DEF 14A of News Corp, Sep 23, 2026

DEF 14A of News Corp

Filed Sep 23, 2026 · FY20260001104659-26-109969

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | Director | Age | Gender | Director Since | Independent | Other Reporting Company Directorships | Committee Memberships | | | | | | | | | | Audit | Compensation | Nominating & Corporate Governance | | Lachlan K. Murdoch Chair | 55 | M | 2013 | | 1 | | | | | Robert J. Thomson Chief Executive Officer | 65 | M | 2013 | | 0 | | | | | José María Aznar | 73 | M | 2013 | X | 0 | * | | | | Natalie Bancroft | 46 | F | 2013 | X | 0 | | | | | Ana Paula Pessoa | 59 | F | 2013 | X | 0 | * | | | | Masroor Siddiqui Lead Director(a) | 54 | M | 2013 | X | 0 | * | | |

  3. Board of Directors

    Chair Member * Audit Committee Financial Expert For more details on the Board’s leadership structure, including the role and responsibilities of the independent Lead Director, see “Corporate Governance Matters—Board Leadership Structure” beginning on page 14.

  4. Board of Directors

    | 2 | | | | 2026 Proxy Statement |

  5. Board Qualifications and Experience

    Board Qualifications and Experience

  6. Executive Compensation Highlights

    Executive Compensation Highlights

  7. Executive Compensation Highlights

    | We Pay for Performance | We Seek to Mitigate Compensation-Related Risk | | ■ Majority of our named executive officers’ (“NEOs’”) fiscal 2026 target compensation was “at risk,” variable and performance-based ➤ CEO’s target compensation was 84% “at risk” | ■ Annual compensation risk assessment | | | ■ No guaranteed bonuses | | | ■ Anti-hedging policy applicable to all Directors and employees, including the NEOs | | ■ At least 70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets | ■ Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts payout of individual qualitative portion of annual cash incentive awards as a negative-only adjustment | | ■ Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy | ■ Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees | | ■ No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company | ■ Rigorous stock ownership guidelines for all NEOs and Non-Executive Directors (as defined herein) |

  8. Executive Compensation Highlights

    For additional information on our executive compensation, see the “Compensation Discussion and Analysis,” which begins on page 35, and the “Summary Compensation Table” and other related tables and disclosure in “Executive Compensation,” which begin on page 54.

  9. Executive Compensation Highlights

    | | 2026 Proxy Statement | | | 3 |

  10. Executive Compensation Highlights

    ELECTION OF DIRECTORS Our Board has nominated six Directors for election at this Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the Directors may reduce the size of the Board or the proxy holders (as defined herein), to the extent permitted under SEC rules, will exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominees. The ages shown herein are as of September 23, 2026. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so. Approval of the election of each Director nominee requires the affirmative vote of a majority of the votes cast by holders represented and entitled to vote thereon. Stockholders may vote “For,” “Against,” or “Abstain” with respect to each Director nominee. See “Information About the Annual Meeting—Voting Instructions and Information—What votes are required to approve each of the proposals?” for information with respect to the effect of abstentions and broker non-votes, if any. The Board remains focused on Board composition. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.

  11. Executive Compensation Highlights

    | 4 | | | | 2026 Proxy Statement |

  12. Executive Compensation Highlights

    | Lachlan K. Murdoch | | | Chair Age 55 Director since: June 2013 | Key Experience, Qualifications and Board Contributions ■ Mr. L.K. Murdoch has unique and extensive knowledge of the Company, its history and its operations through serving as Co-Chair of the Company’s Board since 2014 before becoming sole Chair in November 2023, and at the Company’s former parent, News Corporation, having served as a Director since 1996 and in senior executive roles, including Deputy Chief Operating Officer, from 1994 to 2005. ■ Mr. L.K. Murdoch provides the Board with invaluable insight on long-term strategic planning and execution, large-scale cost rationalization and organizational structure evaluation gained as Chief Executive Officer and Executive Chair of Fox Corporation and as Executive Chairman of Fox Corporation’s former parent, Twenty-First Century Fox, Inc. (“21st Century Fox”). ■ Mr. L.K. Murdoch’s executive leadership roles at a number of media companies also allow him to offer impactful guidance to the Board and leadership team on how the rapidly changing digital media landscape affects News Corp’s businesses. Other Key Skill Sets ■ Led many significant transactions, including News Corp’s purchase of a controlling stake in REA Group, a leading online real estate business in Australia, which was initiated by Mr. L.K. Murdoch with an initial strategic investment of approximately $1 million and resulted in a corporate asset with a market capitalization of over $20 billion AUD ■ Extensive operational, strategic and financial experience serving in several senior leadership positions within Fox Corporation, 21st Century Fox and News Corporation, including as Deputy Chief Operating Officer, with oversight of HarperCollins and the Company’s Australian businesses, including REA, Chairman of News Limited (now known as News Corp Australia); Publisher of the New York Post and on the Board of Foxtel ■ Strong leadership in developing global strategies and guiding the overall corporate agenda | | | Employment and Other Experience 2019–Present Executive Chair, Fox Corporation (a news, sports and entertainment company) 2018–Present Chief Executive Officer, Fox Corporation 2015–2019 Executive Chairman, 21st Century Fox (a diversified global media and entertainment company) 2014–2015 Co-Chairman, 21st Century Fox 2005–Present Executive Chairman, Illyria Pty Ltd (a private company) 2009–2022 Executive Chairman, NOVA Entertainment (an Australian media company) 2012–2014 Non-Executive Chairman, Ten Network Holdings Limited (an Australian media company) 2011–2012 Acting Chief Executive Officer, Ten Network Holdings Limited 2000–2005 Deputy Chief Operating Officer, News Corporation (the Company’s former parent) 1994–2005 Various roles, News Corporation | | | Other Corporate Directorships Fox Corporation (2019–Present) 21st Century Fox (formerly News Corporation) (1996–2019) Ten Network Holdings Limited (2010–2014) |

  13. Executive Compensation Highlights

    | | 2026 Proxy Statement | | | 5 |

  14. Executive Compensation Highlights

    | Robert J. Thomson | | | Chief Executive Age 65 Director since: June 2013 | Key Experience, Qualifications and Board Contributions ■ Mr. Thomson has been central in publishing industry efforts to negotiate fair payments from social media and other technology companies for news content that they benefit from, contributing to News Corp’s historic levels of profitability since fiscal 2022. ■ Under his management and leadership, The Wall Street Journal was consistently one of the most innovative and successful newspapers in the U.S. Mr. Thomson greatly expanded The Wall Street Journal’s global reach through the digital initiatives of WSJ.com, and as Managing Editor of the U.S. edition of the Financial Times, Mr. Thomson led its drive into the U.S. market, where sales trebled during his tenure. ■ Mr. Thomson’s keen understanding of the evolving U.S. and international markets in which the Company operates and his commitment to generating high quality content make him a valuable resource for the Board. Other Key Skill Sets ■ Extensive business, operational and international experience in the publishing industry through his career as a financial journalist, foreign correspondent and editor ■ Demonstrated ability to deliver financial results as a leader across an array of diverse media properties with unique business models, technologies and customers | | | Employment and Other Experience 2013–Present Chief Executive, News Corp 2008–2012 Editor-in-Chief, Dow Jones 2008–2012 Managing Editor, The Wall Street Journal 2007–2008 Publisher, Dow Jones 2002–2007 Editor, The Times of London 1998–2002 Managing Editor (U.S. edition), Financial Times 1985–1998 Various roles, Financial Times |

  15. Executive Compensation Highlights

    | 6 | | | | 2026 Proxy Statement |

  16. Executive Compensation Highlights

    | José María Aznar | | | Independent Director Age 73 Director since: June 2013 Committees: ■ Audit ■ Nominating and Corporate Governance (Chair) | Key Experience, Qualifications and Board Contributions ■ Mr. Aznar brings to the Board strategic planning expertise and leadership skills from his extensive experience including serving as President of Spain. ■ Mr. Aznar provides valuable international perspective into government and public policy matters, offering unique and deep knowledge with respect to countries where the Company operates globally. ■ Mr. Aznar brings to his role as Nominating and Corporate Governance Committee Chair strong knowledge of corporate governance and strategy gained through his governmental and corporate board experience. Other Key Skill Sets ■ International economic policy experience gained overseeing Spain’s participation in the Eurozone, financial and risk management expertise developed as a leader at the highest levels of government and training as a public accountant ■ Digital and technology experience from his service on the Board of Afiniti Ltd., a developer of AI systems Employment and Other Experience 1989–Present President, Foundation for Social Studies and Analysis (a political research and educational organization focused on Spain) 2014–Present President, el Instituto Atlántico de Gobierno (an organization for higher education that he founded) 2018–Present Special Advisor, Latham & Watkins LLP (a law firm) 2004–2016 Honorific President, Partido Popular of Spain 2012–2015 Distinguished Fellow, Chair of the Atlantic Basin Initiative, School of Advanced International Studies, Johns Hopkins University 2004–2012 Distinguished Scholar in the Practice of Global Leadership, Georgetown University 2005–2006 Member, State Council of Spain 1996–2004 President of Spain 1990–2004 Executive President, Partido Popular of Spain Other Corporate Directorships Afiniti Ltd. (2016–2024) 21st Century Fox (2006–2013) |

  17. Executive Compensation Highlights

    | | 2026 Proxy Statement | | | 7 |

  18. Executive Compensation Highlights

    | Natalie Bancroft | | | Independent Director Age 46 Director since: June 2013 Committees: ■ Compensation ■ Nominating and Corporate Governance | Key Experience, Qualifications and Board Contributions ■ Ms. Bancroft has developed deep knowledge of strategic planning, corporate governance, management succession planning, global brands and risk management through her public company board and committee service, adding valuable perspective to the deliberations of the Board. ■ Ms. Bancroft has served as a Director of the Company’s predecessor since its acquisition of Dow Jones in 2007. ■ Ms. Bancroft also brings experience with business development and management processes gained as a technology company founder. Other Key Skill Sets ■ Global perspective due to her international and culturally diverse background ■ Background in journalism and arts Employment and Other Experience 2020–2022 Co-Founder, SpoonFull LLC (a technology company focused on independent restaurant supply chains) 2019–2022 Director, California Ballet (a professional ballet company) 2016–2021 Director, Pacific Arts Society (a non-profit performing arts company) Other Corporate Directorships 21st Century Fox (2007–2013) |

  19. Executive Compensation Highlights

    | 8 | | | | 2026 Proxy Statement |

  20. Executive Compensation Highlights

    | Ana Paula Pessoa | | | Independent Director Age 59 Director since: June 2013 Committees: ■ Audit (Chair of AI Subcommittee) ■ Nominating and Corporate Governance | Key Experience, Qualifications and Board Contributions ■ Ms. Pessoa contributes digital and technology expertise from her leadership roles at Kunumi Inteligencia Artificial SA (“Kunumi”), a leading Brazilian AI company, before its sale in 2024, and the Kunumi Institute, a nonprofit focused on AI research, and her leadership of and investment in technology companies. ■ Ms. Pessoa brings to the Board strong strategic leadership, business development and financial skills, including from her roles with Kunumi and Brunswick Group and serving as Chief Financial Officer of the Olympic Games and Globo Organizations. ■ Ms. Pessoa also has in-depth knowledge of the media industry, having gained extensive experience during her tenure at Globo with its newspaper, Internet, cable and satellite television and telecom operations. Other Key Skill Sets ■ Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and AI, gained through her tenure at Kunumi and other technology companies ■ Extensive leadership, strategic planning and corporate governance experience gained through her executive leadership positions and public company board service Employment and Other Experience 2000–Present Founder and Partner, Avanti SC (a strategic planning firm) 2025–Present Strategy and Resources Advisor, Kunumi Institute (nonprofit in Brazil focused on AI research) 2017–2024 Partner, Kunumi (an AI company in Brazil) 2017–2023 Director, Kunumi 2017–2022 Chair, Kunumi 2017–2019 Chief Strategy Officer, Kunumi 2015–2017 Chief Financial Officer, 2016 Olympic and Paralympic Summer Games (Rio de Janeiro) 2012–2015 Partner, Brunswick Group (an international corporate communications firm) 2011–2015 Partner, Black-Key Participações SA (a company investing in digital start-up companies in Brazil) 2011–2015 Partner, Neemu Internet (an e-commerce technology firm) 2001–2011 Chief Financial Officer, Globo Organizations (a media group in South America) 1993–2001 Various roles, Globo Organizations Other Corporate Directorships Cosan S.A. (2022–2025) Suzano S.A. (2019–2024) Credit Suisse Group AG (2018–2023) Vinci SA (2015–2023) |

