DEF 14A of Fox Corp, Sep 17, 2026

DEF 14A of Fox Corp

Filed Sep 17, 2026 · FY20260001628280-26-062480

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | NON-EXECUTIVE DIRECTOR COMPENSATION | 49 | | Board and Committee Retainers for the Fiscal Year Ended June 30, 2026 | 49 | | Director Compensation for the Fiscal Year Ended June 30, 2026 | 49 | | Non-Executive Director Stock Ownership Guidelines | 50 | | EQUITY COMPENSATION PLAN INFORMATION | 51 | | EXECUTIVE OFFICERS OF FOX CORPORATION | 52 | | SECURITY OWNERSHIP OF FOX CORPORATION | 53 | | PROPOSAL NO. 4: SIMPLE MAJORITY VOTE | 55 | | INFORMATION ABOUT THE ANNUAL MEETING | 57 | | ANNUAL REPORT ON FORM 10-K | 61 | | 2027 ANNUAL MEETING OF STOCKHOLDERS | 61 | | OTHER MATTERS | 61 |

  2. Stockholder Proposal Seeking to Eliminate Supermajority Provisions

    | Lachlan K. Murdoch Age: 55 Director Since: 2019 | Lachlan K. Murdoch has been Executive Chair of the Board since January 2019 and Chief Executive Officer of the Company since October 2018. Mr. L.K. Murdoch served as Executive Chairman of Twenty-First Century Fox, Inc. (“21CF”), the Company’s former parent, from 2015 to March 2019, its Co-Chairman from 2014 to 2015 and a Director since 1996. He served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022 and has served as the Executive Chairman of Illyria Pty Ltd, a private company, since 2005. Mr. L.K. Murdoch was a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. He has served as a Director of News Corporation (“News Corp”) since 2013, where he served as its Co-Chairman from 2014 to 2023 and its Chair since 2023. Mr. L.K. Murdoch is the son of Mr. K. Rupert Murdoch, who stepped down as Chair and was appointed Chairman Emeritus of the Company in November 2023. Mr. L.K. Murdoch brings to the Board a wealth of knowledge regarding the Company’s operations and the media industry, as well as management and strategic skills. With his extensive experience leading the Company and 21CF and his expertise in the media industry, Mr. L.K. Murdoch leads the Board in developing corporate strategies, directing the corporate agenda and overseeing the Company’s operations. | | Tony Abbott AC Age: 68 Director Since: 2023 | Tony Abbott AC has been a Director of the Company since November 2023 and serves as a member of the Nominating and Corporate Governance Committee. Mr. Abbott is the President of the Liberal Party of Australia, following his election in May 2026. He has served on the Board of Directors of Rivada Networks, Inc., a private telecommunications and technology company, since 2025. In addition, he has served as the Australian Commissioner of the Global Tech Security Commission since 2023 and has served on the International Advisory Board of The Growth Commission since 2025, the Board of Trustees of the Global Warming Policy Foundation since 2023, the Advisory Board of The Alliance for Responsible Citizenship since 2023, and the Board of the Ramsay Center for Western Civilisation since 2016. Previously, Mr. Abbott served as the 28th Prime Minister of Australia from 2013 to 2015, Leader of the Liberal Party of Australia from 2009 to 2015 and a member of parliament from 1994 to 2019. He was also an advisor to the UK Board of Trade from September 2020 to August 2024 and served on the Council for the Australian War Memorial from 2019 to 2025. Mr. Abbott brings to the Board decades of executive leadership, expertise in matters of trade, economic and public policy, and a strong international business development network. | | William A. Burck Age: 55 Director Since: 2021 | William A. Burck has been a Director of the Company since June 2021 and serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Burck is Global Co-Managing Partner of the law firm Quinn Emanuel Urquhart & Sullivan, LLP, where he has been a partner since 2012. Mr. Burck served as Deputy Staff Secretary, Special Counsel and Deputy White House Counsel to President George W. Bush from 2005 to 2009. Mr. Burck previously served in the Criminal Division of the U.S. Department of Justice, as an Assistant United States Attorney in the Southern District of New York, and as a law clerk for Supreme Court Justice Anthony M. Kennedy. Mr. Burck is a leading trial lawyer and corporate counselor who brings to the Board his decades of experience advising companies, boards of directors, senior executives and government officials in complex litigation and business matters. His experience, including government service, strengthens the Board’s insight on regulatory issues and important constitutional questions. |

