Form 8-K

8-K — Fox Corp

Accession: 0001628280-26-033145

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001754301

SIC: 4833 (TELEVISION BROADCASTING STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fox-20260511.htm (Primary)

EX-99.1 (foxearningsreleaseq326.htm)

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8-K

8-K (Primary)

Filename: fox-20260511.htm · Sequence: 1

fox-20260511

0001754301FALSE00017543012026-05-112026-05-110001754301us-gaap:CommonClassAMember2026-05-112026-05-110001754301us-gaap:CommonClassBMember2026-05-112026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

May 11, 2026

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware 001-38776 83-1825597

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION

FILE NO.)

(IRS EMPLOYER

IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbols

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.01 per share FOXA The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share FOX The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2026, Fox Corporation (the “Company”) released its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1

Press release issued by Fox Corporation, dated May 11, 2026, announcing Fox Corporation’s financial results for the quarter ended March 31, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FOX CORPORATION

By: /s/ Adam G. Ciongoli

Name: Adam G. Ciongoli

Title: Chief Legal and Policy Officer

May 11, 2026

EX-99.1

Filename: foxearningsreleaseq326.htm · Sequence: 2

Document

Exhibit 99.1

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

FOX REPORTS THIRD QUARTER FISCAL 2026

REVENUE OF $3.99 BILLION,

NET INCOME OF $175 MILLION, AND

ADJUSTED EBITDA OF $954 MILLION

NEW YORK, NY, May 11, 2026 – Fox Corporation (Nasdaq: FOXA, FOX; “FOX” or the “Company”) today reported financial results for the three months ended March 31, 2026.

The Company reported total quarterly revenue of $3.99 billion as compared to the $4.37 billion reported in the prior year quarter. Distribution revenue increased 3%, driven by 5% growth at the Cable Network Programming segment. Advertising revenue was $1.56 billion as compared to the $2.04 billion reported in the prior year quarter, primarily due to the absence of the prior year broadcast of Super Bowl LIX, partially offset by the impact of an additional NFL Wild Card game and continued digital growth led by the Tubi AVOD service. Content and other revenue increased 12% primarily due to higher sports sublicensing revenue.

The Company reported quarterly net income of $175 million as compared to the $354 million reported in the prior year quarter. Net income attributable to Fox Corporation stockholders was $166 million ($0.38 per share) as compared to the $346 million ($0.75 per share) reported in the prior year quarter. Adjusted net income attributable to Fox Corporation stockholders1 was $570 million ($1.32 per share) as compared to the $507 million ($1.10 per share) reported in the prior year quarter.

Quarterly Adjusted EBITDA2 was $954 million, an increase of $98 million or 11% from the amount reported in the prior year quarter, as the revenue decrease noted above was more than offset by lower expenses. The decrease in expenses was primarily due to lower sports programming rights amortization and production costs, led by the absence of the prior year broadcast of Super Bowl LIX, partially offset by the impact of an additional NFL Wild Card game and costs associated with the launch of Fox One.

Commenting on the results, Executive Chair and Chief Executive Officer Lachlan Murdoch said:

"Our fiscal third quarter results once again demonstrate continued strength and momentum across our business. This strong performance, led by robust core advertising trends, underscores FOX’s leadership in live programming, bolstered by continued strength at our leading free streaming service, Tubi. Against this backdrop, we are proud to be bringing the world’s biggest sporting event to American homes with the FIFA Men's World Cup hosted here in North America across June and July. Meanwhile we remain steadfast in our commitment to delivering long-term shareholder value supported by our strong balance sheet.”

1 Excludes net income effects of Restructuring, impairment and other corporate matters, adjustments to Equity earnings (losses) of affiliates, Non-operating other, net, Tax provision and Noncontrolling interest adjustments. See Note 1 for a description of adjusted net income attributable to Fox Corporation stockholders and adjusted earnings per share attributable to Fox Corporation stockholders, which are considered non-GAAP financial measures, and a reconciliation of reported net income attributable to Fox Corporation stockholders and earnings per share attributable to Fox Corporation stockholders to adjusted net income attributable to Fox Corporation stockholders and adjusted earnings per share attributable to Fox Corporation stockholders.