  21. Executive Compensation Highlights

    | | 2026 Proxy Statement | | | 9 |

  22. Executive Compensation Highlights

    | Masroor Siddiqui | | | Independent Lead Director Age 54 Director since: June 2013 Committees: ■ Audit (Chair) ■ Compensation (Chair) | Key Experience, Qualifications and Board Contributions ■ Mr. Siddiqui has deep expertise in finance, investment and global markets, as a result of his executive leadership roles with Naya Capital Management UK and other global investment firms. ■ Mr. Siddiqui brings extensive experience evaluating businesses in media, technology and other industries relevant to the Company’s businesses. ■ Mr. Siddiqui provides expertise in financial oversight and accounting through his financial executive experience, enhancing the Audit Committee’s oversight of risks that may arise out of financial planning and reporting. Other Key Skill Sets ■ Extensive experience leading complex organizations on the alignment of financial and strategic objectives and an understanding of cost discipline and organizational structure through his experience as a chief executive officer Employment and Other Experience 2012–Present Chief Executive Officer, Naya Capital Management UK Limited (an investment firm that he co-founded) 2009–2011 Partner, Children’s Investment Fund Management (UK) LLP (a hedge fund) 2006–2009 Managing Director, Canyon Partners (an investment firm) 2004–2006 Senior Vice President, Putnam Investments (an investment firm) |

  23. Executive Compensation Highlights

    | FOR | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE. |

  24. Executive Compensation Highlights

    | 10 | | | | 2026 Proxy Statement |

  25. Executive Compensation Highlights

    The Company is committed to maintaining a strong ethical culture and robust governance practices that benefit the long-term interests of stockholders. Our Board regularly reviews and updates its compliance and training programs and corporate governance policies and practices in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of the Company’s businesses. Our corporate governance practices include:

  26. Executive Compensation Highlights

    | Board Composition and Practices | ■ Majority of independent Directors ■ Independent Lead Director with robust responsibilities ■ Executive sessions of independent Directors held at every regular Board meeting ■ Annual Board and committee self-evaluations ■ Director overboarding policy, with which all current Board members comply | | Board Committees | ■ Key standing Board Committees comprised solely of independent Directors ■ Committees authorized to retain independent advisors ■ All Audit Committee members are “audit committee financial experts” ■ Compensation Committee oversees CEO succession planning process | | Stockholder Rights and Engagement | ■ Annual election of all Directors ➤ Majority vote standard and Director resignation policy in uncontested Director elections ■ Annual stockholder advisory vote to approve NEO compensation ■ Active stockholder engagement program with our unaffiliated Class A and Class B stockholders that includes participation by independent Directors ■ No stockholder rights plan (“poison pill”) | | Strategy, Risk, AI, Compliance and Sustainability/Corporate Responsibility Oversight | ■ Board sets the strategic vision for the Company ➤ Annual review of long-term strategic plan and discussion of strategy at every regular meeting ■ Board oversees management’s identification and management of risk ➤ Involvement at both full Board and individual committee level ■ Dedicated “AI Subcommittee” supports the Audit Committee in its oversight of risks and opportunities related to AI ■ Audit Committee assists the Board in its oversight of the Global Compliance Program and the activities of the Company’s Compliance Steering Committee ■ Board and its Committees oversee sustainability and corporate responsibility matters ➤ Company’s goals, efforts and progress on such matters shared with stakeholders through annual social impact report | | Equity and Compensation | ■ Stock ownership guidelines for the NEOs and Non-Executive Directors ■ Prohibitions on hedging Company stock by Directors and employees, including the NEOs ■ Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees |

  27. Executive Compensation Highlights

    | | 2026 Proxy Statement | | | 11 |

  28. Board Committees

    | Compensation Committee | Primary Responsibilities ■ to review and approve goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO and recommend to the Board the compensation of the CEO; ■ to review, in conjunction with the CEO, and approve goals and objectives relevant to the compensation, evaluate the performance and approve the compensation of the other executive officers; ■ to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans, including the granting of awards thereunder; ■ to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the executive officers and such other senior executives as identified by the Compensation Committee; ■ to review and approve employment and severance arrangements for executive officers, including employment, separation, change-in-control and similar agreements; ■ to review and approve or ratify principal terms of other employment and separation arrangements that meet certain criteria (e.g., exceeding certain compensation thresholds) set by the Compensation Committee; ■ to review the recruitment, retention, compensation, termination and severance policies and other benefit plans for senior executives; ■ to review and assist with the development of CEO and other executive succession plans, to consult with the CEO regarding the selection of senior executives and to report such executive succession plans to the Board; ■ to review annually the form and amount of compensation of Non-Executive Directors for service on the Board and its committees and to recommend changes to the Board as appropriate; ■ to annually review the Company’s compensation policies and practices for its employees to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company; ■ to oversee engagement and communications with stockholders on executive compensation and human capital matters, and review and assess the results of stockholder votes on executive compensation matters, including the Company’s most recent advisory vote on executive compensation; ■ to approve and administer the Company’s clawback policies, and review and revise the same from time to time as appropriate; and ■ to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to human capital management, including with respect to matters such as health, safety and security, workforce engagement and culture, and talent development, retention and succession planning. Independence The Board has determined that all of the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and compensation committee members). Delegation Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board or officers of the Company, to the extent permitted by law, when it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Mr. Thomson or his designee the authority to make awards of stock-based compensation within certain prescribed limits to eligible employees and other service providers who are not Section 16 officers or Directors of the Company. Any awards made by Mr. Thomson pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the NEOs during fiscal 2026, including discussion of the role of compensation consultants, is found in the section titled “Compensation Discussion and Analysis” below. Report The Report of the Compensation Committee is set forth on page 53 of this proxy statement. | | Met 4 times in fiscal 2026 Members Masroor Siddiqui (Chair) Natalie Bancroft | |

  29. Director Compensation for the Fiscal Year Ended June 30, 2026

    Director Compensation for the Fiscal Year Ended June 30, 2026

  30. Director Compensation for the Fiscal Year Ended June 30, 2026

    | Name | Fees Earned or Paid in Cash | Stock Awards(a) | All Other Compensation(b) | Total | | Lachlan K. Murdoch | $100,000 | $202,696 | $784,856 | $1,087,552 | | José María Aznar | $137,500 | $202,696 | $18,852 | $359,048 | | Natalie Bancroft | $120,000 | $202,696 | $— | $322,696 | | Ana Paula Pessoa | $125,000 | $202,696 | $22,322 | $350,018 | | Masroor Siddiqui | $215,000 | $202,696 | $17,658 | $435,354 |

  31. Director Compensation for the Fiscal Year Ended June 30, 2026

    (a) As the Company maintains a 52-53-week fiscal year ending on the Sunday nearest to June 30, each fiscal year may include three, four or five DSU Grant Dates. Fiscal 2026 included 52 weeks, and our Non-Executive Directors received four quarterly DSU grants during the fiscal year on July 1, 2025, October 1, 2025, January 2, 2026 and April 1, 2026. The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of DSUs granted during fiscal 2026, including dividend equivalents granted on all outstanding unvested stock awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information on how we account for equity-based compensation, see Note 13 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 filed with the SEC on August 7, 2026. The aggregate number of equity awards outstanding as of fiscal year end for each Non-Executive Director appears in the table on page 26. For Mr. L.K. Murdoch, this amount reflects the incremental cost of certain security expenses. The Compensation Committee has determined that these expenses are reasonable, necessary and for the benefit of the Company and its stockholders upon consideration of the risks inherent in journalism, and the enhanced personal risk faced by the Chair given his unique public profile and prominent role in our industry and the geographies where the Company does business, as supported by the results of third-party security analyses. For the other Directors, amounts represent guest travel costs in connection with Board meetings outside the United States.

  32. Director Compensation for the Fiscal Year Ended June 30, 2026

    | | 2026 Proxy Statement | | | 25 |

  33. Compensation Philosophy

    | Drive Company Performance | • Emphasizes variable, performance-based compensation • Includes a balance of short- and long-term compensation elements to motivate and reward superior performance without encouraging unnecessary and excessive risk-taking | | Align Pay with Performance | • Based on a mix of performance metrics to hold executives accountable for Company and individual performance • Does not guarantee incentive compensation (bonuses or equity awards); payouts are determined based on achievement of rigorous performance targets | | Attract, Retain and Motivate Leadership Talent | • Designed to be competitive to attract and retain the highest quality talent • Considers compensation practices and trends in relevant industries |

  34. Total Direct Compensation

    Total Direct Compensation The following table presents the total direct compensation (“Total Direct Compensation”) awarded to our NEOs for fiscal 2026. Total Direct Compensation differs from the amounts reported in the “Summary Compensation Table” as required by the SEC, and reflects the amounts the Compensation Committee considers most relevant in assessing and determining each NEO’s executive compensation opportunity for the fiscal year. Total Direct Compensation comprises the NEO’s annual base salary, target performance-based annual cash incentive and target performance-based long-term equity incentive, which was awarded in fiscal 2026 as performance stock units (“PSUs”) and restricted stock units (“RSUs”). Mr. Thomson’s fiscal 2026 Total Direct Compensation was approximately 84% “at risk.” Mr. Thomson’s base salary has remained unchanged since July 2018 at $3,000,000, as has his target annual cash incentive at $5,000,000. Increases to Mr. Thomson’s Total Direct Compensation from July 2018 to date have been solely in the form of his target long-term equity incentive, which is “at risk” for both Company financial performance and stock price; it was increased by $1,000,000, $2,000,000 and $1,500,000 for fiscal 2020, fiscal 2023 and fiscal 2025, respectively. Pursuant to the terms of his employment agreement with the Company, dated June 20, 2025, at least $1,000,000 of Mr. Thomson’s annual long-term equity incentive target each year is earned solely based on the Company’s relative total stockholder return performance. In setting Total Direct Compensation for the NEOs, the Board and the Compensation Committee considered competitive compensation levels and trends, the Company’s recent financial performance and progress in advancing its long-term strategy, and the NEOs’ individual performance, leadership track record and compensation history.

  35. Total Direct Compensation

    | Named Executive Officer | Annual Base Salary | Target Annual Cash Incentive | Target Long-Term Equity Incentive | Total Direct Compensation | | Robert J. Thomson | $3,000,000 | $5,000,000 | $10,500,000 | $18,500,000 | | Lavanya Chandrashekar | $1,400,000 | $2,500,000 | $2,600,000 | $6,500,000 | | David B. Pitofsky | $1,400,000 | $2,000,000 | $2,400,000 | $5,800,000 | | Julian Delany | $850,000 | $850,000 | $850,000 | $2,550,000 | | Ruth Allen(a) | $900,000 | $900,000 | $1,000,000 | $2,800,000 |

  36. Total Direct Compensation

    This table reflects Ms. Allen’s current annualized base salary and target annual cash incentive. Pursuant to the terms of her amended and restated employment agreement, dated November 18, 2025 and effective January 1, 2026, Ms. Allen’s annual base salary was increased from $825,000 to $900,000 and her target annual cash incentive was prorated for fiscal 2026 based on the target of $825,000 as in effect prior to such effective date and the new target of $900,000 following such effective date.