  3. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS

  4. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Chase Carey Age: 72 Director Since: 2019 | Chase Carey has been a Director of the Company since March 2019. Mr. Carey is the Lead Independent Director and serves as a member of the Audit Committee and the Compensation Committee. Mr. Carey has been a member of the Board of Directors of Liberty Media Corporation since January 2025. He served as Chief Executive Officer of Formula 1 Group from 2017 to 2021 and as its Chairman from 2016 to 2022. Mr. Carey served 21CF in numerous roles, including as Vice Chairman of the 21CF Board from July 2016 to March 2019, Executive Vice Chairman from July 2015 through June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 through June 2015, Co-Chief Operating Officer from 1996 to 2002, a consultant from 2016 to 2018 and a Director from 1996 to 2007. Mr. Carey served on the Supervisory Board of Sky Deutschland, a German media company, from 2010 to 2014 and as its Chairman from 2010 to 2013. Mr. Carey was a Director of Sky plc from 2003 to 2009 and from 2013 to 2018. He was a Director of Saban Capital Acquisition Corp. from 2016 to 2019 and Chief Executive Officer, President and a Director of DIRECTV from 2003 to 2009. Mr. Carey provides the Board with extensive executive experience and operational expertise in the media and sports industries. Having served in a variety of leadership positions at 21CF and its affiliates for over 30 years, Mr. Carey has a broad and deep understanding of the Company and its operations. | | Roland A. Hernandez Age: 68 Director Since: 2019 | Roland A. Hernandez has been a Director of the Company since March 2019 and serves as Chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Since 2001, Mr. Hernandez has been the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a company engaged in the acquisition and management of media assets. Mr. Hernandez was President and Chief Executive Officer of Telemundo Group, Inc. from 1995 to 2000 and its Chairman from 1998 to 2000. Mr. Hernandez also serves on the Board of Directors of U.S. Bancorp and Take-Two Interactive Software, Inc. Mr. Hernandez previously served on the Boards of Directors of Belmond Ltd., MGM Resorts International, The Ryland Group, Inc., Sony Corporation, Vail Resorts, Inc. and Wal-Mart Stores Inc. He serves on the Advisory Board of Harvard Law School. As a veteran media owner and executive, Mr. Hernandez offers strong leadership, operational and strategic expertise. His significant experience on public company boards of directors is a valuable resource to the Board, in particular relating to financial reporting, accounting and corporate governance matters. | | Margaret “Peggy” L. Johnson Age: 64 Director Since: 2023 | Margaret “Peggy” L. Johnson has been a Director of the Company since November 2023 and serves as a member of the Audit Committee and the Compensation Committee. Ms. Johnson has been the Chief Executive Officer of Agility Robotics, a robotics engineering company, since March 2024. Ms. Johnson previously served as the Chief Executive Officer of Magic Leap, Inc., a U.S. augmented reality company, from August 2020 to October 2023. She served as Executive Vice President of Business Development at Microsoft Corporation, where she was responsible for strategic deals and partnerships across various industries, from 2014 to 2020. Before Microsoft, Ms. Johnson was Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development at Qualcomm Incorporated. Ms. Johnson has served on the Board of Directors of BlackRock, Inc. since 2018 and served on the Board of Directors of Live Nation Entertainment, Inc. from 2013 to 2018. She was an Advisor to Huntington’s Disease Society of America, San Diego Chapter from 2010 to 2020. Ms. Johnson brings to the Board a wealth of expertise and leadership experience across the technology sector, providing the Company with unique insight into emerging technologies and over three decades of business operations and strategic development experience. | | Paul D. Ryan Age: 56 Director Since: 2019 | Paul D. Ryan has been a Director of the Company since March 2019 and serves as Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. He is a General Partner of the private equity firm Solamere Capital, LLC and Chair of the firm’s Executive Partner Group. He is also Vice Chairman of Teneo Strategy LLC and serves on the Advisory Boards of defense technology companies EdgeRunner AI and HawkEye 360, Inc., the JPMorgan Security and Resiliency Initiative and Robert Bosch Gmbh and the Boards of Directors of fintech company Xactus and SHINE Medical Technologies, LLC. Mr. Ryan served on the Advisory Board of technology firm Paradigm Operations L.P. from 2022 to 2025 and served as Chairman of the Board of Directors of Executive Network Partnering Corporation from 2020 to 2022. He has been a Professor of the Practice, Political Science and Economics, at the University of Notre Dame since 2019. Mr. Ryan was the 54th Speaker of the U.S. House of Representatives from 2015 to 2019, Chairman of the House Ways and Means Committee from January 2015 to October 2015 and Chairman of the House Budget Committee from 2011 to 2015. Mr. Ryan served as a Member of the U.S. House of Representatives from 1999 to 2019. In 2012, he was selected to serve as former Governor Mitt Romney’s Vice-Presidential nominee. A proven leader and policy expert, Mr. Ryan’s extensive experience provides the Company with perspectives on strategy and operations in regulated industries. He offers the Board valuable insight on leadership, public policy and strategic development. |

  5. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | The Board unanimously recommends a vote “FOR” the election of each of the nominees listed above. |

  6. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 8 | | 2026 Proxy Statement |

  7. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    Commitment to Corporate Governance and Ethical Compliance. The Company is committed to maintaining robust governance practices and a strong ethical culture that benefit the long-term interests of our stockholders. The Company, along with the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder and director feedback, changes in applicable laws, regulations and stock exchange requirements, and the evolving needs of the Company’s business. The Company’s corporate governance and compliance practices include: •Director Accountability. Each Board member is elected annually with a majority vote standard in uncontested elections, which includes a Director resignation policy as set forth in the Statement of Corporate Governance. •Independent Board Oversight. As outlined in the Statement of Corporate Governance, the independent Directors of the Board annually elect a Lead Independent Director who has substantive responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board. The Board holds regular executive sessions of the independent Directors without management present and the Lead Independent Director presides over such sessions. •Independent Board Committees. Only independent Directors serve on the Board’s key committees. •Dual-Class Capital Structure. The Nominating and Corporate Governance Committee continues to consider the benefits and considerations of multi-class capital structures, including their effects on economic performance and investment in innovation, and the protections that such structures allow media companies to pursue independent journalism, and it continues to believe that a dual-class capital structure remains appropriate and in the best long-term interests of our stockholders. •Board Oversight of Risk. Although risk management is primarily the responsibility of the Company’s management, the Board is responsible for overseeing management’s identification, monitoring and management of risk. The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. •The Board, with or through its committees as appropriate, regularly has discussions with and receives periodic updates from the Company’s Executive Chair and Chief Executive Officer, President and Chief Operating Officer, Chief Legal and Policy Officer, Chief Financial Officer and other members of senior management regarding significant risks to the Company, including in connection with the annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal and regulatory, financial, reputational and sustainability and corporate social responsibility risks, and the plans to address these risks. The independent Directors also discuss the Company’s significant risks when they meet in executive session without management. •In addition, each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee by providing guidance and reports to the full Board with respect to these risks as appropriate. The Audit Committee is responsible for (i) overseeing the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, (ii) overseeing the Company’s financial and other major risk exposures and the steps taken to monitor and control them, and (iii) providing guidance to the Board on such matters. The Compensation Committee has responsibility for monitoring risks associated with the design and administration of the Company’s compensation programs, and the Nominating and Corporate Governance Committee oversees risks relating to the Company’s corporate governance processes and sustainability and corporate social responsibility. Each committee has full access to management, as well as the ability to engage advisors. Each of the Board’s committees reviews its charter and responsibilities annually. •Board Oversight of Human Capital Management and Sustainability and Corporate Social Responsibility Matters. The Compensation Committee assists the Board in reviewing and assessing the Company’s strategies and policies related to human capital management and oversight of the Company’s stockholder engagement efforts with respect to human capital management matters, together with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also oversees, reviews and monitors the Company’s sustainability and corporate social responsibility efforts, as well as the related risks and the Company’s reporting with respect to such matters. •Political Activities. The Nominating and Corporate Governance Committee reviews and oversees compliance with the Company’s Political Activities Policy and reviews and oversees its Political Activities Report. In direct response to stockholder feedback and as part of our efforts to promote transparency and accountability, the Company adopted significant updates to its Political Activities Policy and enhanced its political activities disclosures by publishing its first annual Political Activities Report in 2022. Both the Political Activities Policy and the Political Activities Report are reviewed and updated on at least an annual basis and are available on the Investors section of the Company’s website at investor.foxcorporation.com. •Stock Ownership Requirements. The Compensation Committee maintains stock ownership guidelines for our named executive officers and non-executive Directors to ensure the close alignment of their interests with those of other long-term stockholders.

