedRisk Factors
•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
AddedRisk Factors
•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.
AddedRisk Factors
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.
AddedRisk Factors
Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
The Company’s Amended and Restated Certificate of Incorporation authorizes the Board to take action to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold, including: refusing to permit any transfer of Common Stock to or ownership of Common Stock by a non-U.S. stockholder; voiding a transfer of Common Stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming Common Stock held by a non-U.S. stockholder.
RewordedRisk Factors
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 such as the FOX One direct-to-consumer subscription streaming service expected to launch by the Fall of 2025. offerings.
RewordedRisk Factors
Additionally, litigation, governmental scrutiny and fines and significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, may damage the Company's reputation and brands, even if meritless or untrue.
RewordedRisk Factors
RewordedRisk Factors
However, if the Company fails to effectively safeguard and monetize the value of its content while responding to, to and developing new technologies and business models to take advantage of, technological developments and consumer preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.
RewordedRisk Factors
There can be no assurance that they will remain with us or retain their current appeal, that the costs associated with retaining current talent and hiring new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.
RewordedRisk Factors
RewordedRisk Factors
While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
RewordedRisk Factors
Consumer preferences have evolved toward direct-to-consumer offerings such as SVOD, AVOD and FAST services. services, as well as connected TV devices and operating systems and gaming and other consoles.
RewordedRisk Factors
The Company’s Board has approved a $12 billion stock repurchase program for the FOX Class A Common Stock common stock and FOX Class B Common Stock, common stock, which has and in the future could increase the percentage of FOX Class B Common Stock held by the Murdoch Family Trust. LGC Holdco.
RewordedRisk Factors
During fiscal 2025, 2025 and 2026, in connection with the Company’s annual impairment assessment, assessments, the Company recorded a non-cash impairment charge charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses.
Quiet changesRisk Factors
AddedMD&A
Advertising revenue primarily includes (i) sales of commercial time within the Company’s network programming and (ii) sales of advertising on the Company’s owned and operated television stations and various digital properties.
AddedMD&A
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 is fixed and will not be adjusted. Following the completion of the Merger, Roku will be a wholly-owned subsidiary of FOX.
AddedMD&A
Each of the Boards of Directors of FOX and Roku have unanimously approved the transaction, which is also subject to requisite approval by FOX and Roku stockholders, 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 Merger Agreement contains customary termination rights and provides that each party will be required to pay the other party a
AddedMD&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. 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. 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 transaction if FOX is unable to obtain the required approval of its Class B Common stockholders of the issuance of FOX Class A Common Stock in connection with the transaction.
AddedMD&A
Corporate and Other EBITDA decreased $280 million or 80% for fiscal 2026, as compared to fiscal 2025, primarily due to intercompany FOX branded content and marketing costs associated with the launch of FOX One, which more than offset related distribution revenue.
AddedMD&A
assumptions and any adverse changes to such assumptions could result in an impairment to existing carrying values in future periods and such impairment could be material.
AddedMD&A
•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 integrate operations and realize anticipated benefits post-closing, as well as the risk that the transaction may be delayed or not completed at all;
RemovedMD&A
RewordedMD&A
Net income—Net income increased $739 decreased $566 million or 48% 25% for fiscal 2025, 2026, as compared to fiscal 2024, 2025, primarily due to higher Segment EBITDA (as defined below) and a change in fair value of the Company’s investments in equity securities, partially offset by higher provision for income tax, the absence of a gain on a contribution of assets Segment EBITDA (as defined below) and the lower legal settlement and other costs associated with the discontinuation of Venu Sports (See Note 3—Acquisitions, Disposals and Other Transactions to the accompanying Financial Statements). in fiscal 2025.
RewordedMD&A
The increase decrease in net cash provided by operating activities during fiscal 2025, 2026, as compared to fiscal 2024, 2025, was primarily due to higher Segment EBITDA, principally lower advertising receipts due to higher political advertising receipts from the absence of Super Bowl LIX and the 2024 presidential and congressional elections along with receipts from Super Bowl LIX in February 2025, partially offset by the FIFA Men’s World Cup in the current year and higher content sports programming payments.
RewordedMD&A
Operating expenses increased $607 $287 million or 23% 9% primarily due to higher sports programming rights amortization and production costs driven led by higher college football costs, soccer rights, including licensing costs for rights that are sublicensed, partially offset by the absence broadcast of the Fédération Internationale de Football Association Women’s FIFA Men’s World Cup and the Union of European Football Associations European Championship in the current year. Cup.
RewordedMD&A
RewordedMD&A
RewordedMD&A
The increase in net cash used in investing activities during fiscal 2025, 2026, as compared to fiscal 2024, 2025, was primarily due to an increase in the fiscal 2025 acquisitions (See Note 3—Acquisitions, Disposals, Company’s investments and Other Transactions to the accompanying Financial Statements), capital expenditures, partially offset by a decrease in the Company’s investments and capital expenditures. acquisitions.
RewordedMD&A
Carrying values of goodwill and intangible assets with indefinite lives are reviewed at least tested annually for possible impairment. impairment, or earlier if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount.
RewordedMD&A
Also contributing to this increase was the impact of higher political advertising revenue due to the 2024 presidential and congressional elections predominantly at the Company’s owned and operated television stations and continued digital growth led by the Tubi AVOD service.
RewordedMD&A
The Company generates affiliate fee distribution revenue from affiliate fees for agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company’s owned and operated television stations. stations and for agreements with independently owned television stations that are affiliated with the FOX Network.
RewordedMD&A
For the years ended June 30, 2026 2025 2024 (in millions) Net income $ 1,727 $ 2,293 $ 1,554 Add 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 tax expense 551 768 550 Adjusted EBITDA $ 3,906 $ 3,624 $ 2,883
RewordedMD&A
RewordedMD&A
The increase of $269 $156 million or 21% 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.
Quiet changesMD&A
Quiet changesMD&A
Forward-looking statements may include, among others, the words “may,” “will,” “could,” “should,” “would,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” or any other similar words.