  37. Aligning Compensation with Company Performance

    Aligning Compensation with Company Performance The Compensation Committee is responsible for overseeing the Company’s executive compensation framework, which is designed to support Company performance, advance the execution of Company strategy and reward sustained value creation and responsible risk-taking. Fiscal 2026 performance highlights include: ■ Fiscal 2026 full year revenues were $9.03 billion, a 7% increase compared to $8.45 billion in the prior year, driven by higher revenues at the Company’s core growth engines: the Digital Real Estate Services, Dow Jones and Book Publishing segments. ■ Net income from continuing operations of $743 million increased 15% compared to $648 million in the prior year. ■ Total Segment EBITDA* was $1.63 billion, a 15% increase compared to $1.42 billion in the prior year. ■ Net cash provided by operating activities from continuing operations increased 26% to $1.24 billion and free cash flow* increased 42% to $811 million. ■ The Company accelerated the pace of its stock repurchases to $643 million for fiscal 2026, over four times the prior year’s rate. ■ Dow Jones revenues increased 7% to $2.50 billion, driven by growth of 16% at Dow Jones Risk & Compliance and 8% at Dow Jones Energy and higher digital circulation and content licensing revenues. ■ REA Group revenues increased 12% to $1.41 billion, driven by higher Australian residential revenues. ■ Move revenues increased 11% to $610 million, driven by the shift in focus to more premium offerings and improved audience share. ■ Book Publishing revenues increased 6%, driven by higher physical and digital book sales, including strong performance from Rachel Reid’s Game Changers titles and strength in Christian Publishing. In conjunction with the Board’s approval of the annual budget at the beginning of fiscal 2026, the Compensation Committee approved a financial target for the fiscal 2026 annual cash incentives, setting the midpoint of the target range for adjusted** Total Segment EBITDA at $1.548 billion, based on the Company’s annual budget and strategic plan. The Company achieved adjusted Total Segment EBITDA of $1.568 billion, resulting in a calculated 100.0% payout of the quantitative portion of the award. The Compensation Committee also evaluated each NEO’s achievements and contributions during fiscal 2026 to determine payouts of the qualitative portion of each NEO’s award ranging from 160% to 170%. For the fiscal 2024–2026 PSUs, the Compensation Committee approved performance targets in conjunction with the Company’s long-range plan, setting the midpoints of the target ranges for cumulative adjusted** earnings per share (“EPS”) and cumulative adjusted** free cash flow (“FCF”) at $2.29 and $2.218 billion, respectively, and the target for total stockholder return (“TSR”) relative to the individual companies comprising the S&P 1500 Media Index at the 50th percentile. The Company achieved $2.76, $2.530 billion and the 73.3rd percentile, respectively, during the performance period, resulting in a 132.9% overall payout for the fiscal 2024–2026 PSUs. For more information, please see “—Named Executive Officer Compensation—Payout of Fiscal 2024–2026 PSUs.” * Total Segment EBITDA and free cash flow are non-GAAP financial measures. For information on these metrics, as defined by the Company, including reconciliations to the most comparable GAAP measures, please see pages 42 and 48–49, respectively, of the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 filed with the SEC on August 7, 2026. ** Consistent with the framework set in advance for the annual cash incentive program and the fiscal 2024–2026 PSUs, the Compensation Committee approved adjustments to performance metric calculations for purposes of determining payouts. In addition, the Compensation Committee may from time to time adjust performance goals to account for extraordinary or unusual events. These adjustments can result in either increases or decreases to achieved results or underlying performance goals and are intended to provide award payments that reflect the underlying performance of the Company’s business and are not artificially inflated or deflated due to unusual events. Adjustments are made for gains or losses associated with the sale or purchase of property and/or businesses, litigation expenses, extraordinary gains or losses, material changes in regulatory, tax or accounting rules, restructuring and impairment charges, equity earnings, currency fluctuations, other non-recurring or unusual items, and the tax impact and minority interest of the foregoing. The Compensation Committee reviews and approves all adjustments to ensure they are consistent with the Compensation Committee’s philosophy on executive pay.

  38. NEO Compensation Program Practices

    | What We Do | | • Majority of compensation is “at risk”—variable, performance-based compensation comprises significant majority of NEO compensation • Pay-for-performance philosophy—executive compensation is directly tied to Company and individual performance, with the majority of pay earned through the achievement of challenging goals aligned with the Company’s strategic plan • Multiple performance metrics—balanced mix of diversified performance metrics measured over short- and long-term time horizons to incentivize and reward the achievement of multiple dimensions of our operational and long-term business strategy • Capped payouts of annual cash incentives and long-term equity incentives • Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts NEO annual cash incentive payouts as a negative-only adjustment • Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees • Stock ownership guidelines apply to all NEOs and Non-Executive Directors • Annual compensation risk assessment to ensure that compensation program does not encourage excessive risk-taking • Independent compensation consultant provides no other services to the Company • Regular stockholder feedback through annual say-on-pay vote and robust ongoing engagement program |

  39. NEO Compensation Program Practices

    | What We Do Not Do | | • No guaranteed bonuses • No targeting of specific percentiles versus peers in setting compensation levels • No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company • NEO employment agreements do not contain enhanced severance in the event of a change in control • No excise tax gross-ups or tax gross-ups on NEO perquisites • No hedging of Company stock held directly or received as equity compensation by Directors or employees, including the NEOs • No re-pricing of stock options or SARs without stockholder approval • No payment of dividend equivalents unless and until underlying performance- or time-based equity awards vest • No pension credit for years not worked; value of equity-based compensation not included in pension calculations |

  40. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant During fiscal 2026, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent compensation consultant. FW Cook serves as an objective third-party advisor to the Compensation Committee on compensation matters, assessing the reasonableness of compensation levels as compared to those of similarly situated companies and evaluating the effectiveness of the executive compensation program in supporting the Company’s strategic objectives. FW Cook reports directly to the Compensation Committee, which may replace the consultant or hire additional consultants at any time. In fiscal 2026, FW Cook supported the Compensation Committee by (i) attending Compensation Committee meetings; (ii) providing advice on the Company’s executive and Non-Executive Director compensation programs, incentive plan designs and compensation governance policies; (iii) making recommendations regarding the formulation of our peer group; (iv) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies; (v) evaluating the relationship between NEO pay and Company performance; and (vi) assisting the Company in preparing compensation-related materials and disclosure as requested by the Compensation Committee. FW Cook provided no other services to the Company. In June 2026, the Compensation Committee considered FW Cook’s independence and the existence of potential conflicts of interest with FW Cook, including by considering the factors prescribed by Nasdaq listing rules and SEC rules. Based on such evaluation, the Compensation Committee determined that no conflict of interest exists.

  41. Role of the Independent Compensation Consultant

    | | 2026 Proxy Statement | | | 39 |

  42. Overview of Our Executive Compensation Program

    | Compensation Element | Key Features | How it Supports Our Compensation Philosophy | | | Base Salary | • Provides a level of fixed pay appropriate to each executive’s role and responsibilities | • Comprises a small portion of Total Direct Compensation, consistent with the Company’s pay-for-performance philosophy | | | | • Reviewed annually by the Compensation Committee to ensure it remains appropriate | • Competitive salary is necessary to attract and retain executive talent | | | Annual Cash Incentive | • Two-thirds based on achievement of adjusted Total Segment EBITDA | • Directly ties a significant portion of incentive compensation to achievement of a measurable financial goal aligned to budget | | | | • One-third based on achievement of individual objectives | • Rewards and promotes accountability for individual performance, including on strategic goals and ethics and compliance and other sustainability/corporate responsibility objectives | | | Long-Term Equity Incentive | • 70% awarded as PSUs ◦ Cliff vest after three-year performance period ◦ Payout range of 0–200% of target ◦ Earned based on achievement on a balanced mix of metrics: – 40% on cumulative adjusted EPS – 40% on cumulative adjusted FCF – 20% on the Company’s relative TSR percentile* ◦ Tied to Company stock price | • Rewards long-term value creation based on achievement of specified performance targets | • Aligns executives’ interests with the long-term interests of our stockholders • Helps retain executives over a longer horizon | | | • 30% awarded as RSUs ◦ Vest ratably over three years ◦ Tied to Company stock price | • Supports talent attraction and retention by aligning to market practice | |

  43. Overview of Our Executive Compensation Program

    * Pursuant to the terms of his employment agreement, at least $1,000,000 of Mr. Thomson’s aggregate long-term equity incentive target is to be earned solely based on the Company’s relative TSR performance. See also “—Payout of Fiscal 2024–2026 PSUs” and “—Grant of Fiscal 2026–2028 Long-Term Equity Incentive.” The balance of his long-term equity incentive is weighted as set forth in this table.

  44. Performance-Based Incentive Compensation

    Performance-Based Incentive Compensation Consistent with the Company’s pay-for-performance philosophy, and to promote alignment with stockholders’ interests, the majority of each NEO’s compensation is paid via two performance-based incentive components: the annual cash incentive and the long-term equity incentive, awarded in the form of PSUs and RSUs. The Compensation Committee selects the performance metrics and sets the performance targets for both incentive components at the start of each performance period following the Board’s review of the Company’s annual budget and strategic plan. Performance targets are designed to be challenging yet reasonably achievable, in order to incentivize superior performance while maintaining focus on the Company’s long-term growth.

  45. Fiscal 2026 Annual Cash Incentives

    Fiscal 2026 Annual Cash Incentives The Compensation Committee approved a framework for the NEOs’ annual cash incentives for fiscal 2026 that included a mix of quantitative and qualitative factors designed to support the achievement of critical operating goals of the Company’s businesses, while also recognizing and rewarding the NEOs’ individual contributions. Annual cash incentive awards are based two-thirds on the achievement of adjusted Total Segment EBITDA, and one-third on a qualitative assessment of individual performance. Adjusted Total Segment EBITDA was retained as the financial performance metric because it is a key measure of Company profitability for which the NEOs have direct responsibility. In determining the qualitative portion of the annual cash incentive, the Compensation Committee considers each NEO’s individual contributions toward the strategic leadership of the Company. The Compensation Committee also considered, in determining whether any reduction to the fiscal 2026 annual cash incentive was warranted: ■ management’s performance on ethics and compliance objectives, based on a recommendation from the Audit Committee; and ■ management’s performance on other sustainability and corporate responsibility goals, based on a report from the Nominating and Corporate Governance Committee, which considered achievements in the categories of sustainability and corporate responsibility governance and communications, environmental sustainability, human capital and philanthropy. Mr. Thomson’s target annual cash incentive has remained unchanged since fiscal 2019. The Board (in the case of Mr. Thomson) and the Compensation Committee (in the case of the other NEOs) approved the following target and maximum amounts for the fiscal 2026 annual cash incentives:

  46. Fiscal 2026 Annual Cash Incentives

    | | Fiscal 2026 Annual Cash Incentive | | | Named Executive Officer | Target | Maximum | | Robert J. Thomson | $5,000,000 | $10,000,000 | | Lavanya Chandrashekar | $2,500,000 | $5,000,000 | | David B. Pitofsky | $2,000,000 | $4,000,000 | | Julian Delany | $850,000 | $1,700,000 | | Ruth Allen(a) | $861,882 | $1,723,764 |

  47. Fiscal 2026 Annual Cash Incentives

    Pursuant to the terms of her amended and restated employment agreement, dated November 18, 2025 and effective January 1, 2026, Ms. Allen’s target annual cash incentive was pro-rated for fiscal 2026 based on the target of $825,000 as in effect prior to such effective date and the current target of $900,000 following such effective date.

