DEF 14A of News Corp, Oct 8, 2025

DEF 14A of News Corp

Filed Oct 8, 2025 · FY20250001140361-25-037696

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | (a) 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. |

  3. Board Qualifications and Experience

    Board Qualifications and Experience

  4. Executive Compensation Highlights

    Executive Compensation Highlights

  5. Executive Compensation Highlights

    | We Pay for Performance | | We Seek to Mitigate Compensation-Related Risk | | | ■ | Majority of our named executive officers’ (“NEOs”’) fiscal 2025 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) |

  6. Executive Compensation Highlights

    For additional information on our executive compensation, see the “Compensation Discussion and Analysis,” which begins on page 33, and the “Summary Compensation Table” and other related tables and disclosure in “Executive Compensation,” which begin on page 54. 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 October 8, 2025. 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.

  7. Executive Compensation Highlights

    | Lachlan K. Murdoch | | | Chair Age 54 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 approximately $32 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 |

  8. Executive Compensation Highlights

    | 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) | |

  9. Executive Compensation Highlights

    | Robert J. Thomson | | | Chief Executive Age 64 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 |

  10. Executive Compensation Highlights

    | 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 |

  11. Executive Compensation Highlights

    | José María Aznar | | | Independent Director Age 72 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 artificial intelligence systems |

  12. Executive Compensation Highlights

    | 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) | |

  13. Executive Compensation Highlights

    | Natalie Bancroft | | | Independent Director Age 45 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 |

  14. Executive Compensation Highlights

    | 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) | |

  15. Executive Compensation Highlights

    | Ana Paula Pessoa | | | Independent Director Age 58 Director since: June 2013 Committees: ■ Audit ■ 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 artificial intelligence company, before its sale in 2024, 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 artificial intelligence, 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 |

  16. Executive Compensation Highlights

    | Employment and Other Experience | | | 2000 – Present | Founder and Partner, Avanti SC (a strategic planning firm) | | 2017 – 2024 | Partner, Kunumi (an artificial intelligence 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) | |

  17. Executive Compensation Highlights

    | Masroor Siddiqui | | | Independent Lead Director Age 53 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 |

  18. Executive Compensation Highlights

    | 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) |

  19. Executive Compensation Highlights

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

  20. 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:

  21. 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, 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 | | | ■ | 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 ESG 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 | |

  22. 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., exceed 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 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 the Company’s clawback policies, oversee their administration 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 2025, 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 2025 Members Masroor Siddiqui (Chair) Natalie Bancroft | |

  23. Director Compensation for the Fiscal Year Ended June 30, 2025

    Director Compensation for the Fiscal Year Ended June 30, 2025

  24. Director Compensation for the Fiscal Year Ended June 30, 2025

    | Name | Fees Earned or Paid in Cash | Stock Awards(a) | All Other Compensation | Total | | Lachlan K. Murdoch | $100,000 | $204,065 | $712,871(b) | $1,016,936 | | Kelly Ayotte(c) | $52,459 | $80,421 | $— | $132,880 | | José María Aznar | $137,500 | $204,065 | $— | $341,565 | | Natalie Bancroft | $120,000 | $204,065 | $— | $324,065 | | Ana Paula Pessoa | $125,000 | $204,065 | $— | $329,065 | | Masroor Siddiqui(d) | $209,212 | $204,065 | $— | $413,277 |

  25. Director Compensation for the Fiscal Year Ended June 30, 2025

    | (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 2025 included 52 weeks, and our Non-Executive Directors received four quarterly DSU grants during the fiscal year on July 1, 2024, October 1, 2024, January 2, 2025 and April 1, 2025. The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of DSUs granted during fiscal 2025, 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, 2025 filed with the SEC on August 6, 2025. The aggregate number of equity awards outstanding as of fiscal year end for each Non-Executive Director appears in the table on page 25. |

  26. Director Compensation for the Fiscal Year Ended June 30, 2025

    | (b) This amount reflects the incremental cost of certain security expenses provided to Mr. L.K. Murdoch, Chair of the Company. 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. |

  27. Director Compensation for the Fiscal Year Ended June 30, 2025

    | (c) Represents compensation for partial-year service as a Non-Executive Director; Ms. Ayotte’s service as a Director ended as of November 20, 2024. |

  28. Director Compensation for the Fiscal Year Ended June 30, 2025

    | (d) Reflects partial-year service as Compensation Committee Chair from November 20, 2024. |

  29. 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 |

  30. Amended and Restated Employment Agreement with Chief Executive Officer

    Amended and Restated Employment Agreement with Chief Executive Officer On June 20, 2025, the Board approved an extension of the term of the amended and restated employment agreement between the Company and Robert J. Thomson, such that the term will now expire on June 30, 2030. Mr. Thomson’s base salary, target annual cash incentive and target long-term equity incentive all remained unchanged at $3,000,000, $5,000,000 and $10,500,000, respectively. For more details, see “—Total Direct Compensation” below.

  31. Total Direct Compensation

    Total Direct Compensation The following table presents the total direct compensation (“Total Direct Compensation”) awarded to our NEOs for fiscal 2025. 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 2025 as performance stock units (“PSUs”) and restricted stock units (“RSUs”).

