Fox Corp (FOX) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Fox Corp surfaced in its latest filing.

• Merger Agreement dated June 14, 2026 between FOX and Roku, with Roku becoming a wholly owned subsidiary of FOX.June 14, 2026
• The Merger Agreement dated June 14, 2026 between FOX and Roku requires FOX and Roku stockholder approvals and is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust and investment screening laws.June 14, 2026
• The Merger Agreement dated June 14, 2026 between FOX and Roku requires FOX and Roku stockholder approvals and is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust and investment screening laws.June 14, 2026
• Merger Agreement dated June 14, 2026 between FOX and Roku, with Roku becoming a wholly owned subsidiary of FOX.June 14, 2026
• Termination fee of approximately $866 million payable by either party under certain circumstances, including a board recommendation change or failure to consummate by the termination date.
• If the Merger Agreement is terminated in certain circumstances, each party must pay a termination fee of approximately $866 million; FOX must pay Roku a termination fee of approximately $1.2 billion if termination occurs due to failure to obtain certain regulatory approvals or a permanent restraint under antitrust or investment screening laws; and FOX must reimburse Roku up to $70 million for third-party costs if FOX fails to obtain requisite stockholder approval.
• If the Merger Agreement is terminated in certain circumstances, each party must pay a termination fee of approximately $866 million; FOX must pay Roku a termination fee of approximately $1.2 billion if termination occurs due to failure to obtain certain regulatory approvals or a permanent restraint under antitrust or investment screening laws; and FOX must reimburse Roku up to $70 million for third-party costs if FOX fails to obtain requisite stockholder approval.
• Termination fee of approximately $866 million payable by either party under certain circumstances, including a board recommendation change or failure to consummate by the termination date.
• Merger-related lawsuits targeting the Company or its Board of Directors.
• Merger-related lawsuits targeting the Company or its Board of Directors.
• FOX must pay Roku a termination fee of approximately $1.2 billion if the agreement is terminated due to failure to obtain certain regulatory approvals or a permanent restraint under antitrust or investment screening laws.
• FOX must pay Roku a termination fee of approximately $1.2 billion if the agreement is terminated due to failure to obtain certain regulatory approvals or a permanent restraint under antitrust or investment screening laws.
• FOX must reimburse Roku up to $70 million for third-party costs if FOX fails to obtain the requisite stockholder approval.
• The MLB collective bargaining agreement expires in December 2026.December 2026
• The MLB collective bargaining agreement expires in December 2026.December 2026
• FOX must reimburse Roku up to $70 million for third-party costs if FOX fails to obtain the requisite stockholder approval.
• During fiscal 2025 and 2026, the Company recorded non-cash impairment charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses.
• During fiscal 2025 and 2026, the Company recorded non-cash impairment charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses.
• The Merger Agreement restricts the Company from making certain other acquisitions or issuing additional equity in excess of certain limitations without Roku's prior consent.
• The Merger Agreement restricts the Company from making certain other acquisitions or issuing additional equity in excess of certain limitations without Roku's prior consent.
• The Company paid approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.April 2023
• The Company paid approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.April 2023
• The Company paid approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.April 2023
• The Company paid approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023.April 2023
• The Company is defending Smartmatic and other lawsuits alleging defamation or disparagement, as well as related derivative lawsuits.
• The Company is defending Smartmatic and other lawsuits alleging defamation or disparagement, as well as related derivative lawsuits.
• The Company is defending Smartmatic and other lawsuits alleging defamation or disparagement, as well as related derivative lawsuits.
• The Company is defending Smartmatic and other lawsuits alleging defamation or disparagement, as well as related derivative lawsuits.
• The Board approved a $12 billion stock repurchase program.
• The Board approved a $12 billion stock repurchase program.
• Any labor dispute following the expiration of the MLB collective bargaining agreement in December 2026 may preclude airing scheduled games or events.December 2026
• Any labor dispute following the expiration of the MLB collective bargaining agreement in December 2026 may preclude airing scheduled games or events.December 2026
• A stockholders agreement with LGC Holdco and LGC Family Trusts caps collective voting power at 44% of FOX Class B Common Stock outstanding voting power, with forfeiture of votes above the threshold.
• A stockholders agreement with LGC Holdco and LGC Family Trusts caps collective voting power at 44% of FOX Class B Common Stock outstanding voting power, with forfeiture of votes above the threshold.
• During fiscal 2025 and 2026, the Company recorded non-cash impairment charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses.fiscal 2025 and 2026
• During fiscal 2025 and 2026, the Company recorded non-cash impairment charges for intangible assets of approximately $70 million and approximately $64 million, respectively, at the Television segment primarily related to FCC licenses.fiscal 2025 and 2026
• The Board has approved a $12 billion stock repurchase program that could increase LGC Holdco's percentage ownership.
• The Board has approved a $12 billion stock repurchase program that could increase LGC Holdco's percentage ownership.
• Stockholders agreement with LGC Holdco and LGC Family Trusts limits them and Murdoch Individuals to not exceeding 44% of outstanding voting power, with forfeiture of votes if exceeded.
• Stockholders agreement with LGC Holdco and LGC Family Trusts limits them and Murdoch Individuals to not exceeding 44% of outstanding voting power, with forfeiture of votes if exceeded.