  48. Fiscal 2026 Annual Cash Incentives

    | | 2026 Proxy Statement | | | 41 |

  49. Fiscal 2026 Annual Cash Incentives

    For fiscal 2026, the Compensation Committee set a target range for adjusted Total Segment EBITDA of $1.471 to $1.625 billion, based on the Company’s annual budget and strategic plan, that the Committee determined was challenging and appropriate. The fiscal 2026 target range was set lower than the fiscal 2025 target range, in accordance with the annual budget, due primarily to the divestiture of Foxtel Group, which occurred in the last quarter of fiscal 2025. Consistent with its past practice, the Committee approved a target range, rather than a specific amount, to better maintain alignment of actual payouts with underlying performance. Performance within the target range results in a payout of 100% for the quantitative portion of the annual cash incentive; this payout is interpolated on a linear basis for performance that falls between the threshold level and the target range or between the target range and the maximum level. As set forth below, the Company’s actual adjusted Total Segment EBITDA performance resulted in a payout of 100.0% pursuant to the performance curve previously established by the Compensation Committee for fiscal 2026. The Compensation Committee also considered each individual NEO’s significant and numerous contributions and strong leadership in the development and implementation of Company strategy. In assessing the NEOs’ performance after the conclusion of the fiscal year and determining the appropriate award amounts, the Compensation Committee acknowledged the following specific achievements:

  50. Fiscal 2026 Annual Cash Incentives

    | 42 | | | | 2026 Proxy Statement |

  51. Fiscal 2026 Annual Cash Incentives

    | Named Executive Officer | Fiscal 2026 Achievements and Contributions | | Robert J. Thomson Chief Executive Officer | • Oversaw robust financial performance from continuing operations, with Total Segment EBITDA* up 15% and Revenue up 7% for the fiscal year, strong free cash flow performance and a strong balance sheet • Continued to advance the Company’s strategic focus on core growth pillars • Continued the transformation of asset mix to more digital and recurring revenues, with digital revenues accounting for over 60% of total revenues, resulting in improved revenue and profit growth • Oversaw a robust capital allocation strategy by expanding the Company’s $1 billion stock repurchase program and accelerating the pace of buybacks to over four times the prior rate to capitalize on the stock’s intrinsic value and maximize shareholder returns • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue through strategic content licensing and innovative digital product development • Strategically positioned News Corp as premier “AI Inputs” company by securing a landmark, multi-year licensing agreement with Meta and expanding high-value data partnerships with OpenAI and Bloomberg • Continued to lead industry-wide advocacy for the value of intellectual property, engaging with regulatory bodies to help ensure content creators receive fair compensation from dominant digital distribution platforms • Continued to lead the international debate about political bias in the advertising industry leading to effective boycotts against independent media • Championed critical legal efforts to enable the Company to capitalize on unprecedented opportunities from generative AI while protecting the Company’s valuable intellectual property from novel risks • Drove record-breaking growth and transformation at Dow Jones by successfully scaling the platform’s B2B information through the integration of Oxford Analytica, Dragonfly Intelligence and Eco-Movement, and reaching over 6.7 million subscriptions and expanding digital revenue to a dominant 84% of segment revenue • Spearheaded the Dow Jones investor briefing, increasing transparency into the business and its long-term growth drivers • Oversaw strong progress at Move as it successfully navigated difficult macroeconomic conditions in the U.S. housing market to achieve an 11% revenue increase driven by innovation, product development, and audience gains; and REA Group achieved record-breaking performance underpinned by strong yield growth and financial services expansion • Oversaw the re-investment in the New York Post to capitalize on sizable market opportunities through the launch of the California Post • Continued strong performance of the Book Publishing business, which included strong physical and digital sales • Continued to improve credit rating metrics, prompting S&P Global and Moody’s to assign the Company a positive outlook | | Lavanya Chandrashekar Chief Financial Officer | • Oversaw record financial performance, with Total Segment EBITDA up 15% and revenue up 7% for the fiscal year, strong free cash flow performance and a strong balance sheet • Continued to advance the Company’s strategic focus on core growth pillars • Maintained a strong focus on engagement with investors, analysts and rating agencies to facilitate continued alignment of the market with the Company’s strategic growth initiatives and capital allocation priorities |

  52. Fiscal 2026 Annual Cash Incentives

    | | 2026 Proxy Statement | | | 43 |

  53. Fiscal 2026 Annual Cash Incentives

    | Named Executive Officer | Fiscal 2026 Achievements and Contributions | | | • Implemented a robust capital allocation strategy by expanding the Company’s $1 billion stock repurchase program and accelerating the pace of buybacks to over four times the prior rate to capitalize on the stock’s intrinsic value and maximize shareholder returns • Continued to support the transformation of asset mix to more digital and recurring revenues, with digital revenues accounting for over 60% of total revenues, resulting in improved revenue and profit growth • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Championed the digitalization and democratization of financial data to enhance business decision-making across the enterprise • Maintained a relentless focus on operational efficiencies, including improving working capital and ongoing efficiencies to drive the Company’s earnings and cash flow profile, as well as strategically leveraging outsourcing • Supported record-breaking growth and transformation at Dow Jones by successfully scaling the platform’s B2B information through the integration of Oxford Analytica, Dragonfly Intelligence and Eco-Movement, and reaching over 6.7 million subscriptions and expanding digital revenue to a dominant 84% of segment revenue • Provided critical input to the Dow Jones investor briefing, increasing transparency into the business and its long-term growth drivers • Supported strong progress at Move as it successfully navigated difficult macroeconomic conditions in the U.S. housing market to achieve an 11% revenue increase driven by innovation, product development and audience gains; and REA Group achieved record-breaking performance underpinned by strong yield growth and financial services expansion • Supported re-investment in the New York Post to capitalize on sizable market opportunities through the launch of the California Post • Continued to support the strong performance of the Book Publishing business, which included strong physical and digital sales | | David B. Pitofsky General Counsel | • Oversaw critical legal efforts to champion the “Value of Provenance” in the global AI ecosystem, simultaneously pursuing copyright infringement litigation with Perplexity and Brave Software to protect the Company’s valuable intellectual property from novel risks • Oversaw legal efforts to strategically position News Corp as a premier “AI Inputs” company by securing a landmark, multi-year licensing agreement with Meta, expanding high-value data partnerships with OpenAI and Bloomberg, and engaging with Google and Apple on strategic renewals • Oversaw legal aspects of the Company’s leadership of the global industry debate on the “content contradiction,” advocating for legislative and regulatory frameworks that ensure dominant tech platforms provide fair compensation for the high-quality journalism that powers their AI models • Managed global litigation strategy and docket, including civil lawsuits arising out of U.K. newspaper matters, antitrust litigation against OPIS, and responding to a grand jury subpoena issued to OPIS by the Department of Justice and a civil investigative demand issued to OPIS by a state attorney general • Oversaw legal and compliance efforts in connection with acquisitions and divestitures, commercial transactions and strategic relationships |

  54. Fiscal 2026 Annual Cash Incentives

    | 44 | | | | 2026 Proxy Statement |

  55. Fiscal 2026 Annual Cash Incentives

    | Named Executive Officer | Fiscal 2026 Achievements and Contributions | | | • Oversaw legal aspects of ongoing engagement with stockholders, including through an investor briefing detailing Dow Jones’s profound transformation and strategic pathway • Oversaw enhancements to compliance protocols, procedures and training, with continued emphasis on a culture of compliance and the importance of managers’ roles in driving compliance, measuring effectiveness of the compliance program, and assessing compliance-related risks • Oversaw enhancements to the Company’s program relating to antitrust compliance, including formally designating roles and responsibilities for antitrust compliance, and identifying specific antitrust risk areas and mitigation steps around those risks (including in-person training) • Oversaw global data privacy program, including policies and procedures consistent with the Company’s Global Data Privacy Governance Framework, and the embedding of data privacy standards and awareness throughout the Company’s operations and business; conducted a global Privacy Program Effectiveness Assessment to evaluate programs in light of the evolving risk landscape, regulatory environment, technologies and business needs • Oversaw legal and regulatory aspects of the Company’s programs and processes for cybersecurity, information governance and records retention, including in connection with SEC cybersecurity disclosure requirements • Oversaw legal aspects of the enhancement of AI technology governance, including the Company-wide Global AI Principles • Oversaw legal aspects of human resources matters, including labor and employment • Oversaw legal efforts to enhance corporate governance • Provided leadership in the Company’s focus on sustainability, including with respect to the Company’s annual social impact report and other sustainability disclosures • Oversaw legal efforts in connection with the Company’s robust capital allocation strategy, including the $1 billion stock repurchase program • Enhanced operational efficiency through productivity initiatives leveraging AI | | Julian Delany Chief Technology Officer | • Provided ongoing guidance and leadership to the Company’s business units to strengthen strategic alignment, deepen partnerships, identify collaborative opportunities and build a community of industry-leading technology talent • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Engineered structural productivity savings through AI-driven operational efficiencies, targeted capital expenditure reductions, strategic offshoring and software cost optimization to fund critical growth initiatives • Directed capital and operational savings into high-priority enterprise programs, including advanced content distribution mechanisms, agentic trading capabilities and further optimization of the Company’s global human resource management system • Played a pivotal role in identifying and securing incremental revenue opportunities through strategic agreements with major tech platforms and delivered robust tech-enablement for commercial distribution deals |

  56. Fiscal 2026 Annual Cash Incentives

    | | 2026 Proxy Statement | | | 45 |

  57. Fiscal 2026 Annual Cash Incentives

    | Named Executive Officer | Fiscal 2026 Achievements and Contributions | | | • Advanced the Company’s digital strategy by focusing on innovative growth initiatives, leveraging partnerships and tech platforms, spearheading the scaled, horizontal replication of centralized and business unit-specific AI efficiency platforms, systematically overhauling the software delivery lifecycle by embedding agentic-based AI capabilities across the engineering operation • Accelerated the global deployment and user adoption of the Company’s proprietary Newsroom technology, NewsPress, driving operational excellence across the Company’s diverse newsrooms globally • Provided leadership and facilitated collaboration through the ongoing development of video strategy, improving production workflows and building the modernized video tech ecosystem • Furthered the consolidation and unification of data to drive enhanced data sharing across the business units, enabling shared intelligence and data dexterity for global analytics and audience data aggregation to power innovative advertising, marketing, personalization products and sophisticated agentic trading capabilities • Drove the alignment of cybersecurity initiatives, championing proactive investments and robust governance to monitor, mitigate and defend against a heightened global risk environment and an increasingly sophisticated, AI-infused threat landscape | | Ruth Allen Chief Human Resources Officer | • Continued to provide strategic leadership and guidance to the Company’s diverse businesses in their ongoing change and optimization efforts • Oversaw people and culture practices across the Company’s businesses • Strengthened the Company’s organizational agility by continuing to enhance the Company’s global talent mobility strategy and succession planning processes • Accelerated the integration of AI across the Company to optimize workflows, enhance operational efficiencies and drive incremental revenue • Defined and executed a long-term HR technology strategy by successfully integrating AI capabilities into the tech stack and democratizing people data to enable real-time reporting that drives business decisions • Innovated foundational HR practices to improve service quality and efficiency across all areas of HR, including talent attraction, retention, development and rewards • Continued to support and monitor the Company’s cultural and employee engagement strategies and outcomes • Guided the continued evolution of the Company’s global Health, Safety and Security program across its diverse risk profile, including the ongoing support of staff deployed to high-risk locations and the mitigation of complex digital risks • Continued efforts to ensure the global property portfolio is strategically optimized to suit the Company’s evolving business needs • Oversaw sustainability efforts globally, including the Company’s long-standing Global Environmental Initiative, efforts to reduce operational carbon emissions toward the goal of achieving net zero carbon emissions by fiscal 2050 and preparations for global reporting regulations |

  58. Fiscal 2026 Annual Cash Incentives

    | 46 | | | | 2026 Proxy Statement |

  59. Fiscal 2026 Annual Cash Incentives

    | Named Executive Officer | Fiscal 2026 Achievements and Contributions | | | • Led and managed philanthropy efforts in the communities in which employees live and work in line with the Company’s strategic giving pillars and causes resonant with the Company’s business units • Progressed AI efforts across HR teams and the education of employees on adopting AI practices into their workflows • Continued to oversee and promote robust governance around the Company’s extensive benefits portfolio, including 401(k) and other retirement benefits • Continued to oversee internal controls related to people-related compliance requirements |

  60. Fiscal 2026 Annual Cash Incentives

    * Total Segment EBITDA is a non-GAAP financial measure. For information on this metric, as defined by the Company, including a reconciliation to the most comparable GAAP measure, please see page 42 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 filed with the SEC on August 7, 2026. To calculate payouts of the NEOs’ fiscal 2026 annual cash incentives, the Compensation Committee determined that the Company’s adjusted Total Segment EBITDA was approximately $1.568 billion and, as a result, 100.0% of the quantitative portion of the annual cash incentives was achieved. In light of this achievement and the individual accomplishments described above, the Compensation Committee determined that the qualitative portion of the annual cash incentives was achieved in the amounts set forth below and approved fiscal 2026 annual cash incentive payouts for each of the NEOs other than Mr. Thomson, and the Compensation Committee recommended and the Board approved the payout for Mr. Thomson, each as set forth below.