  32. Total Direct Compensation

    | Named Executive Officer | 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(a) | $1,400,000 | $2,500,000 | $2,600,000 | $6,500,000 | | David B. Pitofsky | $1,400,000 | $2,000,000 | $2,100,000 | $5,500,000 | | Ruth Allen | $825,000 | $825,000 | $1,000,000 | $2,650,000 | | Susan Panuccio(b) | $1,700,000 | $2,700,000 | $2,850,000 | $7,250,000 | | David R. Kline(c) | $1,076,400 | $1,076,400 | $1,000,000 | $3,152,800 |

  33. Total Direct Compensation

    | (a) Ms. Chandrashekar was appointed CFO effective January 1, 2025. This table reflects her annual base salary and target annual cash incentive, both of which were pro-rated in fiscal 2025 to reflect such effective date. Upon her appointment, Ms. Chandrashekar received a one-time long-term equity incentive grant with the target amount reflected in the table. She was not granted a fiscal 2025 long-term equity incentive award. |

  34. Aligning Compensation with Company Performance

    In conjunction with the Board’s approval of the annual budget at the beginning of fiscal 2025, the Compensation Committee approved a financial target for the fiscal 2025 annual cash incentives, setting the midpoint of the target range for adjusted** Total Segment EBITDA at $1.615 billion, based on the Company’s annual budget and strategic plan. The Company achieved adjusted Total Segment EBITDA of $1.754 billion, resulting in a calculated 124.2% payout of the quantitative portion of the award. The Compensation Committee also evaluated each NEO’s achievements and contributions during fiscal 2025 to determine payouts of the qualitative portion of each NEO’s award ranging from 120% to 160%. For the fiscal 2023-2025 PSUs, the Compensation Committee approved performance targets at the beginning of the performance period 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 $3.11 and $2.778 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 $2.13, $2.383 billion and the 81.9th percentile, respectively, during the performance period, resulting in a 93.8% overall payout for the fiscal 2023-2025 PSUs. For more information, please see “—Named Executive Officer Compensation—Payout of Fiscal 2023-2025 PSUs.”

  35. Aligning Compensation with Company Performance

    | ** Consistent with the framework set in advance for the annual cash incentive program and the fiscal 2023-2025 PSUs, the Compensation Committee approved adjustments to performance metric calculations for purposes of determining payouts. These adjustments can result in either increases or decreases to achieved results and are intended to ensure that award payments reflect the underlying performance of the Company’s business and are not artificially inflated or deflated due to unusual events. Adjustments were made for gains or losses associated with the sale or purchase of property and/or businesses, litigation expenses, equity earnings, restructuring and impairment charges, 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. |

  36. 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 Company strategy | | • | 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 | | • | Incorporation of ESG performance in incentive compensation - performance on ethics and compliance and other ESG 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 |

  37. 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 |

  38. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant During fiscal 2025, 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 in comparison with 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 2025, 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 2025, 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.

  39. 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 ESG objectives | | | | Long-Term Equity Incentive | • | 70% awarded as PSUs | | • | Rewards long-term value creation based on achievement of specified performance targets | | | | | | ○ | Cliff vest after three-year performance period | | | | | | | | ○ | Payout range of 0-200% of target | | | • | Aligns executives’ interests with the long-term interests of our stockholders | | | | ○ | 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 | | | • | Helps retain executives over a longer horizon | | | • | 30% awarded as RSUs | | • | Supports talent attraction and retention by aligning to market practice | | | | | | ○ | Vest ratably over three years | | | | | | | | ○ | Tied to Company stock price | | | | |

  40. 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 2023-2025 PSUs” and “—Grant of Fiscal 2025-2027 Long-Term Equity Incentive.” The balance of his long-term equity incentive is weighted as set forth in this table. |

  41. 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.

  42. Fiscal 2025 Annual Cash Incentives

    Fiscal 2025 Annual Cash Incentives The Compensation Committee approved a framework for the NEOs’ annual cash incentives for fiscal 2025 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 2025 annual cash incentive was warranted:

  43. Fiscal 2025 Annual Cash Incentives

    | ■ | management’s performance on ethics and compliance objectives, based on a recommendation from the Audit Committee; and |

  44. Fiscal 2025 Annual Cash Incentives

    | ■ | management’s performance on other ESG goals, based on a report from the Nominating and Corporate Governance Committee, which considered achievements in the categories of ESG governance, ESG communications, environment and sustainability, human capital and philanthropy. |

  45. Fiscal 2025 Annual Cash Incentives

    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 2025 annual cash incentives:

  46. Fiscal 2025 Annual Cash Incentives

    | | Fiscal 2025 Annual Cash Incentive | | | Named Executive Officer | Target | Maximum | | Robert J. Thomson | $5,000,000 | $10,000,000 | | Lavanya Chandrashekar(a) | $1,236,264 | $2,472,528 | | David B. Pitofsky | $2,000,000 | $4,000,000 | | Ruth Allen | $825,000 | $1,650,000 | | Susan Panuccio(b) | $2,700,000 | $5,400,000 | | David R. Kline | $1,076,400 | $2,152,800 |

  47. Fiscal 2025 Annual Cash Incentives

    | (a) Ms. Chandrashekar was appointed CFO effective January 1, 2025. Her fiscal 2025 target annual cash incentive was pro-rated to reflect such effective date. |

  48. Fiscal 2025 Annual Cash Incentives

    | (b) Ms. Panuccio served as CFO until January 1, 2025, before serving as a Senior Advisor to the Company until June 29, 2025. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of Susan Panuccio.” |

  49. Fiscal 2025 Annual Cash Incentives

    For fiscal 2025, the Compensation Committee set a target range for adjusted Total Segment EBITDA of $1.534 to $1.696 billion, based on the Company’s annual budget and strategic plan, that the Committee determined was challenging and appropriate. 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 124.2% pursuant to the performance curve previously established by the Compensation Committee for fiscal 2025.

