beneficial owner In addition, all of the shares beneficially 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 MFT. K. Rupert Murdoch, however, disclaims any beneficial ownership of these shares. Also, K. Rupert Murdoch “LGC Family Trusts”). LGC Holdco beneficially owns or may be deemed to beneficially own an additional 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, 2025. Thus, 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. Rupert Murdoch. As a result, Lachlan K. Murdoch may be deemed to beneficially own in be the aggregate less than one percent beneficial owner of the Company’s Class A Common Stock and approximately 41.2% shares owned by LGC Holdco. Lachlan K. Murdoch, however, disclaims beneficial ownership of the Company’s such shares. This ownership concentration of Class B Common Stock as of June 30, 2025. This and associated concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company. Additionally, the such 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 LGC Holdco will be adopted and proposals that are not supported by the MFT 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 may also be impacted by other events outside its control, such as developments in the industries in which it operates. In the U.S. residential real estate industry, settlements lawsuits and regulatory investigations, as well as pressure from industry participants, have led to changes in established rules and practices. Settlements of recent class action lawsuits against certain brokerages and franchisors, as well as NAR, have led resulted in changes to changes in NAR’s rules and practices, including elimination of the cooperative compensation rule, thereby prohibiting REALTOR® MLSs from publishing how buyer broker compensation offers. While the 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 such these and any other changes is uncertain to industry rules and difficult to predict, if they significantly practices that may result from any further litigation, settlements, regulatory scrutiny or market shifts could affect how home buyers and sellers engage with agents or negatively impact and agent commissions, that could 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 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.
The Company generates substantial revenues from the sale of advertising, and a decline declines in advertising revenues has have had, and could continue to have, an adverse effect on its business, financial condition and results of operations. Shifting consumer operations and financial condition. Consumer preferences toward for digital content consumption and 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 and inventory, 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. 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. Visibility on these platforms depends on Changes made by platform operators, including decreasing referrals, the incorporation of AI engines with different algorithms that and changes impacting visibility, occur frequently, are outside the Company’s control and change frequently, and recent changes have adversely affected affected, and could adversely affect, traffic to some of and engagement for the Company’s digital properties, particularly properties and consequently, advertising sales and rates. As the advertising industry evolves in response to AI-driven changes in content discovery and consumption, the U.K. Company will need to adapt to new advertising formats, delivery methods, strategies and offerings in order to compete successfully for advertising budgets. Certain of these large digital 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. 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
The Company faces significant competition, including from other providers of information, news, real estate-related and entertainment products and services. 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. 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 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 on third-party and other products and services are discovered and displayed. Changes these platforms reduces its control over how its content is discovered, displayed and monetized and may make to algorithms, ranking methodologies, presentation, placement, user interfaces, access terms or pricing affect its the Company’s ability to attract, retain and monetize consumers directly and compete effectively. Generative AI-powered chatbots, search overviews As these platforms and other tools using models trained or grounded on 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 content or that produce responses that contain, are similar to or are based on the Company’s content without permission, attribution or compensation, 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, and subscriber demand for, and engagement with, the Company’s digital products and services and harm existing and potential revenue streams. Technological advances, including particularly in AI, have also increased reduced barriers to entry by, among other things, increasing the availability of public sources of free or inexpensive information and reduced decreasing the cost to collect, process and package this information, which enables 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, often at a lower cost, services and potentially diminishes diminish their perceived value.
In the course of its business, the Company collects, stores, uses 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 U.S. federal, state and local and international 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 regulates personal data processing throughout the E.U. and the U.K., respectively, and significantly increases maximum provides significant penalties for non-compliance, as well as U.S. federal data privacy laws, and a significant and growing number of U.S. federal state and state data privacy local laws. Recently enacted state 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 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 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.
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, 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. 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.
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” 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. Benchmarks provided Expanding regulation of digital services and related business practices and scrutiny and enforcement by consumer protection authorities may impose restrictions on the Company’s Dow Jones Energy business may be subject digital consumer platforms and data-driven initiatives, including with respect to regulatory frameworks in the E.U. pricing 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. newspapers. 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. Press-Related Regulation” and “—U.K. Radio Broadcasting and On-Demand Services Regulation,” respectively, for more information. subscription practices. A number of new 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 “Developments in AI, Including the Company’s Use of AI may AI, May Expose it to Certain Risks, Which Could Adversely Affect its Business, Reputation or Financial Results.” Laws and regulations 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. 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 technologies (such as generative AI, 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.
•manage and adapt to changes made by large digital platforms 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, visits subscriptions, traffic, engagement and advertiser interest), which occur frequently and are outside the Company’s control; and