  61. Fiscal 2026 Annual Cash Incentives

    | | Fiscal 2026 Total Annual Cash Incentive | | | | | | | | | | | Quantitative Performance | | | Qualitative Performance | | | | | Named Executive Officer | Target | 2/3 of Target | Multiple | Subtotal A | 1/3 of Target | Multiple | Subtotal B | Total | | Robert J. Thomson | $5,000,000 | $3,333,333 | 100.0% | $3,333,333 | $1,666,667 | 170% | $2,833,334 | $6,166,667 | | Lavanya Chandrashekar | $2,500,000 | $1,666,667 | 100.0% | $1,666,667 | $833,333 | 160% | $1,333,333 | $3,000,000 | | David B. Pitofsky | $2,000,000 | $1,333,333 | 100.0% | $1,333,333 | $666,667 | 160% | $1,066,667 | $2,400,000 | | Julian Delany | $850,000 | $566,667 | 100.0% | $566,667 | $283,333 | 160% | $453,333 | $1,020,000 | | Ruth Allen | $861,882 | $574,588 | 100.0% | $574,588 | $287,294 | 160% | $459,670 | $1,034,258 |

  62. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    Grant of Fiscal 2026–2028 Long-Term Equity Incentive Annual long-term equity incentives are generally granted each August 15. In August 2025, the Compensation Committee determined the target value of the fiscal 2026–2028 long-term equity incentive for each NEO, which was converted to a target number of units based on the closing price of the Company’s Class A Common Stock on August 14, 2025, the trading day immediately prior to August 15, 2025. Consistent with its past practice, the Compensation Committee determined to award a mix of performance- and time-based equity awards to the NEOs. The target value of the awards granted to each of the then-serving NEOs other than Mr. Thomson was granted approximately 70% in the form of PSUs based on the metrics outlined below and approximately 30% in the form of RSUs. For the award granted to Mr. Thomson, $1,000,000, or 9.5%, of the target value was granted in the form of PSUs based solely on the Company’s relative TSR performance, in line with the terms of his employment agreement. The remaining $9,500,000, or 90.5%, in target value was granted approximately 70% in the form of PSUs based on the metrics outlined below and approximately 30% in the form of RSUs. The Compensation Committee believes granting a mix of time-based and performance-based equity awards serves to focus the NEOs on the Company’s long-term success, while encouraging retention and deterring excessive risk-taking. The Company did not grant any options in fiscal 2026. Payouts of the fiscal 2026–2028 PSUs will be determined based on the achievement of performance targets established by the Compensation Committee in August 2025 reflecting the Company’s long-range plan. The performance metrics and their respective weightings for the fiscal 2026–2028 PSUs are generally as follows: 40% based on cumulative adjusted EPS;

  63. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    | | 2026 Proxy Statement | | | 47 |

  64. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    40% based on cumulative adjusted FCF; and ■ 20% based on the Company’s three-year TSR percentile relative to the individual companies comprising the S&P 1500 Media Index (with a target of 50th percentile and performance curve consistent with prior years—see, e.g., page 49). In light of the evolution of the Company’s businesses, the Compensation Committee updated the relative TSR metric, commencing with the fiscal 2027–2029 PSUs, to be measured relative to the individual companies comprising: the Company’s Peer Group; the S&P 1500 Media Index; and the Real Estate General Industry Classification Standards (“GICS”) subsector of the S&P 1500 Index. After the end of the performance period, the Compensation Committee will evaluate the Company’s actual performance against the targets set by the Compensation Committee at the start of the period and determine payouts for the NEOs using the following formula: Final PSU awards will cliff vest on the August 15th following the completion of the three-fiscal-year performance period, subject generally to continued service through such date. RSUs granted to the NEOs will vest ratably in thirds on the first, second and third August 15th following the end of the fiscal year of grant, subject generally to continued service through such date. Equity awards granted to all NEOs other than Mr. Thomson are settled net of taxes in shares of Class A Common Stock. Equity awards granted to Mr. Thomson are settled net of taxes in cash rather than stock pursuant to the Company’s policy of settling Directors’ equity awards in cash to address certain requirements of the Australian Securities Exchange (the “ASX”). The ultimate cash value realizable upon settlement of cash-settled awards remains subject to share price fluctuations during the vesting period. Accordingly, PSUs granted to the NEOs are fully at risk for financial performance during the three-year performance period and for stock price performance until their vesting date. RSUs granted to the NEOs are fully at risk for stock price performance until their respective vesting dates. The Board (with respect to Mr. Thomson) and the Compensation Committee (with respect to the other NEOs) approved the target values resulting in the corresponding target units set forth below for the NEOs’ fiscal 2026–2028 PSUs and RSUs.

  65. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    | | Fiscal 2026–2028 Long-Term Equity Incentive Awards | | | | | Named Executive Officer | Target Value | Target PSUs | RSUs | Total | | Robert J. Thomson | $10,500,000 | 256,711 | 95,637 | 352,348 | | Lavanya Chandrashekar | $2,600,000 | 61,074 | 26,174 | 87,248 | | David B. Pitofsky | $2,400,000 | 56,376 | 24,160 | 80,536 | | Julian Delany | $850,000 | 19,967 | 8,556 | 28,523 | | Ruth Allen | $1,000,000 | 23,490 | 10,067 | 33,557 |

  66. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    The NEOs receive dividend equivalents on earned PSUs and RSUs, in order to further align our executive compensation with total return to stockholders. Such dividend equivalents are represented by additional PSUs or RSUs, as applicable, are subject to the same performance- and/or time-based vesting conditions as the underlying PSUs or RSUs and are payable when, and only to the extent that, the underlying PSUs or RSUs vest.

  67. Grant of Fiscal 2026–2028 Long-Term Equity Incentive

    | 48 | | | | 2026 Proxy Statement |

  68. Payout of Fiscal 2024–2026 PSUs

    Payout of Fiscal 2024–2026 PSUs The payout of the fiscal 2024–2026 PSUs was based on the achievement of performance targets established by the Compensation Committee in August 2023 for the three-year performance period that ended on June 30, 2026. The performance metrics and their respective weightings were consistent with those established for the fiscal 2026–2028 PSUs, as follows: ■ 40% based on cumulative adjusted EPS; ■ 40% based on cumulative adjusted FCF; and ■ 20% based on the Company’s three-year TSR percentile relative to the individual companies comprising the S&P 1500 Media Index. In line with the Compensation Committee’s adjustment framework, which is designed to account for extraordinary events in order to maintain the alignment of pay and performance, in June 2025, the Compensation Committee determined to reduce the EPS and FCF targets to reflect the changes to budget resulting from the divestiture of Foxtel Group in the last quarter of fiscal 2025. For the cumulative adjusted EPS and cumulative adjusted FCF metrics, performance within the target range results in a payout of 100% for that metric; the payout is interpolated on a linear basis for performance that falls between the threshold level and the target range or between the target range and the maximum level. The Company’s actual performance versus the performance curve established by the Compensation Committee for each metric over the three-year performance period is set forth below: Based on such performance, the Compensation Committee determined the final payout multiplier on the fiscal 2024–2026 PSUs of 132.9% of target, as set forth below:

  69. Payout of Fiscal 2024–2026 PSUs

    | Metric | Metric Weighting | Target (Range) | Achieved | Payout Multiplier | | Cumulative adjusted EPS | 40% | $2.06–$2.52 | $2.76 | 50.2% | | Cumulative adjusted FCF | 40% | $1.996–$2.440 billion | $2.530 billion | 44.0% | | Relative TSR percentile | 20% | 50th | 73.3rd | 38.6% | | | | | | 132.9%* |

  70. Payout of Fiscal 2024–2026 PSUs

    * May not sum due to rounding. The application of the payout multipliers to each NEO’s target shares resulted in vesting on August 15, 2026 as indicated below:

  71. Payout of Fiscal 2024–2026 PSUs

    | | Payout of Fiscal 2024–2026 PSUs | | | | Named Executive Officer(a) | Target Shares(b) | Payout Multiplier | Final PSU Award | | Robert J. Thomson(c) | 265,438 | 132.9% | 352,767 | | | 47,399 | 193.2% | 91,574 | | David B. Pitofsky | 58,660 | 132.9% | 77,959 | | Ruth Allen | 17,773 | 132.9% | 23,620 |

  72. Payout of Fiscal 2024–2026 PSUs

    (a) Ms. Chandrashekar and Mr. Delany did not receive fiscal 2024–2026 PSUs, which were granted prior to their respective appointments as CFO and Chief Technology Officer of the Company. Includes dividend equivalents, which vested at the same time and were subject to the same payout multiplier as the underlying award.

  73. Payout of Fiscal 2024–2026 PSUs

    | | 2026 Proxy Statement | | | 49 |

  74. Payout of Fiscal 2024–2026 PSUs

    Target shares include 47,399 PSUs that vested solely based on the Company’s relative TSR performance pursuant to the terms of Mr. Thomson’s employment agreement. The balance of his long-term equity incentive was granted as PSUs that were weighted as described above.

  75. Comparative Market Data and Industry Trends

    Comparative Market Data and Industry Trends The Compensation Committee considers compensation data and practices of a group of peer companies (the “Peer Group”), as well as current market trends and practices generally, in designing competitive and appropriate compensation packages for the NEOs. The Compensation Committee believes that a competitive executive compensation program is essential to attract and retain talented executives with the requisite skills and experience to successfully manage the Company’s businesses. The Compensation Committee considers both individual elements of compensation and total compensation of similarly situated executives at companies in the Peer Group. Given the Company’s diverse business portfolio, which is comprised of operating companies across multiple industries and markets, the Compensation Committee believes that strict “benchmarking” against the Peer Group does not provide a broad enough view for establishing executive compensation and it does not set compensation targets for the NEOs at a specific percentile of the Peer Group. The Compensation Committee, with advice from its independent compensation consultant, annually reviews the Peer Group and approves updates to its composition as necessary to better reflect the Company’s competitive landscape and account for any corporate changes and reorganizations among the Peer Group. The Company’s Peer Group is designed to include: ■ Companies with significant content production operations, including online/digital, print and television; ■ Companies of comparable financial size (the Company’s revenue and market capitalization were at the 51st and 38th percentiles, respectively, among the fiscal 2026 Peer Group at the time of its selection in February 2025); ■ Competitors for key executive level talent; ■ Companies with a significant portion of revenue generated outside the United States; and Companies within the same GICS code as the Company.

  76. Comparative Market Data and Industry Trends

    | 50 | | | | 2026 Proxy Statement |

  77. Comparative Market Data and Industry Trends

    In reviewing the Peer Group, the Compensation Committee also considers the companies identified as the Company’s peers by proxy advisory firms. In February 2025, the Compensation Committee reviewed the fiscal 2025 Peer Group with its independent compensation consultant and determined to (i) add CoStar Group, Inc., RELX PLC and S&P Global Inc. in an effort to maintain alignment with the factors set forth above; and (ii) remove TEGNA Inc., Netflix, Inc., Paramount Global and Warner Bros. Discovery, Inc., due to a difference in business focus and size following the sale of the Foxtel Group by the Company in April 2025 and after considering other announced external M&A activity.