  50. Adjusted Total Segment EBITDA

    To calculate payouts of the NEOs’ fiscal 2025 annual cash incentives, the Compensation Committee determined that the Company’s adjusted Total Segment EBITDA was approximately $1.754 billion and, as a result, 124.2% 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 were achieved in the amounts set forth below and approved fiscal 2025 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.

  51. Adjusted Total Segment EBITDA

    | | Fiscal 2025 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 | 124.2% | $4,140,000 | $1,666,667 | 160% | $2,666,667 | $6,806,667 | | Lavanya Chandrashekar(a) | $1,236,264 | $824,176 | 124.2% | $1,023,627 | $412,088 | 150% | $618,132 | $1,641,759 | | David B. Pitofsky | $2,000,000 | $1,333,333 | 124.2% | $1,656,000 | $666,667 | 140% | $933,333 | $2,589,333 | | Ruth Allen | $825,000 | $550,000 | 124.2% | $683,100 | $275,000 | 130% | $357,500 | $1,040,600 | | Susan Panuccio(b) | $2,700,000 | $1,800,000 | 124.2% | $2,235,600 | $900,000 | 140% | $1,260,000 | $3,495,600 | | David R. Kline(c) | $1,076,400 | $717,600 | 124.2% | $891,259 | $358,800 | 120% | $430,560 | $1,321,819 |

  52. Adjusted Total Segment EBITDA

    | (a) Ms. Chandrashekar was appointed CFO effective January 1, 2025. Her fiscal 2025 target annual cash incentive was pro-rated to reflect such effective date. |

  53. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    Grant of Fiscal 2025-2027 Long-Term Equity Incentive Annual long-term equity incentives are generally granted each August 15. In August 2024, the Compensation Committee determined the target value of the fiscal 2025-2027 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, 2024, the trading day immediately prior to August 15, 2024. 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. In connection with her appointment as CFO, the Compensation Committee granted a similar one-time long-term equity incentive award to Ms. Chandrashekar on January 15, 2025, which was also 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 2025. Payouts of the fiscal 2025-2027 PSUs will be determined based on the achievement of performance targets established by the Compensation Committee in August 2024 reflecting the Company’s long-range plan. The performance metrics and their respective weightings for the fiscal 2025-2027 PSUs are generally as follows:

  54. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | ■ | 40% based on cumulative adjusted EPS; |

  55. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | ■ | 40% based on cumulative adjusted FCF; and |

  56. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | ■ | 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). |

  57. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    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 vesting of cash-settled awards remains subject to share price fluctuations. 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 2025-2027 PSUs and RSUs.

  58. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | | Fiscal 2025-2027 Long-Term Equity Incentive Awards | | | | | Named Executive Officer | Target Value | Target PSUs | RSUs | Total | | Robert J. Thomson | $10,500,000 | 282,266 | 105,157 | 387,423 | | Lavanya Chandrashekar(a) | $2,600,000 | 66,337 | 28,429 | 94,766 | | David B. Pitofsky | $2,100,000 | 54,239 | 23,243 | 77,482 | | Ruth Allen | $1,000,000 | 25,828 | 11,067 | 36,895 | | Susan Panuccio(b) | $2,850,000 | 73,610 | 31,546 | 105,156 | | David R. Kline(c) | $1,000,000 | 25,828 | 11,067 | 36,895 |

  59. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | (a) Represents a one-time long-term equity incentive granted in connection with Ms. Chandrashekar’s appointment as CFO in January 2025. |

  60. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | (b) Ms. Panuccio served as CFO until January 1, 2025, before serving as a Senior Advisor to the Company until June 29, 2025. As a result, her fiscal 2025-2027 PSUs and a portion of her fiscal 2025-2027 RSUs were forfeited following her termination, pursuant to applicable agreements. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of Susan Panuccio.” |

  61. Grant of Fiscal 2025-2027 Long-Term Equity Incentive

    | (c) Mr. Kline resigned as Chief Technology Officer as of June 30, 2025 and as a result will forfeit his fiscal 2025-2027 long-term equity incentive award pursuant to applicable agreements. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of David R. Kline.” |

  62. Grant of Fiscal 2025-2027 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.

  63. Payout of Fiscal 2023-2025 PSUs

    Payout of Fiscal 2023-2025 PSUs The payout of the fiscal 2023-2025 PSUs was based on the achievement of performance targets established by the Compensation Committee in August 2022 for the three-year performance period that ended on June 30, 2025. The performance metrics and their respective weightings were the same as those established for the fiscal 2025-2027 PSUs, as follows:

  64. Payout of Fiscal 2023-2025 PSUs

    | ■ | 40% based on cumulative adjusted EPS; |

  65. Payout of Fiscal 2023-2025 PSUs

    | ■ | 40% based on cumulative adjusted FCF; and |

  66. Payout of Fiscal 2023-2025 PSUs

    | ■ | 20% based on the Company’s three-year TSR percentile relative to the individual companies comprising the S&P 1500 Media Index. |

  67. Payout of Fiscal 2023-2025 PSUs

    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 2023-2025 PSUs of 93.8%, as set forth below:

  68. Payout of Fiscal 2023-2025 PSUs

    | Metric | Metric Weighting | Target (Range) | Achieved | Payout Multiplier | | Cumulative adjusted EPS | 40% | $2.80 - $3.42 | $2.13 | 18.1% | | Cumulative adjusted FCF | 40% | $2.500 - $3.056 billion | $2.383 billion | 35.8% | | Relative TSR percentile | 20% | 50th | 81.9th | 40.0% | | | | | | 93.8%* |

  69. Payout of Fiscal 2023-2025 PSUs

    | * May not sum due to rounding. |

  70. Payout of Fiscal 2023-2025 PSUs

    The application of the payout multipliers to each NEO’s target shares resulted in vesting on August 15, 2025 as indicated below:

  71. Payout of Fiscal 2023-2025 PSUs

    | | Payout of Fiscal 2023-2025 PSUs | | | | Named Executive Officer(a) | Target Shares(b) | Payout Multiplier | Final PSU Award | | Robert J. Thomson(c) | 306,105 | 93.8% | 287,126 | | | 54,660 | 200.0% | 109,320 | | David B. Pitofsky | 65,045 | 93.8% | 61,012 | | Ruth Allen | 18,582 | 93.8% | 17,429 | | Susan Panuccio | 95,657 | 93.8% | 89,726 | | David R. Kline | 19,702 | 93.8% | 18,480 |

  72. Payout of Fiscal 2023-2025 PSUs

    | (a) Ms. Chandrashekar did not receive fiscal 2023-2025 PSUs, which were granted prior to her appointment as CFO of the Company. Fiscal 2023-2025 PSUs vested per the terms of the respective separation agreements of Ms. Panuccio and Mr. Kline. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of Susan Panuccio” and “Executive Compensation—Potential Payments upon Termination—Departure of David R. Kline.” |

  73. Payout of Fiscal 2023-2025 PSUs

    | (b) Includes dividend equivalents, which vested at the same time and were subject to the same payout multiplier as the underlying award. |

  74. Payout of Fiscal 2023-2025 PSUs

    | (c) Target shares include $1,000,000, representing 9.5% of Mr. Thomson’s aggregate long-term equity incentive target, solely based on the Company’s relative TSR performance, pursuant to the terms of his employment agreement. After subtracting such amount, 70% of 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:

  76. Comparative Market Data and Industry Trends

    | ■ | Companies with significant content production operations, including online/digital, print and television; |

  77. Comparative Market Data and Industry Trends

    | ■ | Companies of comparable financial size (the Company’s revenue and market capitalization were at the 58th and 51st percentiles, respectively, among the fiscal 2025 Peer Group at the time of its selection in February 2024); |

  78. Comparative Market Data and Industry Trends

    | ■ | Competitors for key executive level talent; |

  79. Comparative Market Data and Industry Trends

    | ■ | Companies with a significant portion of revenue generated outside the United States; and |

  80. Comparative Market Data and Industry Trends

    | ■ | Companies within the same General Industry Classification Standards (GICS) code as the Company. |

  81. 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 2024, the Compensation Committee reviewed the fiscal 2024 Peer Group with its independent compensation consultant and determined that with the removal of DISH Network Corporation, which ceased to be a separate publicly traded company following its acquisition by EchoStar in December 2023, it remained appropriate for fiscal 2025, appropriately reflecting the Company’s business operations and financial size.

  82. Comparative Market Data and Industry Trends

    | Fiscal 2025 Peer Group | | | | | • | Booking Holdings Inc. | • | Omnicom Group Inc. | | • | FactSet Research Systems Inc. | • | Paramount Global | | • | Fox Corporation | • | Sirius XM Holdings Inc. | | • | IAC Inc. | • | TEGNA Inc. | | • | The Interpublic Group of Companies, Inc. | • | Thomson Reuters Corporation | | • | Liberty Global Ltd. | • | Warner Bros. Discovery, Inc. | | • | Netflix, Inc. | • | Zillow Group, Inc. | | • | Nexstar Media Group, Inc. | | |

  83. Comparative Market Data and Industry Trends

    The Compensation Committee reviewed the fiscal 2025 Peer Group with its independent compensation consultant and in June 2025 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.

  84. 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.

  85. 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, 2025.

  86. 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. 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, 2025. 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.

  87. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to total compensation for the Company’s NEOs for fiscal 2025, 2024 and 2023, respectively.