2 Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted

EBITDA.

Page 1

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

REVIEW OF OPERATING RESULTS

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

$ Millions

Revenues by Component:

Distribution3 $ 2,107 $ 2,039 $ 6,024 $ 5,840

Advertising 1,556 2,036 5,423 5,787

Content and other 331 296 1,467 1,386

Total revenues $ 3,994 $ 4,371 $ 12,914 $ 13,013

Segment Revenues:

Cable Network Programming $ 1,741 $ 1,636 $ 5,678 $ 5,398

Television 2,197 2,704 7,184 7,618

Corporate and Other 152 58 365 181

Eliminations (96) (27) (313) (184)

Total revenues $ 3,994 $ 4,371 $ 12,914 $ 13,013

Adjusted EBITDA:

Cable Network Programming $ 884 $ 878 $ 2,371 $ 2,283

Television 191 60 733 637

Corporate and Other (121) (82) (393) (235)

Adjusted EBITDA4 $ 954 $ 856 $ 2,711 $ 2,685

Depreciation and amortization:

Cable Network Programming $ 25 $ 24 $ 78 $ 69

Television 32 28 92 87

Corporate and Other 44 43 129 127

Total depreciation and amortization $ 101 $ 95 $ 299 $ 283

3 The Company generates distribution revenue from agreements with MVPDs for cable network programming and retransmission fees for the broadcast of the Company’s owned and operated television stations and from subscription fees for the Company’s direct-to-consumer streaming services. In addition, the Company generates distribution revenue from agreements with independently owned television stations that are affiliated with the FOX Network. Prior period amounts have been reclassified to conform to the current presentation.

4 Adjusted EBITDA is considered a non-GAAP financial measure. See Note 2 for a description of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.

Page 2

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

CABLE NETWORK PROGRAMMING

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

$ Millions

Revenues

Distribution $ 1,233 $ 1,169 $ 3,486 $ 3,340

Advertising 390 372 1,226 1,153

Content and other 118 95 966 905

Total revenues 1,741 1,636 5,678 5,398

Operating expenses (702) (601) (2,831) (2,657)

Selling, general and administrative (155) (158) (476) (467)

Amortization of cable distribution investments — 1 — 9

Segment EBITDA $ 884 $ 878 $ 2,371 $ 2,283

Cable Network Programming reported quarterly segment revenue of $1.74 billion, an increase of $105 million or 6% from the amount reported in the prior year quarter. Distribution revenue increased $64 million or 5% as contractual price increases were partially offset by the impact of net subscriber declines. Advertising revenue increased $18 million or 5%, primarily due to higher news pricing partially offset by lower ratings, and the current year broadcast of the World Baseball Classic. Content and other revenue increased $23 million or 24%, primarily due to higher sports sublicensing revenue.

Cable Network Programming reported quarterly segment EBITDA of $884 million, an increase of $6 million or 1% from the amount reported in the prior year quarter, as the revenue increase noted above was partially offset by higher expenses. The increase in expenses was driven by higher sports programming rights amortization.

Page 3

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

TELEVISION

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

$ Millions

Revenues

Advertising $ 1,166 $ 1,664 $ 4,197 $ 4,634

Distribution 858 870 2,510 2,500

Content and other 173 170 477 484

Total revenues 2,197 2,704 7,184 7,618

Operating expenses (1,736) (2,359) (5,642) (6,191)

Selling, general and administrative (270) (285) (809) (790)

Segment EBITDA $ 191 $ 60 $ 733 $ 637

Television reported quarterly segment revenue of $2.20 billion as compared to the $2.70 billion reported in the prior year quarter. Advertising revenue was $1.17 billion as compared to the $1.66 billion reported in the prior year quarter, primarily due to the absence of the prior year broadcast of Super Bowl LIX, partially offset by the broadcast of an additional NFL Wild Card game and continued digital growth led by the Tubi AVOD service. Distribution revenue was $858 million as compared to the $870 million reported in the prior year quarter, driven by the impact of net subscriber declines. Content and other revenue increased $3 million or 2%, primarily due to higher entertainment content revenue.