  78. Comparative Market Data and Industry Trends

    | Fiscal 2026 Peer Group | | | • Booking Holdings Inc. | • Omnicom Group Inc. | | • CoStar Group, Inc. | • People Incorporated (formerly IAC Inc.) | | • FactSet Research Systems Inc. | • RELX PLC | | • Fox Corporation | • S&P Global Inc. | | • The Interpublic Group of Companies, Inc. | • Sirius XM Holdings Inc. | | • Liberty Global Ltd. | • Thomson Reuters Corporation | | • Nexstar Media Group, Inc. | • Zillow Group, Inc. |

  79. Comparative Market Data and Industry Trends

    The Compensation Committee reviewed the fiscal 2026 Peer Group in February 2026 with its independent compensation consultant and determined to (i) remove The Interpublic Group of Companies, Inc., following its acquisition by Omnicom Group Inc. in November 2025; and (ii) add Gartner, Inc. in an effort to maintain a reasonable Peer Group size and alignment with the factors set forth above.

  80. Severance Arrangements

    Severance Arrangements The current NEOs are each party to a negotiated employment agreement that provides for certain payments and benefits upon his or her separation from the Company. Such employment agreements and provisions relating to severance arrangements are more fully described under “Executive Compensation—Potential Payments upon Termination.” None of the NEOs’ employment agreements provides benefits that are triggered in whole or in part solely by a change in control of the Company (i.e., the agreements do not provide automatic single trigger benefits). The Company believes that providing appropriate severance benefits helps attract and retain highly qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company and by providing income continuity following an unexpected termination. These arrangements also allow the Company to protect its interests through confidentiality, non-competition and other restrictive covenants in the event of an executive’s termination.

  81. Securities Trading Policy and Prohibition on Hedging of News Corporation Stock

    Securities Trading Policy and Prohibition on Hedging of News Corporation Stock We maintain a securities trading policy governing the purchase, sale and other dispositions of our securities by directors, director emeriti, officers, employees, designated consultants and independent advisors, as well as their family members and/or controlled entities, that is designed to promote compliance with applicable securities laws that prohibit certain persons who are aware of material nonpublic information about a company from (i) trading in securities of that company or (ii) providing material non-public information to other persons who may trade on the basis of that information. The policy also prohibits all Directors and employees, including the NEOs, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities, including options, warrants, stock appreciation rights or similar rights whose value is derived from the value of the Company’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, straddles and similar instruments designed to offset the risks of ownership of the Company’s securities. However, holding and exercising employee stock options, RSUs or other equity-based awards granted under the Company’s equity compensation plans is not prohibited. In addition, the policy prohibits Directors and employees, including the NEOs, from hedging any Company securities that they hold directly or have received as equity compensation. A copy of our Securities Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended June 30, 2026.

  82. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are regularly granted to our NEOs and other senior employees on August 15 of each year. On occasion, equity awards may be granted outside of the annual cycle, including for purposes of new hires, promotions, recognition or retention. We do not currently grant stock options to our employees. Material nonpublic information is not taken into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  83. Equity Award Grant Practices

    | 52 | | | | 2026 Proxy Statement |

  84. Equity Award Grant Practices

    REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. THE COMPENSATION COMMITTEE: Masroor Siddiqui (Chair) Natalie Bancroft RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES The Compensation Committee is responsible for reviewing the compensation policies and practices of the Company and its subsidiaries to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on the Company. At the direction of the Compensation Committee, members of senior management conducted a risk assessment involving the collection and review of information regarding pay practices and risk-mitigation factors at the Company. Following an analysis of the results of the risk assessment with the Compensation Committee, the Compensation Committee concluded that the risks arising from the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs include features designed to discourage undue risk-taking by employees, including significant management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics which are generally set at the beginning of the performance period, award opportunities that are fixed or capped and recoupment provisions for certain incentive compensation granted to the NEOs and certain other senior executives in the event of certain financial restatements or misconduct.

  85. Equity Award Grant Practices

    | | 2026 Proxy Statement | | | 53 |

  86. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to total compensation for the Company’s NEOs for fiscal 2026, 2025 and 2024, respectively.

  87. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(a) | Stock Awards(b) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(c) | All Other Compensation(d) | Total | | Robert J. Thomson | 2026 | $3,000,000 | $10,013,270 | $6,166,667 | $1,000 | $564,459 | $19,745,396 | | Chief Executive Officer | 2025 | $3,000,000 | $10,039,381 | $6,806,667 | $233,539 | $544,142 | $20,623,729 | | | 2024 | $3,000,000 | $10,382,002 | $6,166,667 | $262,624 | $518,413 | $20,329,706 | | Lavanya Chandrashekar(e) | 2026 | $1,400,000 | $2,513,207 | $3,000,000 | $— | $168,428 | $7,081,635 | | Chief Financial Officer | 2025 | $689,231 | $2,601,721 | $1,641,759 | $— | $532,307 | $5,465,018 | | David B. Pitofsky | 2026 | $1,400,000 | $2,333,322 | $2,400,000 | $— | $219,871 | $6,353,193 | | General Counsel | 2025 | $1,400,000 | $2,065,088 | $2,589,333 | $— | $163,073 | $6,217,494 | | | 2024 | $1,310,400 | $1,947,167 | $1,572,480 | $— | $144,524 | $4,974,571 | | Julian Delany(f) | 2026 | $850,000 | $817,888 | $1,020,000 | $— | $753,214 | $3,441,102 | | Chief Technology Officer | | | | | | | | | Ruth Allen | 2026 | $861,882 | $971,936 | $1,034,258 | $— | $130,146 | $2,998,222 | | Chief Human Resources | 2025 | $825,000 | $978,769 | $1,040,600 | $— | $112,900 | $2,957,269 | | Officer | 2024 | $785,827 | $804,254 | $918,391 | $— | $107,452 | $2,615,924 |

  88. Summary Compensation Table

    (a) The amounts reported in this column represent base salaries paid to each of the NEOs for the applicable fiscal year as provided for in each of their respective employment agreements or compensation arrangements. Fiscal 2026, fiscal 2025 and fiscal 2024 each included 52 weeks. (b) The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of stock awards, including dividend equivalents, granted during the applicable fiscal year calculated based on the probable outcome of performance conditions as of the date of grant in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assuming the maximum level of performance, the grant date fair value of the stock awards granted during fiscal 2026 would be: $17,165,308 for Mr. Thomson; $4,245,612 for Ms. Chandrashekar; $3,944,599 for Mr. Pitofsky; $1,379,883 for Mr. Delany; and $1,642,368 for Ms. Allen. The actual value, if any, the executives will realize for these awards is a function of the value of the underlying shares if and when these awards vest and the level of attainment of the applicable performance targets. Please see the “Grants of Plan-Based Awards Table” below for more information regarding the stock awards granted in fiscal 2026. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 filed with the SEC on August 7, 2026. Changes in pension value as reported in the “Summary Compensation Table” are theoretical as these amounts are calculated pursuant to SEC requirements and are based on a retirement assumption of age 60 and other assumptions used in preparing our consolidated financial statements for each applicable fiscal year. The change from year to year in actuarial present value for each NEO’s accumulated pension benefits under the applicable Company pension plans is subject to market volatility and may not represent, nor does it affect, the value that a NEO will actually accrue under the Company’s pension plans during any given fiscal year. Changes in pension value are denominated in British pounds sterling, and have been converted into U.S. dollars using the average exchange rate for the applicable fiscal year. There were no above-market earnings or preferential earnings on any compensation that was deferred pursuant to a nonqualified deferred compensation plan or on any other basis that is not tax-qualified.

  89. Summary Compensation Table

    | 54 | | | | 2026 Proxy Statement |

  90. Summary Compensation Table

    “All Other Compensation” for fiscal 2026 is calculated based on the aggregate incremental cost to the Company of certain benefits and perquisites. To the extent the value of all perquisites and personal benefits did not exceed $10,000 in a given fiscal year for any NEO, such amounts are not disclosed below or in the table above as permitted under SEC rules. The amounts included in this column for fiscal 2026 comprise the following:

  91. Summary Compensation Table

    | | Robert J. Thomson | Lavanya Chandrashekar | David B. Pitofsky | Julian Delany | Ruth Allen | | Perquisites | | | | | | | Tax planning services(1) | $— | $— | $— | $15,281 | $22,733 | | Other | | | | | | | Company contributions to 401(k) plan | $16,700 | $20,931 | $20,258 | $34,358 | $22,638 | | Company contributions to Restoration Plan | $255,200 | $147,497 | $199,613 | $3,575 | $84,775 | | Life insurance premiums | $292,559(2) | $— | $— | $— | $— | | Relocation support | $— | | $— | $700,000(3) | $— | | Total | $564,459 | $168,428 | $219,871 | $753,214 | $130,146 |

  92. Summary Compensation Table

    (1) Represents tax planning services relating to Mr. Delany’s and Ms. Allen’s relocations from Australia to the United States in connection with their appointments as Chief Technology Officer and Chief Human Resources Officer, respectively. (2) The life insurance premium provided to Mr. Thomson is a legacy benefit from his previous employment by 21st Century Fox in the U.K. in periods prior to the Separation. (3) Represents allowance provided to offset costs in connection with Mr. Delany’s relocation to the United States in connection with his appointment as Chief Technology Officer, effective June 30, 2025, pursuant to the terms of his employment agreement. (e) Ms. Chandrashekar was appointed CFO effective as of January 1, 2025. As a result, her fiscal 2025 base salary and annual cash incentive were pro-rated. Ms. Chandrashekar was not an NEO in fiscal 2024 and therefore her compensation related to such fiscal year is not disclosed. Mr. Delany was not an NEO in fiscal 2024 or fiscal 2025 and therefore his compensation related to such fiscal years is not disclosed.

  93. Summary Compensation Table

    | | 2026 Proxy Statement | | | 55 |

  94. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information with respect to grants of plan-based awards to the NEOs during fiscal 2026.