  88. 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 | 2025 | $3,000,000 | $10,039,381 | $6,806,667 | $233,539 | $544,142 | $20,623,729 | | Chief Executive Officer | 2024 | $3,000,000 | $10,382,002 | $6,166,667 | $262,624 | $518,413 | $20,329,706 | | | 2023 | $3,000,000 | $10,380,976 | $5,426,667 | $— | $496,944 | $19,304,587 | | Lavanya Chandrashekar(e) | 2025 | $689,231 | $2,601,721 | $1,641,759 | $— | $532,307 | $5,465,018 | | Chief Financial Officer | | | | | | | | | David B. Pitofsky | 2025 | $1,400,000 | $2,065,088 | $2,589,333 | $— | $163,073 | $6,217,494 | | General Counsel | 2024 | $1,310,400 | $1,947,167 | $1,572,480 | $— | $144,524 | $4,974,571 | | | 2023 | $1,260,000 | $1,874,244 | $1,325,520 | $— | $171,222 | $4,630,986 | | Ruth Allen(f) | 2025 | $825,000 | $978,769 | $1,040,600 | $— | $112,900 | $2,957,269 | | Chief Human Resources Officer | 2024 | $785,827 | $804,254 | $918,391 | $— | $107,452 | $2,615,924 | | Susan Panuccio(g) | 2025 | $1,700,000 | $2,809,473 | $3,495,600 | $13,626 | $281,887 | $8,300,586 | | Former Chief Financial Officer | 2024 | $1,700,000 | $3,133,338 | $3,240,000 | $51,761 | $244,118 | $8,369,217 | | | 2023 | $1,540,000 | $2,756,782 | $2,442,000 | $— | $274,264 | $7,013,046 | | David R. Kline(h) | 2025 | $1,076,400 | $980,522 | $1,321,819 | $— | $119,162 | $3,497,903 | | Former Chief Technology Officer | 2024 | $1,040,000 | $967,777 | $1,092,000 | $— | $93,224 | $3,193,001 |

  89. 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 2025, fiscal 2024 and fiscal 2023 each included 52 weeks. |

  90. Summary Compensation Table

    | (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 2025 would be: $17,154,233 for Mr. Thomson; $4,420,053 for Ms. Chandrashekar; $3,483,881 for Mr. Pitofsky; $1,648,656 for Ms. Allen; $4,740,646 for Ms. Panuccio and $1,651,554 for Mr. Kline. 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 2025. 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, 2025 filed with the SEC on August 6, 2025. |

  91. Summary Compensation Table

    | (c) In fiscal 2023, there was a decrease in pension value of $282,216 for Mr. Thomson and $151,391 for Ms. Panuccio. As a result, a change of $0 is reported in this column in accordance with SEC rules. 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 fiscal 2025, fiscal 2024 and fiscal 2023. 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. |

  92. Summary Compensation Table

    | (d) “All Other Compensation” for fiscal 2025 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 2025 comprise the following: |

  93. Summary Compensation Table

    | | Robert J. Thomson | Lavanya Chandrashekar | David B. Pitofsky | Ruth Allen | Susan Panuccio | David R. Kline | | Perquisites | | | | | | | | Tax planning services | $ — | $— | $— | $17,698(1) | $10,054(2) | $— | | Other | | | | | | | | Company contributions to 401(k) plan | $19,075 | $14,538 | $18,893 | $18,566 | $19,383 | $19,173 | | Company contributions to Restoration Plan | $255,750 | $17,769 | $144,180 | $76,636 | $252,450 | $99,989 | | Life insurance | $269,317(3) | $— | $— | $— | $— | $— | | Relocation support | $— | $500,000(4) | $— | $— | $— | $— | | Total | $544,142 | $532,307 | $163,073 | $112,900 | $281,887 | $119,162 |

  94. Summary Compensation Table

    | (1) Represents tax planning services relating to Ms. Allen’s relocation from Australia to the United States in connection with her appointment as Chief Human Resources Officer. |

  95. Summary Compensation Table

    | (2) Represents tax planning services relating to Ms. Panuccio’s relocation from Australia to the United States in connection with her appointment as CFO. |

  96. Summary Compensation Table

    | (3) 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. |

  97. Summary Compensation Table

    | (4) Represents costs in connection with Ms. Chandrashekar’s relocation to the United States in connection with her appointment as CFO, effective January 1, 2025, pursuant to the terms of her employment agreement. |

  98. Summary Compensation Table

    | (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 2023 or fiscal 2024 and therefore her compensation related to such fiscal years is not disclosed. |

  99. Summary Compensation Table

    | (f) Ms. Allen was not an NEO in fiscal 2023 and therefore her compensation related to such fiscal year is not disclosed. |

  100. Summary Compensation Table

    | (g) Ms. Panuccio served as CFO until January 1, 2025, before serving as a Senior Advisor to the Company until June 29, 2025. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of Susan Panuccio.” |

  101. Summary Compensation Table

    | (h) Mr. Kline was not an NEO in fiscal 2023 and therefore his compensation related to such fiscal year is not disclosed. Mr. Kline served as Chief Technology Officer until June 29, 2025. The amount set forth in the “Stock Award” column represents the grant date fair value of his full target fiscal 2025 long-term incentive award, a portion of which was forfeited upon his resignation. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of David R. Kline.” |

  102. 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 2025.