Television reported quarterly segment EBITDA of $191 million, an increase of $131 million from the amount reported in the prior year quarter, as the revenue decrease noted above was more than offset by lower expenses. The decrease in expenses was driven by lower sports programming rights amortization and production costs, led by the absence of the prior year broadcast of Super Bowl LIX, partially offset by the broadcast of an additional NFL Wild Card game.

Page 4

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

SHARE REPURCHASE PROGRAM

As of March 31, 2026, the Company has cumulatively repurchased approximately $6.7 billion of its Class A common stock and approximately $1.8 billion of its Class B common stock, with a remaining authorization of $3.5 billion. During the quarter, the Company repurchased approximately $50 million of its Class A common stock and $50 million of its Class B Common stock.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

To access a copy of this press release through the Internet, access Fox Corporation’s corporate website located at http://www.foxcorporation.com.

CONTACTS

Gabrielle Brown, Investor Relations Brian Nick, Press Inquiries

212-852-7720 310-369-3545

Charlie Costanzo, Investor Relations Lauren Townsend, Press Inquiries

212-852-7908 310-369-2729

Page 5

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

$ Millions, except per share amounts

Revenues $ 3,994 $ 4,371 $ 12,914 $ 13,013

Operating expenses (2,494) (2,965) (8,473) (8,759)

Selling, general and administrative (546) (551) (1,730) (1,578)

Depreciation and amortization (101) (95) (299) (283)

Restructuring, impairment and other corporate matters (32) (55) (38) (251)

Equity losses of affiliates (20) (18) (18) (11)

Interest expense, net (66) (55) (214) (185)

Non-operating other, net (499) (158) (785) 156

Income before income tax expense 236 474 1,357 2,102

Income tax expense (61) (120) (326) (528)

Net income 175 354 1,031 1,574

Less: Net income attributable to noncontrolling interests (9) (8) (37) (28)

Net income attributable to Fox Corporation stockholders $ 166 $ 346 $ 994 $ 1,546

Weighted average shares: 432 461 443 462

Net income attributable to Fox Corporation stockholders per share: $ 0.38 $ 0.75 $ 2.24 $ 3.35

Page 6

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

CONSOLIDATED BALANCE SHEETS

March 31,

2026

June 30,

2025

$ Millions

Assets:

Current assets:

Cash and cash equivalents $ 3,601 $ 5,351

Receivables, net 2,948 2,472

Inventories, net 652 432

Other 337 174

Total current assets 7,538 8,429

Non-current assets:

Property and equipment, net 1,782 1,705

Intangible assets, net 2,943 2,969

Goodwill 3,647 3,639

Deferred tax assets 2,604 2,721

Other non-current assets 3,269 3,732

Total assets $ 21,783 $ 23,195

Liabilities and Equity:

Current liabilities:

Accounts payable, accrued expenses and other current liabilities $ 2,603 $ 2,897

Total current liabilities 2,603 2,897

Non-current liabilities:

Borrowings 6,605 6,602

Other liabilities 1,415 1,341

Redeemable noncontrolling interests 84 288

Commitments and contingencies

Equity:

Class A common stock, $0.01 par value 2 2

Class B common stock, $0.01 par value 2 2

Additional paid-in capital 7,252 7,603

Retained earnings 3,837 4,479

Accumulated other comprehensive loss (124) (124)

Total Fox Corporation stockholders’ equity 10,969 11,962

Noncontrolling interests 107 105

Total equity 11,076 12,067

Total liabilities and equity $ 21,783 $ 23,195

Page 7

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended March 31,

2026 2025

$ Millions

OPERATING ACTIVITIES:

Net income $ 1,031 $ 1,574

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization 299 283

Restructuring, impairment and other corporate matters 38 168

Equity-based compensation 90 97

Equity losses of affiliates 18 11

Cash distributions received from affiliates — 13

Non-operating other, net 785 (156)