  95. Grants of Plan-Based Awards Table

    | Name | Grant Date | Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | Grant Date Fair Value of Stock Awards | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Robert J. Thomson | | | $2,500,000 | $5,000,000 | $10,000,000 | | | | | | | | 8/15/2025(a) | 8/6/2025 | | | | 22,317 | 223,154 | 446,308 | | $6,235,369 | | | 8/15/2025(a) | 8/6/2025 | | | | 16,780 | 33,557 | 67,114 | | 732,549 | | | 8/15/2025(a) | 8/6/2025 | | | | | | | 95,637 | 2,818,422 | | | 10/8/2025(b) | | | | | 269 | 2,672 | 5,344 | | 87,508 | | | 10/8/2025(b) | | | | | 215 | 427 | 854 | | 18,322 | | | 10/8/2025(b) | | | | | | | | 742 | 22,594 | | | 4/8/2026(b) | | | | | 302 | 3,006 | 6,012 | | 69,228 | | | 4/8/2026(b) | | | | | 242 | 481 | 962 | | 9,062 | | | 4/8/2026(b) | | | | | | | | 834 | 20,216 | | | | | | | | | | | | $10,013,270 | | Lavanya Chandrashekar | | | $1,250,000 | $2,500,000 | $5,000,000 | | | | | | | | 8/15/2025(a) | 8/6/2025 | | | | 6,109 | 61,074 | 122,148 | | $1,706,530 | | | 8/15/2025(a) | 8/6/2025 | | | | | | | 26,174 | 771,348 | | | 10/8/2025(b) | | | | | 48 | 465 | 930 | | 14,444 | | | 10/8/2025(b) | | | | | | | | 164 | 4,994 | | | 4/8/2026(b) | | | | | 54 | 522 | 1,044 | | 11,431 | | | 4/8/2026(b) | | | | | | | | 184 | 4,460 | | | | | | | | | | | | $2,513,207 | | David B. Pitofsky | | | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | 8/15/2025(a) | 8/6/2025 | | | | 5,639 | 56,376 | 112,752 | | $1,575,258 | | | 8/15/2025(a) | 8/6/2025 | | | | | | | 24,160 | 711,995 | | | 10/8/2025(b) | | | | | 63 | 615 | 1,230 | | 20,098 | | | 10/8/2025(b) | | | | | | | | 174 | 5,299 | | | 4/8/2026(b) | | | | | 71 | 692 | 1,384 | | 15,921 | | | 4/8/2026(b) | | | | | | | | 196 | 4,751 | | | | | | | | | | | | $2,333,322 | | Julian Delany | | | $425,000 | $850,000 | $1,700,000 | | | | | | | | 8/15/2025(a) | 8/6/2025 | | | | 1,998 | 19,967 | 39,934 | | 557,918 | | | 8/15/2025(a) | 8/6/2025 | | | | | | | 8,556 | 252,145 | | | 10/8/2025(b) | | | | | 9 | 72 | 144 | | 2,237 | | | 10/8/2025(b) | | | | | | | | 65 | 1,979 | | | 4/8/2026(b) | | | | | 10 | 82 | 164 | | 1,840 | | | 4/8/2026(b) | | | | | | | | 73 | 1,769 | | | | | | | | | | | | 817,888 | | Ruth Allen(c) | | | $430,941 | $861,882 | $1,723,764 | | | | | | | | 8/15/2025(a) | 8/6/2025 | | | | 2,351 | 23,490 | 46,980 | | $656,358 | | | 8/15/2025(a) | 8/6/2025 | | | | | | | 10,067 | 296,674 | | | 10/8/2025(b) | | | | | 26 | 243 | 486 | | 7,848 | | | 10/8/2025(b) | | | | | | | | 83 | 2,527 | | | 4/8/2026(b) | | | | | 29 | 274 | 548 | | 6,226 | | | 4/8/2026(b) | | | | | | | | 95 | 2,303 | | | | | | | | | | | | $971,936 |

  96. Grants of Plan-Based Awards Table

    (a) Represents the fiscal 2026–2028 PSUs and RSUs. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2026–2028 Long-Term Equity Incentive.” Reflects the right to receive the U.S. dollar value of shares of Class A Common Stock (in the case of Mr. Thomson) or shares of Class A Common Stock (in all other cases), that may be earned upon vesting of the PSUs and RSUs, assuming, in the case of PSUs, the achievement of target performance levels (i.e., 100% of target PSUs) during the applicable performance period. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2026–2028 Long-Term Equity Incentive” for a discussion of the performance metrics applicable to the fiscal 2026–2028 PSUs. Represents dividend equivalents accrued on the fiscal 2024–2026, fiscal 2025–2027 and fiscal 2026–2028 PSUs and RSUs, as applicable.

  97. Grants of Plan-Based Awards Table

    | 56 | | | | 2026 Proxy Statement |

  98. Grants of Plan-Based Awards Table

    Pursuant to the terms of her amended and restated employment agreement, dated November 18, 2025 and effective January 1, 2026, Ms. Allen’s target annual cash incentive was prorated for fiscal 2026 based on the target of $825,000 as in effect prior to such effective date and the new target of $900,000 following such effective date.

  99. Outstanding Equity Awards Table

    Outstanding Equity Awards Table The following table sets forth information with respect to each of the NEOs’ outstanding equity awards as of the end of fiscal 2026.

  100. Outstanding Equity Awards Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(a) | Market Value of Shares or Units of Stock That Have Not Vested(a)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(b)(c) | | Robert J. Thomson | 649,291 | $16,498,484 | 827,611 | $21,029,596 | | Lavanya Chandrashekar | 45,475 | $1,155,520 | 195,249 | $4,961,277 | | David B. Pitofsky | 126,304 | $3,209,385 | 166,130 | $4,221,363 | | Julian Delany | 18,345 | $466,146 | 20,121 | $511,275 | | Ruth Allen | 47,127 | $1,197,497 | 75,727 | $1,924,223 |

  101. Outstanding Equity Awards Table

    (a) Represents (i) cash-settled (for Mr. Thomson and Mr. Delany’s fiscal 2024–2026 and fiscal 2025–2027 RSUs, which were granted prior to Mr. Delany’s appointment as Chief Technology Officer and cash-settled pursuant to the Company’s policy of settling equity awards to employees in certain countries in cash to address certain requirements of local laws) or stock-settled (in all other cases) fiscal 2024–2026, fiscal 2025–2027 and fiscal 2026–2028 RSUs and dividend equivalents thereon; and (ii) cash-settled (for Mr. Thomson) or stock-settled (for other NEOs as applicable) fiscal 2024–2026 PSUs and dividend equivalents thereon, which were subject to a performance period ending on June 30, 2026 and remained subject to time-based vesting through August 15, 2026. The respective vesting dates for such awards that have not yet vested as of the end of fiscal 2026 are set forth below:

  102. Outstanding Equity Awards Table

    | Name | Number of RSUs and Earned PSUs That Have Not Vested | Vesting Date(1) | | Robert J. Thomson | 96,378(2) | Ratably on 8/15/2026, 8/15/2027 and 8/15/2028 | | | 70,650(3) | Ratably on 8/15/2026 and 8/15/2027 | | | 37,922(4) | On 8/15/2026 | | | 444,341(5) | On 8/15/2026 | | Lavanya Chandrashekar | 26,376(2) | Ratably on 8/15/2026, 8/15/2027 and 8/15/2028 | | | 19,099(3) | Ratably on 8/15/2026 and 8/15/2027 | | David B. Pitofsky | 24,347(2) | Ratably on 8/15/2026, 8/15/2027 and 8/15/2028 | | | 15,616(3) | Ratably on 8/15/2026 and 8/15/2027 | | | 8,382(4) | On 8/15/2026 | | | 77,959(5) | On 8/15/2026 | | Julian Delany | 8,622(2) | Ratably on 8/15/2026, 8/15/2027 and 8/15/2028 | | | 6,047(3) | Ratably on 8/15/2026 and 8/15/2027 | | | 3,676(4) | On 8/15/2026 |

  103. Outstanding Equity Awards Table

    | | 2026 Proxy Statement | | | 57 |

  104. Outstanding Equity Awards Table

    | Name | Number of RSUs and Earned PSUs That Have Not Vested | Vesting Date(1) | | Ruth Allen | 10,144(2) | Ratably on 8/15/2026, 8/15/2027 and 8/15/2028 | | | 7,436(3) | Ratably on 8/15/2026 and 8/15/2027 | | | 5,927(4) | On 8/15/2026 | | | 23,620(5) | On 8/15/2026 |

  105. Outstanding Equity Awards Table

    (1) Underlying awarded units vest on the schedule shown with any associated accrued dividend equivalents vesting at the same time as the underlying RSUs to which they relate. (2) Represents unvested fiscal 2026–2028 RSUs. (3) Represents unvested fiscal 2025–2027 RSUs. (4) Represents unvested fiscal 2024–2026 RSUs. (5) Represents final earned 2024–2026 PSUs. (b) Calculated using the closing price of the Company’s Class A Common Stock as reported on Nasdaq on June 26, 2026, the last trading day of fiscal 2026, of $25.41. (c) Represents cash-settled (for Mr. Thomson) or stock-settled (for all other NEOs) PSUs, including dividend equivalents accrued thereon, which remain subject to performance criteria and have not yet vested as of the end of fiscal 2026. In accordance with SEC guidance, the number of shares presented is based on the assumption that the PSUs will vest based on the achievement of the target (for fiscal 2026–2028 PSUs) or maximum (for fiscal 2025–2027 PSUs) performance level, based on the trending performance of the PSUs as of the end of fiscal 2026. The number of PSUs, if any, ultimately earned by the NEO will depend on the actual performance level achieved by the Company for the applicable performance period. The respective performance periods and vesting dates for PSUs that remain subject to performance criteria and have not yet vested as of the end of fiscal 2026 are set forth below:

  106. Outstanding Equity Awards Table

    | Name | Number of PSUs That Have Not Vested | Performance Period | Vesting Date | | Robert J. Thomson | 258,701(1) | 7/1/2025 to 6/30/2028 | 8/15/2028 | | | 568,910(2) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | Lavanya Chandrashekar | 61,547(1) | 7/1/2025 to 6/30/2028 | 8/15/2028 | | | 133,702(2) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | David B. Pitofsky | 56,812(1) | 7/1/2025 to 6/30/2028 | 8/15/2028 | | | 109,318(2) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | Julian Delany | 20,121(1) | 7/1/2025 to 6/30/2028 | 8/15/2028 | | Ruth Allen | 23,671(1) | 7/1/2025 to 6/30/2028 | 8/15/2028 | | | 52,056(2) | 7/1/2024 to 6/30/2027 | 8/15/2027 |

  107. Outstanding Equity Awards Table

    (1) Represents unvested fiscal 2026–2028 PSUs. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2026–2028 Long-Term Equity Incentive” for details. Represents unvested 2025–2027 PSUs.

  108. Outstanding Equity Awards Table

    | 58 | | | | 2026 Proxy Statement |

  109. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information with respect to each vesting of stock, including PSUs and RSUs, for each of the NEOs during fiscal 2026.

  110. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(a) | Value Realized on Vesting | | Robert J. Thomson | 512,854 | $15,283,049 | | Lavanya Chandrashekar | 9,476 | $282,385 | | David B. Pitofsky | 86,364 | $2,573,647 | | Julian Delany | 11,198 | $333,700 | | Ruth Allen | 33,189 | $989,032 |

  111. Option Exercises and Stock Vested Table

    (a) Represents cash-settled PSUs and RSUs (for Mr. Thomson and for Mr. Delany, whose awards that vested in fiscal 2026 were granted prior to his appointment as Chief Technology Officer and cash-settled pursuant to the Company’s policy of settling equity awards to employees in certain countries in cash to address certain requirements of local laws) and stock-settled PSUs and RSUs (in all other cases) comprising the fiscal 2023–2025 PSU award and a portion of the fiscal 2025–2027, fiscal 2024–2026 and fiscal 2023–2025 RSU awards, and dividend equivalents on such awards, all of which vested on August 15, 2025.

  112. Pension Benefits Table

    Pension Benefits Table The following table sets forth information with respect to each Company defined benefit plan that provides payments in connection with retirement with respect to each of the NEOs at the end of fiscal 2026.

  113. Pension Benefits Table

    | Name(a) | Plan Name | Number of Years Credited Service(b) | Present Value of Accumulated Benefit(c) | Payments During Last Fiscal Year | | Robert J. Thomson | News International Pension and Life Assurance Plan for Senior Executives | 6 | $1,085,032 | — | | | News International Unapproved Pension and Life Assurance Plan | 6 | $739,569 | — | | | Employer-Financed Retirement Benefits Scheme | 5 | $1,579,224 | — |

  114. Pension Benefits Table

    (a) The NEOs other than Mr. Thomson do not participate in the Company’s pension plans. (b) Reflects years of credited service as of the time each respective plan was frozen to future benefit accruals. Mr. Thomson actually has 24 years of service with the Company. (c) Calculated assuming commencement of benefits at age 60, using a discount rate of 5.83% in the case of the Registered Plan (as defined below) and 5.93% in the case of the Supplementary Plan (as defined below) and the EFRBS (as defined below), with a retail price index inflation assumption of 3.00% and a mortality assumption of SAPS with a 1.25% per annum long-term rate of improvement. Pension and retirement benefits are denominated in British pounds sterling, and have been converted into U.S. dollars using the spot exchange rate as of June 26, 2026, the last trading day of fiscal 2026, which was 1 USD = 0.7576 GBP, as reported on Bloomberg.