  8. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 9 |

  9. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    •Prohibition on Hedging and Pledging. To further align interests and protect against unnecessary risk-taking, the Board has adopted a policy that prohibits all Directors and employees, including our named executive officers, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities. In addition, the policy prohibits all Directors and employees, including our named executive officers, from pledging any Company securities that they hold directly, hedging any Company securities that they hold directly or indirectly, or hedging or pledging equity compensation. The Compensation Committee periodically reviews the Company’s hedging and pledging policies. •Insider Trading Policy. The Company maintains a policy governing the purchase, sale, and other transactions in the Company’s securities, which applies to the members of the Board, director emeriti and employees, as well as certain family members and controlled entities. Our policy (i) provides broad prohibitions against the illegal and unauthorized use and disclosure of material non-public information about FOX as well as other companies, and (ii) subjects our directors, officers and certain other designated individuals to additional trading restrictions. The policy also addresses Company repurchases of its own securities, including through stock repurchase programs authorized by the Board. We believe our policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company. •Statement of Corporate Governance and Other Corporate Governance Policies. The Board has adopted a Statement of Corporate Governance and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which assist the Board in the exercise of its responsibilities and serve as a framework for the effective governance of the Company. The full text of the Statement of Corporate Governance may be found on the Investors section of the Company’s website at investor.foxcorporation.com/governance-documents/statement-of-corporate-governance and is available in print to any stockholder from the Secretary of the Company. •Standards of Business Conduct. The Board has adopted a code of ethics, the Standards of Business Conduct. The Standards of Business Conduct confirm the Company’s policy to conduct its affairs in compliance with all applicable laws and regulations. The Standards of Business Conduct also apply to ensure compliance with stock exchange requirements and to ensure accountability at a senior management level for that compliance. The full text of the Standards of Business Conduct may be found on the Investors section of the Company’s website at investor.foxcorporation.com/governance-documents/sobc and is available in print to any stockholder from the Secretary of the Company. •Workplace Civility and Respect. The Standards of Business Conduct, Statement of Corporate Governance and Preventing Harassment, Discrimination and Retaliation Policy affirm the Company’s commitment to corporate policies that create a safe, productive and welcoming workplace for all of the Company’s employees and foster an environment of trust. •Oversight and Ongoing Enhancement of Compliance Programs. The Company has adopted several operational compliance policies and programs to effectuate and supplement the principles set forth in the Standards of Business Conduct, including a Global Anti-Bribery and Anti-Corruption Policy, an Insider Trading and Confidentiality Policy, a Political Activities Policy, a Global Sanctions, Anti-Boycott and Import/Export Policy, a Human Rights Statement, a Preventing Harassment, Discrimination and Retaliation Policy, Supplier and Subcontractor Standards titled “Doing Business with FOX” and Principles Governing Fair Competition. In addition, the Board has also adopted and oversees the Company’s Ethics and Compliance Program to enforce the Standards of Business Conduct and these policies. The Audit Committee assists the Board by reviewing the content and operation of the Ethics and Compliance Program, including the content of the Standards of Business Conduct. •Independent, Anonymous Complaint Process. The Company maintains a third-party managed hotline (“Alertline”) that permits the anonymous reporting of compliance and other concerns by employees and non-employees. All Alertline submissions are reviewed and investigated by appropriate members of management. The results of all such investigations are reported to senior management and the Audit Committee on a quarterly basis. Independent Directors. The Board considers the criteria contained in the definition of “Independent Director” as set forth in Nasdaq Listing Rule 5605(a)(2) in its determination of whether a Director shall be deemed to be independent of the Company. However, the Board may determine that a Director is not independent for any reason it deems appropriate. During its review of Director independence, the Board considers all relevant facts and circumstances. The Board considers transactions and relationships between each Director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also examines transactions and relationships between the Directors or their affiliates and members of the Company’s senior management or their affiliates. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the Director is independent. As a result of its review, the Board affirmatively determined that Mr. Abbott, Mr. Burck, Mr. Carey, Mr. Hernandez, Ms. Johnson and Mr. Ryan are independent of the Company and its management under the standards set forth in the Nasdaq listing rules. A majority of Directors are independent as required under applicable Nasdaq listing rules and by the Statement of Corporate Governance, and only independent directors serve on the Board's key committees. Board Leadership Structure. The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board has not adopted a policy that expressly requires that the Chair of the Board shall be an independent member of the Board. However, pursuant to the Statement of Corporate Governance, if the Chair is not an independent Director, an independent, non-executive Director shall be elected annually by a majority of the independent, non-executive Directors of the Board as Lead Independent Director. Since March 19, 2019, the date on which the Company became a standalone publicly traded company, Mr. L.K. Murdoch serves as Executive Chair and Chief Executive Officer of the Company.