  103. 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(a) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Robert J. Thomson | | | $2,500,000 | $5,000,000 | $10,000,000 | | | | | | | | 8/15/2024(b) | 8/7/2024 | | | | 24,343 | 243,411 | 486,822 | | $6,227,427 | | | 8/15/2024(b) | 8/7/2024 | | | | 18,303 | 36,603 | 73,206 | | 644,213 | | | 8/15/2024(b) | 8/7/2024 | | | | | | | 104,319 | 2,877,118 | | | 10/9/2024(c) | | | | | 313 | 3,118 | 6,236 | | 91,452 | | | 10/9/2024(c) | | | | | 267 | 530 | 1,060 | | 22,360 | | | 10/9/2024(c) | | | | | | | | 877 | 23,241 | | | 4/9/2025(c) | | | | | 340 | 3,384 | 6,768 | | 102,768 | | | 4/9/2025(c) | | | | | 289 | 575 | 1,150 | | 26,632 | | | 4/9/2025(c) | | | | | | | | 909 | 24,170 | | | | | | | | | | | | $10,039,381 | | Lavanya Chandrashekar(d) | | | $618,132 | $1,236,264 | $2,472,528 | | | | | | | | 1/15/2025(e) | 11/7/2024 | | | | 6,608 | 66,062 | 132,124 | | $1,810,892 | | | 1/15/2025(e) | 11/7/2024 | | | | | | | 28,311 | 780,251 | | | 4/9/2025(c) | | | | | 29 | 275 | 550 | | 7,440 | | | 4/9/2025(c) | | | | | | | | 118 | 3,138 | | | | | | | | | | | | $2,601,721 | | David B. Pitofsky | | | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | 8/15/2024(b) | 8/7/2024 | | | | 5,382 | 53,807 | 107,614 | | $1,376,598 | | | 8/15/2024(b) | 8/7/2024 | | | | | | | 23,059 | 635,967 | | | 10/9/2024(c) | | | | | 69 | 678 | 1,356 | | 19,862 | | | 10/9/2024(c) | | | | | | | | 186 | 4,930 | | | 4/9/2025(c) | | | | | 75 | 736 | 1,472 | | 22,333 | | | 4/9/2025(c) | | | | | | | | 203 | 5,398 | | | | | | | | | | | | $2,065,088 | | Ruth Allen | | | $412,500 | $825,000 | $1,650,000 | | | | | | | | 8/15/2024(b) | 8/7/2024 | | | | 2,564 | 25,623 | 51,246 | | $655,539 | | | 8/15/2024(b) | 8/7/2024 | | | | | | | 10,980 | 302,828 | | | 10/9/2024(c) | | | | | 25 | 236 | 472 | | 6,686 | | | 10/9/2024(c) | | | | | | | | 110 | 2,916 | | | 4/9/2025(c) | | | | | 27 | 257 | 514 | | 7,662 | | | 4/9/2025(c) | | | | | | | | 118 | 3,138 | | | | | | | | | | | | $978,769 | | Susan Panuccio(f) | | | $1,350,000 | $2,700,000 | $5,400,000 | | | | | | | | 8/15/2024(b) | 8/7/2024 | | | | 7,304 | 73,024 | 146,048 | | $1,868,246 | | | 8/15/2024(b) | 8/7/2024 | | | | | | | 31,295 | 863,116 | | | 10/9/2024(c) | | | | | 102 | 1,006 | 2,012 | | 29,700 | | | 10/9/2024(c) | | | | | | | | 274 | 7,261 | | | 4/9/2025(c) | | | | | 111 | 1,091 | 2,182 | | 33,227 | | | 4/9/2025(c) | | | | | | | | 298 | 7,923 | | | | | | | | | | | | $2,809,473 | | David R. Kline(g) | | | $538,200 | $1,076,400 | $2,152,800 | | | | | | | | 8/15/2024(b) | 8/7/2024 | | | | 2,564 | 25,623 | 51,246 | | $655,539 | | | 8/15/2024(b) | 8/7/2024 | | | | | | | 10,980 | 302,828 | | | 10/9/2024(c) | | | | | 27 | 254 | 508 | | 7,262 | | | 10/9/2024(c) | | | | | | | | 148 | 3,923 | | | 4/9/2025(c) | | | | | 29 | 275 | 550 | | 8,231 | | | 4/9/2025(c) | | | | | | | | 103 | 2,739 | | | | | | | | | | | | $980,522 |

  104. Grants of Plan-Based Awards Table

    | (a) 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 |

  105. Grants of Plan-Based Awards Table

    Executive Officer Compensation—Grant of Fiscal 2025-2027 Long-Term Equity Incentive” for a discussion of the performance metrics applicable to the fiscal 2025-2027 PSUs.

