Fox (FOXA) Risk Factor Changes

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 Board has approved a $12 billion stock repurchase program for the FOX Class A common stock and FOX Class B common stock, which has and in the future could increase the percentage of FOX Class B Common Stock held b…

This ownership concentration of FOX Class B Common Stock by LGC Holdco and associated concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company.

The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control, or…

Certain provisions of the Company’s Amended and Restated Certificate of Incorporation, Amended and Restated By-laws, Delaware law and the ownership of the Company’s Common Stock by LGC Holdco, LLC may discourage takeo…

From time to time, we are subject to various legal proceedings (including class action and individual lawsuits, administrative complaints, regulatory investigations and arbitration proceedings), involving claims relat…

We are subject to taxation in U.S.

The Company uses satellite systems to transmit its broadcast and cable networks to affiliates.

The Company owns broadcast station licensees in connection with its ownership and operation of U.S.

increasing regulatory focus.

We are subject to U.S.

ways that limit the extent or duration of the Company’s rights or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease or the cost of obtaining and enforcing…

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…

In addition, our networks have programming rights agreements of varying scope and duration with various sports leagues to broadcast and produce sports events, including certain college football and basketball, NFL and…

The Company's business depends on the continued efforts and abilities of key personnel, including news, sports and entertainment personalities.

Our brands, particularly the FOX brand, are among our most valuable assets.

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

The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all, could cause the Company’s advertising and distribution revenues to decline significantly i…

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.

Programming distribution is a speculative business since the revenues derived from the distribution of content depend primarily on its acceptance by the public, which is difficult to predict.

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 efficien…

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 s…

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.

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.

Advertising sales also largely depend on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels.

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 view…

preferences, it could have a significant adverse effect on the Company's business, financial condition or results of operations.

To remain competitive in this evolving environment, the Company must effectively anticipate and adapt to new market changes.

The ways in which consumers view content and technology and business models in our industry continue to rapidly evolve.

Each member of the 21CF consolidated group, which, prior to the Transaction, included 21CF, the Company and 21CF’s other subsidiaries, is jointly and severally liable for the U.S.

The Company could be liable for income taxes owed by 21CF.

Pursuant to the agreements the Company and 21CF entered into in connection with the Transaction, 21CF will indemnify the Company for certain liabilities and the Company will indemnify 21CF for certain liabilities.

indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF.

The indemnification arrangements the Company entered into with 21CF in connection with the Transaction may require the Company to divert cash to satisfy indemnification obligations to 21CF.

Risks Related to the Company’s Separation from 21CF

Further, as a result of his ability to appoint certain members of the board of directors of the corporate trustee of the Murdoch Family Trust, which beneficially owns less than one percent of the outstanding FOX Class…

Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things:

matters.

transfer of Common Stock to a non-U.S.

We are subject to U.S.

costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

distributing scheduled games or events, resulting in decreased revenues, which could adversely affect our business, financial condition or results of operations.

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.

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.

agreements on terms that are favorable to all our networks.

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 view…

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.

In addition, all of the shares of FOX Class A Common Stock and the majority of the shares of FOX Class B Common Stock formerly held by the Murdoch Family Trust have been transferred to LGC Holdco, a Delaware limited l…

results of operations or its tax assets.

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 o…

The Company takes a variety of actions to combat piracy and signal theft, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applic…

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…

new talent will be favorable or acceptable to us, or that new talent will be as successful as their predecessors.

Damage to our brands, particularly the FOX brand, or our reputation could have a material adverse effect on our business, financial condition or results of operations.

We enter into long-term contracts for both the acquisition and distribution of media programming and products, including contracts for the acquisition of programming rights for sports events and other content, and con…

intense.

Prevailing economic conditions and the state of the financial markets affect various aspects of our business.

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 cond…

FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations.

The Merger involves the integration of Roku and FOX’s businesses -- a complex, costly and time-consuming process.

The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger.

Securities class action and derivative lawsuits are often brought against public companies that have entered into merger agreements.

The 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.

The market price of the Common Stock may decline as a result of the Merger.

Uncertainty 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…

Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations.

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 Co…

•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.

•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 ma…

•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;

•negative reactions from FOX’s customers, suppliers, distributors, employees, or other business partners;

•negative reactions from the financial markets, including negative impacts on 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:

Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock.

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.

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 certai…

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 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.