  10. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 10 | | 2026 Proxy Statement |

  11. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    The independent Directors have elected Mr. Carey to serve as the Lead Independent Director. As set forth in the Statement of Corporate Governance, the Lead Independent Director’s responsibilities include: •presiding over all meetings of the Board at which the Chair of the Board is not present, including executive sessions of the non-executive Directors and the independent Directors; •communicating to the Chair of the Board feedback from executive sessions as appropriate; •serving as liaison between the Chair of the Board and the independent Directors; •approving information sent to the Board and meeting agendas for the Board; •approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; •calling meetings of the non-executive Directors and/or independent Directors, if desired; •participating in the Compensation Committee’s evaluation of the performance of the Chief Executive Officer; •supervising the self-evaluations of the Directors in coordination with the Nominating and Corporate Governance Committee; •supervising the Board’s determination of the independence of its Directors; and •ensuring his or her availability for consultation and direct communications, if requested by major stockholders. The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent Directors, a Lead Independent Director role with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of management and is in the best interests of the Company’s stockholders. Having Mr. Murdoch, who is deeply involved with the Company’s businesses, serve as Executive Chair and Chief Executive Officer, provides strong leadership to the Board in the execution of the Company’s strategy and facilitates the flow of information between the Board and management. The Board reviews its leadership structure at least annually taking into account the responsibilities of the leadership positions and the Directors qualified to hold such positions. In conducting this review, the Board considers, among other things: (i) the policies and practices in place that provide independent Board oversight; (ii) the Company’s performance and the effect a particular leadership structure may have on that performance; (iii) the structure that serves the best interests of the Company’s stockholders; and (iv) any relevant legislative or regulatory developments. CEO and Senior Management Succession Planning. The Board, with the assistance of the Compensation Committee, oversees succession planning for the Chief Executive Officer and other members of senior management. As set forth in the Statement of Corporate Governance, the Board, in coordination with the Compensation Committee, also sees that the Company has in place appropriate steps to address emergency CEO succession in the event of extraordinary circumstances. As part of the succession planning process, on an annual basis at a regularly scheduled meeting, the Chief Executive Officer provides the Compensation Committee recommendations and evaluations of candidates and their succession potential to the Chief Executive Officer and other senior management positions. The Compensation Committee reviews potential candidates with the Chief Executive Officer or other members of senior management as the Compensation Committee considers appropriate, which covers development needs and progress with respect to specific individuals. Directors engage with potential candidates at Board and committee meetings and periodically in less formal settings to allow personal assessment of candidates. Further, the Compensation Committee periodically reviews the qualifications, tenure and experience of members of senior management. The Lead Independent Director also participates in the Compensation Committee’s evaluation of the performance of the Chief Executive Officer. Emergency CEO succession planning enables the Company to respond to an unexpected vacancy in the Chief Executive Officer position while continuing the effective operation of the Company and minimizing any potential disruption to the Company’s business and operations, including in the case of a major catastrophe. Stockholder Engagement. The Board values engaging directly with the Company’s stockholders. The Company has participated in several investor conferences and has held numerous meetings with retail and institutional stockholders to discuss various topics, including its financial performance, strategy, corporate governance and executive compensation program. The Company's engagement efforts take place through telephone calls, in-person meetings and correspondence with our investors. For further information, please see “Compensation Discussion and Analysis—Engagement with Stockholders and Compensation Committee’s Annual Review of its Compensation Practices.” Director Nomination Process. The Nominating and Corporate Governance Committee develops criteria for filling vacant Board positions, taking into consideration such factors as it deems appropriate, including the candidate’s education and background; his or her leadership and ability to exercise sound judgment; his or her general business experience and familiarity with the Company’s businesses; and whether he or she possesses unique expertise or perspective that will be of value to the Company. Candidates should not have any interests that would materially impair their ability to exercise independent judgment or otherwise discharge the fiduciary duties owed as a Director to the Company and its stockholders. All candidates must be individuals of personal integrity and ethical character, and who value and appreciate these qualities in others. It is expected that each Director will devote the necessary time to the fulfillment of his or her duties as a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of each Director’s other commitments, including other directorships. The Nominating and Corporate Governance Committee seeks to promote a wide range of professional backgrounds, expertise and perspectives among Board members.

  12. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 11 |

  13. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    Russell Reynolds Associates Inc. has been retained in the past to assist the Nominating and Corporate Governance Committee in its work in identifying and vetting candidates from time to time. The Nominating and Corporate Governance Committee makes its recommendation to the full Board, which makes the final determination whether to nominate or appoint Director candidates. Stockholder Nomination Procedure. The Company’s By-laws provide procedures for stockholders to nominate persons for election as Directors. Pursuant to the By-laws, to be timely for the 2027 Annual Meeting (as defined below), stockholder nominations must be in writing and received by the Company’s Secretary at the Company’s principal executive offices between 5:00 p.m. (New York Time) on July 7, 2027 and 5:00 p.m. (New York Time) on August 6, 2027. Stockholder nominations must contain all information relating to the stockholder and the stockholder nominee as would be required pursuant to the By-laws. For further information, please see “2027 Annual Meeting of Stockholders” below. Director candidates recommended by stockholders should meet the Director qualifications set forth under the heading “Director Nomination Process.” Director candidates recommended by stockholders who meet these Director qualifications will be considered by the Chair of the Nominating and Corporate Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance Committee in the same manner as any other candidate. Communication with the Board. Stockholders play an integral part in corporate governance and the Board ensures that stockholders are kept fully informed through: •information provided on the Investors section of the Company’s website investor.foxcorporation.com, including the Company’s annual report which is distributed to all stockholders electing to receive it and which is available to all stockholders on request, as set forth under the heading “Annual Report;” •reports and other disclosures made periodically to the SEC and Nasdaq; and •notices and proxy statements of special and annual meetings of stockholders. It is the policy of the Company to facilitate communications of stockholders and other interested parties with the Board and its various committees. Stockholders may raise matters of concern at the annual meetings of stockholders. In addition, any stockholder or other interested party wishing to communicate with any Director, including the Lead Independent Director, any committee of the Board or the Board as a whole, may do so by submitting such communication in writing and sending it by regular mail to the attention of the appropriate party or to the Board of Directors, Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036. This information is also posted on the Investor section of the Company’s website at investor.foxcorporation.com. Director Evaluation Policy. The Lead Independent Director and the Nominating and Corporate Governance Committee are responsible for conducting an annual review and evaluation of the Board’s conduct and performance through a self-evaluation form that assesses, among other things, Board structure and composition, Board responsibilities, Board meetings and materials and Board and management interactions. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board, as well as a separate discussion among the independent Directors, of the results and any actions to be taken. In addition, each standing committee of the Board evaluates its performance annually and reports to the Board on such evaluation.