  106. Grants of Plan-Based Awards Table

    | (b) Represents the fiscal 2025-2027 PSUs and RSUs. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2025-2027 Long-Term Equity Incentive.” |

  107. Grants of Plan-Based Awards Table

    | (c) Represents dividend equivalents accrued on the fiscal 2023-2025, fiscal 2024-2026 and fiscal 2025-2027 PSUs and RSUs, as applicable. |

  108. Grants of Plan-Based Awards Table

    | (d) Ms. Chandrashekar was appointed CFO as of January 1, 2025 and as a result, her fiscal 2025 annual cash incentive was pro-rated based on her service during the fiscal year. |

  109. Grants of Plan-Based Awards Table

    | (e) Pursuant to the terms of her employment agreement, Ms. Chandrashekar was granted a one-time long-term incentive grant in connection her appointment as CFO. |

  110. Grants of Plan-Based Awards Table

    | (f) Ms. Panuccio served as CFO until January 1, 2025, before serving as a Senior Advisor to the Company until June 29, 2025. As a result, the fiscal 2025-2027 PSUs and a portion of the fiscal 2025-2027 RSUs granted to her on August 15, 2024 as part of her fiscal 2025 long-term equity incentive award, along with dividend equivalents accrued thereon, were forfeited upon her termination. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of Susan Panuccio.” |

  111. Grants of Plan-Based Awards Table

    | (g) Mr. Kline served as Chief Technology Officer until June 29, 2025. As a result, the fiscal 2025-2027 PSUs and a portion of the fiscal 2025-2027 RSUs granted to him on August 15, 2024 as part of his fiscal 2025 long-term equity incentive award, along with dividend equivalents accrued thereon, were forfeited upon his termination. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of David R. Kline.” |

  112. 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 2025.

  113. Outstanding Equity Awards Table

    | Name | Stock Awards | | | | | | 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 | 620,591 | $18,263,993 | 903,126 | $26,578,998 | | Lavanya Chandrashekar | 28,429 | $836,665 | 66,337 | $1,952,298 | | David B. Pitofsky | 110,179 | $3,242,568 | 170,657 | $5,022,436 | | Ruth Allen | 46,451 | $1,367,053 | 61,102 | $1,798,232 | | Susan Panuccio | 151,230 | $4,450,699 | 187,668 | $5,523,069 | | David R. Kline | 50,228 | $1,478,210 | 68,154 | $2,005,772 |

  114. Outstanding Equity Awards Table

    | (a) Represents (i) cash-settled (for Mr. Thomson) or stock-settled (for all other NEOs) fiscal 2023-2025, fiscal 2024-2026 and fiscal 2025-2027 RSUs and dividend equivalents thereon; and (ii) cash-settled (for Mr. Thomson) or stock-settled (for all other NEOs) fiscal 2023-2025 PSUs and dividends equivalents thereon, which were subject to a performance period ending on June 30, 2025 and remained subject to time-based vesting through August 15, 2025. The respective vesting dates for RSUs that have not yet vested as of the end of fiscal 2025 are set forth below: |

  115. Outstanding Equity Awards Table

    | Name | Number of RSUs That Have Not Vested | Vesting Date(1) | | Robert J. Thomson | 105,157(2) | Ratably on 8/15/2025, 8/15/2026 and 8/15/2027 | | | 75,257(3) | Ratably on 8/15/2025 and 8/15/2026 | | | 43,731(4) | On 8/15/2025 | | Lavanya Chandrashekar | 28,429(2) | Ratably on 8/15/2025, 8/15/2026 and 8/15/2027 | | David B. Pitofsky | 23,243(2) | Ratably on 8/15/2025, 8/15/2026 and 8/15/2027 | | | 16,631(3) | Ratably on 8/15/2025 and 8/15/2026 | | | 9,293(4) | On 8/15/2025 |

  116. Outstanding Equity Awards Table

    | Name | Number of RSUs That Have Not Vested | Vesting Date(1) | | Ruth Allen | 11,067(2) | Ratably on 8/15/2025, 8/15/2026 and 8/15/2027 | | | 11,760(3) | Ratably on 8/15/2025 and 8/15/2026 | | | 6,195(4) | On 8/15/2025 | | Susan Panuccio | 21,029(2) | Ratably on 8/15/2025 and 8/15/2026 | | | 26,809(3) | Ratably on 8/15/2025 and 8/15/2026 | | | 13,666(4) | On 8/15/2025 | | David R. Kline(5) | 11,067(2) | Ratably on 8/15/2025, 8/15/2026 and 8/15/2027 | | | 14,110(3) | Ratably on 8/15/2025 and 8/15/2026 | | | 6,571(4) | On 8/15/2025 |

  117. 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. |

  118. Outstanding Equity Awards Table

    | (2) Represents unvested fiscal 2025-2027 RSUs. |

  119. Outstanding Equity Awards Table

    | (3) Represents unvested fiscal 2024-2026 RSUs. |

  120. Outstanding Equity Awards Table

    | (4) Represents unvested fiscal 2023-2025 RSUs. |

  121. Outstanding Equity Awards Table

    | (5) Following his resignation and pursuant to the terms of his separation agreement, effective June 30, 2025, a portion of Mr. Kline’s fiscal 2024-2026 and fiscal 2025-2027 RSUs were forfeited. For details, see “Executive Compensation—Potential Payments upon Termination—Departure of David R. Kline.” |

  122. Outstanding Equity Awards Table

    | (b) Calculated using the closing price of the Company’s Class A Common Stock as reported on Nasdaq on June 27, 2025, the last trading day of fiscal 2025, of $29.43. |

  123. Outstanding Equity Awards Table

    | (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 2025. 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 2025-2027 PSUs) or maximum (for fiscal 2024-2026 PSUs) performance level, based on the trending performance of the PSUs as of the end of fiscal 2025. 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 2025 are set forth below: |