  115. Description of Pension Benefits

    Description of Pension Benefits Mr. Thomson accrued pension benefits under Company-sponsored plans in connection with his employment in periods prior to the Separation by News International and News UK, divisions of the Company which at the time were divisions of the Company’s former parent. The News International Pension and Life Assurance Plan for Senior Executives (the “Registered Plan”) provides select U.K. executives with pension benefits for services rendered. The Registered Plan was frozen to future benefit accruals effective March 31, 2011, and benefits are determined using formulas that were based on the period of employment through such date. The applicable formula for Mr. Thomson was an annual benefit accrual of 1/45th of pensionable salary (limited to the pension salary cap where applicable) and is payable at age 60 in the form of a member annuity plus a 50% survivor annuity. The benefit at

  116. Description of Pension Benefits

    | | 2026 Proxy Statement | | | 59 |

  117. Description of Pension Benefits

    retirement is adjusted annually in payment for inflation as measured by the lesser of the change in the consumer price index or retail price index, subject to a cap of 5%. Mr. Thomson also has an accrued benefit in the News International Unapproved Pension and Life Assurance Plan (the “Supplementary Plan”). The Supplementary Plan is a non-registered plan that provides benefits that were not available in the Registered Plan as a result of the application of the U.K. statutory earnings cap and was also frozen to future benefit accruals effective March 31, 2011. Upon Mr. Thomson’s transfer to the U.S. in 2008, the Company extended to Mr. Thomson benefits through the Employer-Financed Retirement Benefits Scheme (the “EFRBS”) equivalent to the benefit amounts provided by the Registered Plan and the Supplementary Plan. The EFRBS is subject to Section 409A of the Tax Code, and the full commuted value of the EFRBS benefit is payable as a single lump sum upon separation of employment. The EFRBS was frozen as of June 30, 2013 for future service. The Registered Plan and the EFBRS provide for a 4% per year reduction in benefits for each year before age 60 that the executive retires. Participants will receive distributions of vested benefits upon termination of employment in accordance with the payment schedule set forth under the plan rules.

  118. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table Certain highly compensated employees are eligible to participate in the Restoration Plan. The following table sets forth information with respect to the Restoration Plan at the end of fiscal 2026.

  119. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year(a) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(b) | | Robert J. Thomson | — | $255,200 | $564,697 | — | $5,523,801 | | Lavanya Chandrashekar | — | $147,497 | $4,116 | — | $170,053 | | David B. Pitofsky | — | $199,613 | $254,003 | — | $2,242,945 | | Julian Delany | — | $3,575 | $58 | — | $3,633 | | Ruth Allen | — | $84,775 | $48,060 | — | $303,632 |

  120. Nonqualified Deferred Compensation Table

    (a) Amounts reported in this column are included in the “All Other Compensation” column of the “Summary Compensation Table” for fiscal 2026. (b) Amounts reported in this column include the following amounts that were reported as compensation to the NEOs in the “Summary Compensation Table” in the Company’s previous proxy statements: $2,968,492 for Mr. Thomson; $17,769 for Ms. Chandrashekar; $1,140,375 for Mr. Pitofsky; and $138,286 for Ms. Allen.

  121. Potential Payments upon Termination

    Potential Payments upon Termination The NEOs’ employment agreements (the “NEO Agreements”) provide for certain payments and benefits upon their respective separations from the Company. These provisions are summarized below. Furthermore, the Company’s equity award agreements include certain termination-related vesting provisions. Pursuant to the NEO Agreements and the currently outstanding equity award agreements, if an NEO is terminated by reason of his or her death, his or her surviving spouse or other designee or the legal representative of his or her estate is entitled to: ■ continue to receive the NEO’s full base salary for one year following termination; ■ any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of termination; ■ a pro-rata portion of the annual bonus that would have been earned for the fiscal year of termination had no termination occurred, calculated based on the then current target annual bonus amount and based on the number of days of employment by the Company in the fiscal year during which employment terminated compared to the total number of days in such fiscal year; and ■ per the terms of applicable award agreements, immediate vesting of all outstanding unvested RSUs and vesting of outstanding PSUs for which employment continued beyond the last day of the first fiscal year of the applicable performance period based on projected actual performance for any PSUs with less than one year remaining in the performance period and based on target performance for all other such PSUs. During any period that the NEO fails to perform his or her duties as a result of incapacity and disability due to physical or mental illness, the NEO is entitled to continue to receive his or her full base salary (capped at 12 months for Ms. Chandrashekar and Mr. Pitofsky) and benefits until the NEO returns to duties or employment is terminated by the Company pursuant to the Company’s right to terminate employment if, as a result of incapacity and disability due to physical or mental illness, the NEO has been absent from duties for seven months and is unable to provide the Company with a note from his or her treating physician that provides for a definite and reasonable return to work date (or in the case of Mr. Thomson, the NEO has failed to perform his duties for 365 consecutive days). If the NEO’s employment is terminated by the Company as described in the foregoing sentence, the NEO is entitled to: ■ any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of termination; ■ a pro-rata portion of the annual bonus that would have been earned for the fiscal year of termination had no termination occurred, calculated based on the predetermined target annual bonus amount and based on the number of days of employment by the Company in the fiscal year during which employment terminated compared to the total number of days in such fiscal year; ■ vesting and payment of outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs provide that if employment is terminated in connection with a qualifying disability and such termination occurs beyond the last day of the first fiscal year of the applicable performance period, the NEO will receive shares of the Company’s Class A Common Stock based on the overall payout multiplier for the performance objectives on the applicable vesting date(s) and for RSUs provide for continued vesting for a period of three years following such termination; and ■ in the case of Mr. Thomson, payment of his base salary and benefits for 12 months following his termination. If the NEO’s employment is terminated by the Company for cause or if he or she resigns other than for good reason, the NEO will be entitled to receive: ■ his or her full base salary and benefits through the date of termination; and ■ any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of termination (in the case of Mr. Thomson, Ms. Chandrashekar and Mr. Pitofsky). For purposes of the NEO Agreements, the term “cause” generally means: (i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) engaging in willful neglect or willful misconduct in carrying out duties under the NEO Agreement, which breach, if curable, remains uncured 15 days after written notice specifying such breach; (iii) breach of any material representation, warranty, covenant or term of the NEO

  122. Potential Payments upon Termination

    | 62 | | | | 2026 Proxy Statement |

  123. Potential Payments upon Termination

    Agreement, including, among other things, a breach of written Company policy, which breach, if curable, remains uncured 21 days after written notice specifying such breach; (iv) act of fraud or dishonesty in the performance of job duties; (v) intentionally engaging in conduct which impacts negatively and materially on the reputation or image of the Company, its affiliates or any of their respective products; and/or (vi) use of illegal drugs. If the NEO’s employment is terminated by the Company other than for cause, death or disability, or by the NEO for good reason, the NEO will be entitled to continue to receive: ■ his or her then current base salary and annual bonus for two years following the date of termination, in each case with the annual bonus payment(s) based on the then current annual bonus target; ■ any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of termination; ■ a pro-rata portion of the annual bonus that would have been earned for the fiscal year of termination had no termination occurred, calculated based on the predetermined target annual bonus amount and based on the number of days of employment by the Company in the fiscal year during which employment terminated compared to the total number of days in such fiscal year; ■ continued vesting of equity awards granted prior to the date of termination in the same manner as though the NEO continued to be employed for two years after the date of termination; and ■ in the case of Ms. Chandrashekar, Mr. Pitofsky, Mr. Delany and Ms. Allen, Company-paid premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for the NEO and his or her eligible dependents for up to the successive 18 months following the date of termination. The Pitofsky Agreement and the Allen Agreement each provide for the respective NEO’s continued service for a transition period of up to six months following a termination of employment in connection with the commencement of a Board-approved successor. During such transition period, such NEO will serve as a Senior Advisor to the Company, and the termination without cause will be effective as of the end of such transition period. For purposes of the NEO Agreements, the term “good reason” generally means (i) a material breach of the NEO Agreements by the Company, which breach, if curable, is not cured within 30 days after written notice specifying such breach, (ii) if the NEO is required to be based and primarily render services outside the New York City metropolitan area or (iii) a material diminution in the NEO’s duties thereby diminishing his or her role. If, following the completion of the term, the NEO is not offered a new employment agreement by the Company on terms at least as favorable as those in the current agreement and is subsequently terminated without cause, the NEO would be entitled to the benefits in the foregoing paragraph (using the same base salary and annual bonus target as in effect immediately prior to the expiration of the term of the NEO Agreements). Mr. Thomson would also be eligible to continue to vest in any equity awards granted to him during the term of his employment. Under the applicable equity award agreements, in the event of a “retirement,” defined as the resignation or termination of employment after attainment of age 60 with 10 years of service, Mr. Thomson and Mr. Pitofsky would be entitled to the shares of the Company’s Class A Common Stock based on the overall payout multiplier for the performance objectives on the applicable vesting date(s) for any outstanding PSUs for which such NEO was employed beyond the last day of the first fiscal year of the applicable performance period and continued vesting of outstanding RSUs for three years post-termination (or for Mr. Thomson, the cash value of such shares). The Company’s obligation to pay compensation and provide benefits following termination are subject to the execution by the NEO (or the legal representative of his or her estate, as applicable) of the Company’s then-standard separation agreement and general release, and the continued compliance with the terms, conditions and covenants set forth therein.

  124. Potential Payments upon Termination

    | | 2026 Proxy Statement | | | 63 |

  125. Quantification of Termination Payments

    | Fiscal Year | 2026 | | SCT Total for PEO | $19,745,396 | | “Change in Pension Value and Nonqualified Deferred Compensation Earnings” reported in the SCT | (1,000) | | “Stock Awards” reported in the SCT | (10,013,270) | | Change in fair value from prior fiscal year end to vesting date of awards granted in prior fiscal years that vested during the fiscal year | 634,986 | | Change in fair value from prior to current fiscal year end of awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end | (3,400,732) | | Fair value as of fiscal year end of awards granted during fiscal year that remain unvested | 13,739,940 | | Total adjustments | 959,924 | | CAP to PEO | $20,705,320 |

  126. Quantification of Termination Payments

    | Fiscal Year | 2026 | | Average SCT Total for Non-PEO NEOs | $4,968,538 | | “Change in Pension Value and Nonqualified Deferred Compensation Earnings” reported in the SCT | — | | “Stock Awards” reported in the SCT | (1,659,088) | | Change in fair value from prior fiscal year end to vesting date of awards granted in prior fiscal years that vested during the fiscal year | 46,356 | | Change in fair value from prior to current fiscal year end of awards granted in prior fiscal years that were outstanding and unvested as of fiscal year end | (338,648) | | Fair value as of fiscal year end of awards granted during fiscal year that remain unvested | 1,452,846 | | Total adjustments | (498,534) | | Average CAP to Non-PEO NEOs | $4,470,004 |

  127. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP.

  128. Analysis of the Information Presented in the Pay versus Performance Table

    | 68 | | | | 2026 Proxy Statement |

  129. Analysis of the Information Presented in the Pay versus Performance Table

    In accordance with SEC rules, the following charts show graphically the relationships over the past four fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR:

  130. Analysis of the Information Presented in the Pay versus Performance Table

    | | 2026 Proxy Statement | | | 69 |

  131. Analysis of the Information Presented in the Pay versus Performance Table

    Our executive compensation program is aligned with our business strategy and with creating long-term stockholder value by paying for performance, with a significant portion of NEOs’ target compensation “at risk,” variable and performance-based. It is important to note that CAP does not necessarily reflect the actual compensation earned or received by an NEO in the stated fiscal year as such value depends on a variety of factors. For example, PSUs granted to the NEOs are fully at risk for financial performance during the three-year performance period and for stock price performance until their vesting date. The information contained in this section will not be incorporated into any filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.