  14. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Committees and Meetings of the Board of Directors |

  15. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    During fiscal 2026, the Board held a total of six meetings. All of the Directors attended at least 75% of the regularly scheduled and special meetings of the Board that each was eligible to attend and the meetings of the committees on which each served. It is the policy of the Board to hold regular executive sessions of the independent Directors without management present. During fiscal 2026, the independent Directors of the Board met six times without management present. Mr. Carey currently serves as the Lead Independent Director and presides over executive sessions. Directors are encouraged to attend and participate in the Company’s annual meetings of stockholders. All of the Directors attended the Company’s 2025 annual meeting of stockholders. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These committees are comprised entirely of independent Directors, as required under the rules of the Exchange Act and Nasdaq. Each committee is governed by a written charter approved by the Board. These charters are available on the Investor section of the Company’s website at investor.foxcorporation.com/board-committees and are available in print to any stockholder from the Corporate Secretary of the Company. Audit Committee. The Audit Committee consists of Mr. Hernandez, who serves as Chair, Mr. Carey and Ms. Johnson. The Audit Committee assists the Board in its oversight of: •the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control; •the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function; •the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters;

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    | 12 | | 2026 Proxy Statement |

  17. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    •investigations into complaints concerning financial matters; •the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, and the Company’s major financial and other risk exposures and the steps taken to monitor and control them, and it provides guidance to the Board on such matters; •the review, approval and ratification of transactions with related parties; and •the content and operation of the Company’s Ethics and Compliance Program, including the Company’s Standards of Business Conduct. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. During fiscal 2026, the Audit Committee held six meetings. The Audit Committee’s report required by the SEC rules is included in this proxy statement under the heading “Report of the Audit Committee.” The Audit Committee Charter provides that its members shall consist entirely of Directors who the Board determines are “independent” in accordance with the Nasdaq listing rules. The Board determined that each member of the Audit Committee meets the foregoing independence requirements and that each member of the Audit Committee is financially sophisticated in accordance with the Nasdaq listing rules. The Board also determined that Mr. Carey, Mr. Hernandez and Ms. Johnson are “audit committee financial experts” as defined under the SEC rules. Compensation Committee. The Compensation Committee consists of Mr. Burck, who serves as Chair, Mr. Carey, Ms. Johnson and Mr. Ryan. The primary responsibilities of the Compensation Committee are: •to review and approve goals and objectives relevant to the compensation of the Chief Executive Officer, to evaluate the performance of the Chief Executive Officer in light of these goals and objectives and other factors the Compensation Committee deems appropriate, and, based on this review and evaluation, determine the compensation of the Chief Executive Officer; •to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans and recommend changes in such plans to the Board as needed, and to exercise all authority of the Board with respect to the administration of such plans, including the granting of awards under the Company’s incentive compensation plans and equity-based plans; •to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the Company’s executive officers (as defined by SEC rules) and such other senior executives identified by the Compensation Committee after consultation with the Company’s Chief Executive Officer and other members of management; •to review and approve employment and severance arrangements and obligations for executive officers, including employment agreements, separation agreements and similar plans or agreements; •to review and approve or ratify the principal employment terms for each other employment arrangement (excluding arrangements for talent) where the sum of the base salary, bonus target and long-term incentive target for the contract period is equal to or greater than a threshold amount set by the Compensation Committee; •to review and approve other separation obligations that exceed by more than a certain amount set by the Compensation Committee those contractually provided for in an employment agreement approved or ratified by the Compensation Committee as described above; •to review the Company’s recruitment, retention, compensation, termination and severance policies for senior executives; •to review and assist with the development of executive succession plans and to consult with the Chief Executive Officer and other executive officers regarding the selection of senior executives; •to review at least annually the form and amount of compensation of non-executive Directors for service on the Board and its committees and recommend changes in such compensation to the Board as appropriate; •to review the Company’s compensation policies and practices applicable to all employees to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on the Company; •to consider the results of the most recent stockholder advisory vote on executive compensation matters in evaluating and determining the compensation of the Company’s Chief Executive Officer and in establishing and determining compensation of the Company’s other named executive officers; •in coordination with the Nominating and Corporate Governance Committee, to oversee and make recommendations to the Board regarding the Company’s stockholder engagement with respect to compensation and human capital management matters; •to assist the Board, as necessary, in reviewing and assessing the Company’s strategies and policies related to human capital management; •to establish and periodically review stock ownership guidelines for executive officers and monitor compliance with ownership guidelines by executive officers and non-executive Directors;

  18. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 13 |

  19. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    •to review periodically any hedging and pledging policy applicable to Directors and employees; and •to periodically review the Company’s clawback policy allowing the Company to recoup compensation paid to executive officers and to administer, modify and/or terminate any such policy. During fiscal 2026, the Compensation Committee held four meetings. Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board, the Chair of the Committee or officers of the Company, to the extent permitted by law, as it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. L.K. Murdoch, Nallen and Tomsic the authority to grant equity awards under the 2019 SAP as applicable, within certain prescribed limits to certain eligible persons, other than Section 16 officers. Any awards made by Messrs. L.K. Murdoch, Nallen and Tomsic 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 named executive officers is found in the section titled “Compensation Discussion and Analysis.” Pursuant to its charter, the Compensation Committee has the sole authority to select, retain, oversee, terminate and approve the fees and other retention terms of any compensation consultants, outside legal counsel and any other experts or advisors as the Committee may deem appropriate in its sole discretion. The Board has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise the Board and the Compensation Committee on its named executive officer and non-executive Director compensation practices and framework. FW Cook does not provide any other services to the Company. In February 2026, the Board considered FW Cook’s independence as the compensation consultant to the Board and the Compensation Committee by taking into account, among other things, the factors prescribed by the Nasdaq listing rules. Based on its evaluation, the Board determined that no conflict of interest exists. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Mr. Ryan, who serves as Chair, and Messrs. Abbott, Burck and Hernandez. The primary responsibilities of the Nominating and Corporate Governance Committee are: •to manage a succession planning process for the Board, its leadership and its committees; •to develop, review and recommend to the Board criteria for identifying and evaluating Director candidates; •to review the qualifications of Director candidates according to criteria approved by the Board and set forth in the Statement of Corporate Governance; •to maintain procedures for the consideration of Director candidates recommended by the Company’s stockholders; •to consider the performance and independence of incumbent Directors in determining whether to nominate them for re-election; •to recommend to the Board nominees for election or re-election to the Board at each annual meeting of stockholders or as necessary to fill vacancies and newly created directorships; •to assess the skills and characteristics represented on the Board and in individual directors in the context of the Board’s compositions and its needs; •to advise and make recommendations to the Board on corporate governance matters; •to review communications from the Company’s stockholders; •to oversee the Company’s stockholder engagement and make recommendations to the Board regarding its involvement in stockholder engagement; •to oversee, review and monitor the Company’s efforts on sustainability and corporate social responsibility and related risks, including reporting with respect thereto, and provide guidance to the Board on such matters; •to oversee the Company’s business practice and corporate value of zero tolerance for sexual harassment, race discrimination and all other forms of discrimination; and •to review and oversee compliance with the Company’s Political Activities Policy, including the annual Political Activities Report. The Nominating and Corporate Governance Committee also makes recommendations to the Board as to determinations of Director independence and conducts an annual self-evaluation for the Board. During fiscal 2026, the Nominating and Corporate Governance Committee held four meetings.