Deferred income taxes 116 165

Change in operating assets and liabilities, net of acquisitions and dispositions

Receivables and other assets (546) (897)

Inventories net of programming payable (387) 691

Accounts payable and accrued expenses (226) (26)

Other changes, net (115) (112)

Net cash provided by operating activities 1,103 1,811

INVESTING ACTIVITIES:

Property and equipment (361) (212)

Purchase of investments (168) (79)

Acquisitions, net of cash acquired (8) (91)

Other investing activities, net (6) (25)

Net cash used in investing activities (543) (407)

FINANCING ACTIVITIES:

Repurchase of shares (1,900) (750)

Dividends paid and distributions (275) (267)

Purchase of noncontrolling interest (208) —

Other financing activities, net 73 109

Net cash used in financing activities (2,310) (908)

Net (decrease) increase in cash and cash equivalents (1,750) 496

Cash and cash equivalents, beginning of year 5,351 4,319

Cash and cash equivalents, end of period $ 3,601 $ 4,815

Page 8

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

NOTE 1 – ADJUSTED NET INCOME AND ADJUSTED EPS

The Company uses net income attributable to Fox Corporation stockholders and earnings per share (“EPS”) attributable to Fox Corporation stockholders excluding net income effects of Restructuring, impairment and other corporate matters, adjustments to Equity earnings (losses) of affiliates, Non-operating other, net, Tax provision and Noncontrolling interest adjustments (“Adjusted Net Income” and “Adjusted EPS” respectively) to evaluate the performance of the Company’s operations exclusive of certain items that impact the comparability of results from period to period.

Adjusted Net Income and Adjusted EPS may not be comparable to similarly titled measures reported by other companies. Adjusted Net Income and Adjusted EPS are not measures of performance under GAAP and should be considered in addition to, and not as substitutes for, net income attributable to Fox Corporation stockholders and EPS as reported in accordance with GAAP. However, management uses these measures in comparing the Company’s historical performance and believes that they provide meaningful and comparable information to management, investors and equity analysts to assist in their analysis of the Company’s performance relative to prior periods and the Company’s competitors.

The following table reconciles net income attributable to Fox Corporation stockholders and EPS attributable to Fox Corporation stockholders to Adjusted Net Income and Adjusted EPS for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31, 2026 March 31, 2025

Income EPS Income EPS

$ Millions, except per share data

Net income attributable to Fox Corporation stockholders $ 166 $ 0.38 $ 346 $ 0.75

Restructuring, impairment and other corporate matters 32 0.07 55 0.12

Non-operating other, net 499 1.16 158 0.34

Tax provision (127) (0.29) (52) (0.11)

As adjusted $ 570 $ 1.32 $ 507 $ 1.10

Page 9

EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2026

NOTE 2 – ADJUSTED EBITDA

Adjusted EBITDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Adjusted EBITDA does not include: Depreciation and amortization, Restructuring, impairment and other corporate matters, Equity earnings (losses) of affiliates, Interest expense, net, Non-operating other, net and Income tax expense. Effective July 1, 2025, the Company no longer removes the impact of amortization of cable distribution investments when calculating Adjusted EBITDA. Prior periods were not restated as the impact of the change is immaterial to the calculation.

Management believes that information about Adjusted EBITDA assists all users of the Company’s Unaudited Consolidated Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect Net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles net income to Adjusted EBITDA for the three and nine months ended March 31, 2026 and 2025:

Three Months Ended

March 31, Nine Months Ended

March 31,

2026 2025 2026 2025

$ Millions

Net income $ 175 $ 354 $ 1,031 $ 1,574

Add:

Amortization of cable distribution investments — 1 — 9

Depreciation and amortization 101 95 299 283

Restructuring, impairment and other corporate matters 32 55 38 251

Equity losses of affiliates 20 18 18 11

Interest expense, net 66 55 214 185

Non-operating other, net 499 158 785 (156)

Income tax expense 61 120 326 528

Adjusted EBITDA $ 954 $ 856 $ 2,711 $ 2,685

Page 10

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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