  124. Outstanding Equity Awards Table

    | Name | Number of PSUs That Have Not Vested(1) | Performance Period | Vesting Date | | Robert J. Thomson | 282,266(1) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | | 620,860(2) | 7/1/2023 to 6/30/2026 | 8/15/2026 | | Lavanya Chandrashekar | 66,337(1) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | David B. Pitofsky | 54,239(1) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | | 116,418(2) | 7/1/2023 to 6/30/2026 | 8/15/2026 | | Ruth Allen | 25,828(1) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | | 35,274(2) | 7/1/2023 to 6/30/2026 | 8/15/2026 | | Susan Panuccio | 187,668(2) | 7/1/2023 to 6/30/2026 | 8/15/2026 | | David R. Kline(3) | 25,828(1) | 7/1/2024 to 6/30/2027 | 8/15/2027 | | | 42,326(2) | 7/1/2023 to 6/30/2026 | 8/15/2026 |

  125. Outstanding Equity Awards Table

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

  126. Outstanding Equity Awards Table

    | (2) Represents unvested 2024-2026 PSUs. |

  127. Outstanding Equity Awards Table

    | (3) Following his resignation, Mr. Kline’s fiscal 2025-2027 and fiscal 2024-2026 PSUs were forfeited. |

  128. 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 2025.

  129. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name(a) | Number of Shares Acquired on Vesting(b) | Value Realized on Vesting | | Robert J. Thomson | 409,465 | $11,186,584 | | David B. Pitofsky | 81,769 | $2,233,929 | | Ruth Allen | 15,474 | $422,750 | | Susan Panuccio | 115,273 | $3,149,258 | | David R. Kline | 37,214 | $1,016,686 |

  130. Option Exercises and Stock Vested Table

    | (a) Ms. Chandrashekar was appointed CFO as of January 1, 2025 and did not have any stock awards vest during fiscal 2025. |

  131. Option Exercises and Stock Vested Table

    | (b) Represents cash-settled PSUs and RSUs (for Mr. Thomson and for Ms. Allen’s fiscal 2022-2024 awards, which were granted prior to her appointment as Chief Human Resources 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 2022-2024 PSU award and a portion of the fiscal 2024-2026, fiscal 2023-2025 and fiscal 2022-2024 RSU awards, and dividend equivalents on such awards, all of which vested on August 15, 2024. |

  132. 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 2025.

  133. 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 | $1,083,738 | — | | | News International Unapproved Pension and Life Assurance Plan | 6 | $739,184 | — | | | Employer-Financed Retirement Benefits Scheme | 5 | $1,579,903 | — | | Susan Panuccio | News International Pension and Life Assurance Plan for Senior Executives | 2 | $535,038 | — |

  134. Pension Benefits Table

    | (a) The NEOs other than Mr. Thomson and Ms. Panuccio do not participate in the Company’s pension plans. Ms. Panuccio served as CFO until January 1, 2025, before serving as a Senior Advisor to the Company until June 29, 2025. |

  135. Pension Benefits Table

    | (b) Reflects years of credited service as of the time each respective plan was frozen to future benefit accruals. Each of Mr. Thomson actually has, and Ms. Panuccio actually had upon her termination of employment, 23 years of service with the Company. |

  136. Pension Benefits Table

    | (c) Calculated assuming commencement of benefits at age 60, using a discount rate of 5.56% in the case of the Registered Plan (as defined below) and 5.65% 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 27, 2025, the last trading day of fiscal 2025, which was 1 USD = 0.7291 GBP, as reported on Bloomberg. |

  137. Description of Pension Benefits

    Description of Pension Benefits Mr. Thomson and Ms. Panuccio accrued pension benefits under Company-sponsored plans in connection with their 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 and Ms. Panuccio 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 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.

  138. 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 2025.

  139. 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 | — | $255,750 | $519,117 | — | $4,703,904 | | Lavanya Chandrashekar | — | $17,769 | $671 | — | $18,440 | | David B. Pitofsky | — | $144,180 | $207,023 | — | $1,789,329 | | Ruth Allen | — | $76,636 | $20,947 | — | $170,797 | | Susan Panuccio | — | $252,450 | $254,184 | | $2,077,308 | | David R. Kline | — | $99,989 | $72,567 | — | $618,785 |

  140. 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 2025. |

  141. Nonqualified Deferred Compensation Table

    | (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: $2,712,742 for Mr. Thomson; $996,195 for Mr. Pitofsky; $61,650 for Ms. Allen; $1,198,334 for Ms. Panuccio; and $74,647 for Mr. Kline. |

  142. Potential Payments upon Termination

    Potential Payments upon Termination The NEOs’ employment 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.

  143. Robert J. Thomson

    | ■ | vesting and payment of his outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs, provide that if termination due to death or qualifying disability occurs beyond the last day of the first fiscal year of the applicable performance period, (i) in the event of death, his estate will receive the cash value of shares of the Company’s Class A Common Stock as soon as practicable, based on the projected performance of the Company, as determined by the Company, for all awards with less than one year remaining in the performance |

  144. Lavanya Chandrashekar

    | ■ | vesting and payment of her outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs provide that if Ms. Chandrashekar’s 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, she will receive shares |

  145. David B. Pitofsky

    | ■ | vesting and payment of his outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs, provide that if Mr. Pitofsky’s 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 he 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. |

  146. 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. 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: 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.