  20. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 14 | | 2026 Proxy Statement |

  21. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    CORPORATE CULTURE AND SOCIAL RESPONSIBILITY The Company delivers the finest in news, sports and entertainment content. We do this by serving all of our stakeholders, from our viewers and creative partners to our employees, distributors and advertisers, in a principled, transparent, respectful and fair manner. We are rooted by lessons learned and legacies built over decades through the energy and ingenuity of many colleagues and leaders. We have defied conventional wisdom and delivered enduring stories and experiences that capture the hearts and minds of audiences. We undertake our role as a source of news, information, analysis and entertainment as both a responsibility and a privilege. We are purveyors of First Amendment activities and defenders of the U.S. Constitution and its rule of law. Our company will remain steadfast and focused on those core values in building a culture of trust, integrity and ethical behavior. FOX is uncompromisingly committed to being neutral arbiters of timely news, and we consider journalistic independence and editorial integrity to be sacrosanct. Through our opinion programming, we contribute to the marketplace of ideas by providing our audiences with engaging content about virtually everything people care about – from politics to sports, business to health, weather and natural disasters to uplifting stories of courage, hope and humanity. The Company has adopted and published on our website the Standards of Business Conduct and key policies that further integrity and ethics, including our Preventing Harassment, Discrimination and Retaliation Policy, our Insider Trading and Confidentiality Policy, our Supplier and Subcontractor Standards titled “Doing Business with FOX,” our Human Rights Statement, our Political Activities Policy and our Global Anti-bribery and Anti-corruption Policy. We approach corporate social responsibility as another way to create value — value by investing in our people, our reputation and our brands; value to our colleagues, neighbors and communities; and value in knowing our actions help others and in seeing the impact of our philanthropy. Our most recent Corporate Social Responsibility Report, which provides an overview of our approach to corporate giving and our environmental, social and governance activities during fiscal 2026, and our most recent Employment Information Report (EEO-1) Report are available at foxcorporation.com.

  22. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 15 |

  23. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Subject to stockholder ratification, the Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2027. EY has audited the books and records of the Company since the fiscal year ended June 30, 2018. A representative of EY is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

  24. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | The Board unanimously recommends a vote “FOR” the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027. |

  25. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Fees Paid to Independent Registered Public Accounting Firm |

  26. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed EY to perform audit and other permissible non-audit services for the Company and its subsidiaries. The Company has formal procedures in place for the pre-approval by the Audit Committee of all services provided by EY. These pre-approval procedures are described below under “Audit Committee Pre-Approval Policies and Procedures.” The description of the fees for professional services rendered to the Company and its subsidiaries by EY for the fiscal years ended June 30, 2026 and June 30, 2025 is set forth below.

  27. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | Fiscal 2026 | | Fiscal 2025 | | | Audit Fees(1) | | 11,994,000 | | 11,731,000 | | Audit-Related Fees(2) | | 1,050,000 | | 302,000 | | Tax Fees(3) | | 1,370,000 | | 233,000 | | All Other Fees | | — | | — | | Total Fees | | 14,414,000 | | 12,266,000 |

  28. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    (1)Audit fees include: fees rendered in connection with the annual audit of the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2026 and June 30, 2025; the audit of internal control over financial reporting as of June 30, 2026 and June 30, 2025 (as required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)); reviews of the Company’s unaudited condensed consolidated interim financial statements included in the Company’s regulatory filings; statutory and separate subsidiary audits; and other services normally provided by the independent registered public accounting firm in connection with regulatory filings. (2)Audit-related fees principally relate to employee benefit plan audits and due diligence related to mergers and acquisitions. (3)Tax fees include fees for various tax consultations.

  29. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Audit Committee Pre-Approval Policies and Procedures |

  30. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    The Audit Committee has established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the full Audit Committee at its next meeting. The Audit Committee has delegated this responsibility to the Chair of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. As required by the Sarbanes-Oxley Act, all audit and non-audit services provided in the fiscal years ended June 30, 2026 and June 30, 2025 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services provided by EY during the fiscal years ended June 30, 2026 and June 30, 2025 and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.

  31. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 16 | | 2026 Proxy Statement |

  32. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    REPORT OF THE AUDIT COMMITTEE The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed. In accordance with its written charter, the Audit Committee assists the Board in its oversight of: •the integrity of the Company’s financial statements and the Company’s financial reporting processes and systems of internal control; •the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function; •the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters; •investigations into complaints concerning financial matters; •the Company’s policies and practices with respect to risk assessment and risk management, including with respect to cybersecurity and the use of artificial intelligence, and oversight of the Company’s major financial and other risk exposures and the steps taken to monitor and control them, and provides guidance to the Board on such matters; •the review, approval and ratification of transactions with related parties; and •the content and operation of the Company’s Ethics and Compliance Program, including the Company’s Standards of Business Conduct. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the system of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee is directly responsible for the appointment and oversight of our independent registered public accounting firm, including review of their qualifications, independence and performance and their compensation. A discussion of the Audit Committee’s composition is included in this proxy statement in the section titled “Committees and Meetings of the Board of Directors.” In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a report describing all relationships between the independent registered public accounting firm and the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence, and (iii) considered whether the non-audit services provided to the Company by EY are compatible with maintaining the accountants’ independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing. The Audit Committee also discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those described in Auditing Standards No. 1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board. The Audit Committee met with the independent registered public accounting firm and the corporate auditors, both with management present and separately with each in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls. The Audit Committee discussed the interim financial information contained in each of the Company’s Quarterly Reports on Form 10-Q and quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed the audited financial statements of the Company as of and for the fiscal year ended June 30, 2026 with management and the independent registered public accounting firm.

  33. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 17 |

  34. REPORT OF THE AUDIT COMMITTEE

    | Ensure policies and practices support long-term value creation for stockholders |

  35. REPORT OF THE AUDIT COMMITTEE

    | Use of Information on Peer Companies and Industry Trends |

  36. Annual Incentive Compensation

    Annual Incentive Compensation The named executive officers have a direct influence on our operations and strategy. The Compensation Committee believes that a significant portion of each named executive officer’s total compensation opportunity should be based on the Company’s financial and operating performance and progress against strategic goals and individual and group contributions. This framework fosters a performance-driven, pay-for-performance culture that aligns our named executive officers’ interests with those of our stockholders while also rewarding the named executive officers for superior individual and group achievements. The Compensation Committee thoroughly reviewed the fiscal 2025 annual non-equity incentive compensation program (the “Annual Incentive Compensation”) and, following this review, the Compensation Committee elected not to change the performance metrics under which the fiscal 2026 Annual Incentive Compensation would be assessed. Consistent with the prior fiscal year, the Compensation Committee determined that 75% of the fiscal 2026 Annual Incentive Compensation would be based on the Company’s achievement of Adjusted EBITDA1 versus the budgeted Adjusted EBITDA goal, and 25% of the Annual Incentive Compensation would be based on qualitative factors, including each named executive officer’s contributions to the Company’s financial and non-financial objectives, individually and as a group. The Compensation Committee believes that Adjusted EBITDA is widely used by investors and stockholders to measure the Company’s performance and is a material driver in stockholder returns and therefore is the appropriate quantitative metric against which our named executive officers’ performance should be assessed. The target range of the Adjusted EBITDA metric established by the Compensation Committee is designed to drive total stockholder return for our stockholders by providing our named executive officers with a rigorous, but achievable, short-term Company performance metric. (1) “Adjusted EBITDA” is defined as revenues less operating expenses and selling, general and administrative expenses. Adjusted EBITDA does not include depreciation and amortization, restructuring, impairment and other corporate matters, equity earnings (losses) of affiliates, interest expense, net, non-operating other, net and income tax expense. Adjusted EBITDA is the aggregation of the Segment EBITDA of each of the Company’s operating segments. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see pages 44-45 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

  37. Annual Incentive Compensation

    | | 2026 Proxy Statement | 25 |

  38. Annual Incentive Compensation

    The Compensation Committee approved the following target and maximum Annual Incentive Compensation opportunities for each named executive officer for fiscal 2026.

  39. Annual Incentive Compensation

    | Named Executive Officer | Fiscal 2026 Target Annual Incentive Opportunity | Fiscal 2026 Maximum Annual Incentive Opportunity | | Lachlan K. Murdoch(a) | 200% of Base Salary | 200% of Target | | John P. Nallen | 200% of Base Salary | 200% of Target | | Steven Tomsic(a) | 157% of Base Salary | 200% of Target | | Adam Ciongoli | 157% of Base Salary | 200% of Target |

  40. Annual Incentive Compensation

    (a)Pursuant to their amended employment agreements, beginning July 1, 2026, Messrs. Murdoch and Tomsic are entitled to receive target Annual Incentive Compensation Opportunities equal to 300% and 150% of Base Salary, respectively (with an increase to 175% of Base Salary for Mr. Tomsic effective as of July 1, 2028). For additional information on these arrangements, please see the section titled “Employment Arrangements” in “Executive Compensation” below.

  41. Quantitative Element of Annual Incentive Compensation

    Quantitative Element of Annual Incentive Compensation For fiscal 2026, the Compensation Committee set the threshold and maximum performance levels and target performance range for Adjusted EBITDA for the quantitative element of the Annual Incentive Compensation opportunities in the table below:

  42. Quantitative Element of Annual Incentive Compensation

    | Performance Level | Adjusted EBITDA (in billions) | Performance Goal as a Percentage of Target Adjusted EBITDA | Payout as a Percentage of Financial Performance Portion of Annual Incentive Compensation | | Maximum | $3.96 | 120% | 200% | | Target | $3.25 - $3.35 | 100% | 100% | | Threshold | $2.64 | 80% | 50% |

  43. Quantitative Element of Annual Incentive Compensation

    A narrow target range is used, rather than a fixed dollar goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls or shortfalls in actual payouts to the named executive officers. The target range for the Annual Incentive Compensation was designed around a midpoint that reflects the Adjusted EBITDA target for FOX’s company-wide operating plan, which was reviewed and approved by the Compensation Committee in August 2025. No quantitative portion of the Annual Incentive Compensation is payable below the threshold performance level and no additional amount is payable above the maximum performance level. The Company’s fiscal 2026 Adjusted EBITDA of $3.906 billion fell between the target range and maximum performance and therefore the Compensation Committee determined that the quantitative portion of the Annual Incentive Compensation was earned at 190% of target. The quantitative portion of the fiscal 2026 Annual Incentive Compensation was calculated as follows:

  44. Quantitative Element of Annual Incentive Compensation

    | Calculation Step | Amount Achieved | Target | ($ amounts in millions) | | | Subtract Target (high-end) from the Amount Achieved | $3,906 | $3,353 | A | $553 | | Calculate difference between Maximum and Target (high-end) | $3,964 | $3,353 | B | $611 | | Divide result by the difference between Maximum and Target to yield percentage of Maximum to Target achieved | | | A/B = C | 90% | | Multiply by difference in payout opportunity between Maximum and Target | 200% | 100% | D | 100% | | Percentage of payout multiplier earned | | | C*D = E | 90% | | Plus percentage earned by achieving Target | | | F | 100% | | Adjusted EBITDA payout multiplier earned | | | E+F | 190% |

  45. Quantitative Element of Annual Incentive Compensation

    | 26 | | 2026 Proxy Statement |

  46. Quantitative Element of Annual Incentive Compensation

    The table below illustrates the calculation of the 75% quantitative portion of our named executive officers’ Annual Incentive Compensation opportunity:

  47. Quantitative Element of Annual Incentive Compensation

    | Named Executive Officers | 75% of Target (Quantitative Element) | | Adjusted EBITDA Payout Multiplier | Annual Incentive Compensation Earned based on Quantitative Performance | | | Lachlan K. Murdoch | | 4,500,000 | 190% | | 8,550,000 | | John P. Nallen | | 3,000,000 | 190% | | 5,700,000 | | Steven Tomsic | | 2,062,500 | 190% | | 3,918,750 | | Adam Ciongoli | | 2,062,500 | 190% | | 3,918,750 |

  48. Qualitative Element of Annual Incentive Compensation

    Qualitative Element of Annual Incentive Compensation Additionally, when determining each named executive officer’s Annual Incentive Compensation, the Compensation Committee also considered the named executive officers’ performance, individually and collectively as a group, against the qualitative factors and related evaluation metrics established in advance by the Compensation Committee for fiscal 2026, as well as other factors the Compensation Committee in its discretion deemed relevant to the achievement of the qualitative element of the Annual Incentive Compensation. This assessment comprised 25% of the Annual Incentive Compensation determination.

  49. Qualitative Element of Annual Incentive Compensation

    | | 2026 Proxy Statement | 27 |

  50. Qualitative Element of Annual Incentive Compensation

    The performance factors underpinning this component of the Annual Incentive Compensation help focus the named executive officers on cross-functional strategic initiatives that are imperative to the Company’s continued long-term success. In order to evaluate the extent to which the performance factors were achieved for fiscal 2026, the Compensation Committee undertook a qualitative assessment of the Company’s performance and the performance of our named executive officers, individually and collectively as a group, taking into account the following qualitative factors and fiscal 2026 achievements:

  51. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2026 Achievements | | On-screen leadership | •FOX News finished fiscal 2026 as the #1 cable network in Monday to Friday primetime and total day viewing among total viewers for the eleventh consecutive year while holding greater than 50% share of viewership across cable news networks. This achievement was led by primetime total viewership that exceeded the combined viewership of other cable news channels, ratings that were comparable to ratings delivered by the four broadcast networks in weekday primetime viewing and ranking as the #1 rated news network with Independents among adults 18+. FOX Business finished as the most-watched business network among total business day viewers during fiscal 2026. •FOX Sports was the industry leader in live events during fiscal 2026 with over 300 billion minutes of live sports event viewing on the FOX Network, 7% higher than 2nd place NBC which broadcast the Super Bowl and the Winter Olympics during the fiscal year. The NFL regular season on FOX averaged over 19 million viewers, marking FOX’s best season since 2015, while the four NFC postseason games on FOX averaged 37 million viewers. FOX’s America’s Game of the Week ranked as the #2 program on television among total viewers. The 2025 World Series on FOX delivered its best performance since 2017, as Game 7 averaged over 27 million viewers. In college football, the Michigan versus Ohio State game continues to stand as FOX’s most-watched regular season college football game, and the 2025 Ohio State versus Indiana game is the most-watched conference championship game of all time on any network. FOX’s broadcast of the Indy 500 averaged over 6.6 million viewers, the 2nd most watched Indy 500 since 2012 trailing only behind last year’s race. Across the 72 Group Stage matches carried on FOX, FS1 and Tubi through June 27, 2026, the FIFA Men’s World Cup averaged 5.05 million viewers — up 92% versus the comparable 2022 tournament — marking the most-watched FIFA Men's World Cup Group Stage average in English-language U.S. television history. Interest extended well beyond the U.S. Men’s National Team (the “USMNT”): the Brazil versus Morocco match drew 10 million viewers and was at the time it aired the most-watched non-USMNT Group Stage telecast in English-language U.S. history, and FOX’s pregame coverage averaged 2.29 million viewers, up 142% from 2022. •Tubi’s more than 100 million monthly active users drove total view time to approximately 13.2 billion hours over the course of fiscal 2026, a record for the platform and an increase of 20% over fiscal 2025. According to Nielsen’s The Gauge, Tubi finished the fiscal year among the most-watched free ad-supported streaming services in the U.S., averaging approximately 2.2% of all television viewing over the course of the year. •FOX Entertainment featured the 2025-2026 broadcast season’s top two debuts (Fear Factor: House of Fear and Memory of a Killer), four of the top five scripted telecasts (Memory of a Killer, Universal Basic Guys, Animal Control and two episodes of The Simpsons) and the #1 new unscripted series (Fear Factor: House of Fear), as well as three of the top four most watched cooking shows on television with Next Level Chef, Hell’s Kitchen and MasterChef. In addition, FOX Entertainment Studios produced or co-produced original content for third parties, including many of the leading SVOD services (Netflix, Amazon Prime Video and Apple TV). •FOX Television Stations was the #1 or #2 rated local news provider in the hours of 5am-9am in the majority of the markets in which it operates among adults 25-54. |

  52. Qualitative Element of Annual Incentive Compensation

    | 28 | | 2026 Proxy Statement |

  53. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2026 Achievements | | Expand our portfolio of growth businesses while maintaining acceptable financial value creation hurdles | •In fiscal 2026, Tubi delivered record revenues which grew over 25% compared to the prior year led by higher engagement from its over 100 million monthly active users. Tubi expanded its content offerings to over 350,000 movies and television episodes, including the premiere of 50 new original titles throughout the fiscal year. Tubi partnered with FOX Sports to simulcast the FIFA World Cup opening ceremonies and two matches (the USMNT versus Paraguay and Mexico versus South Africa) as well as original content, including documentaries, through its FIFA World Cup FOX Hub. The opening match live simulcast delivered the most streamed English-language opening match in FIFA World Cup history. The two live matches were the #2 and #3 highest traffic days on Tubi, after Super Bowl LIX. •The FOX Nation subscription video-on-demand service closed the year with its highest paid subscriber count ever and strong growth in average revenue per paid subscriber. •The FOX Weather FAST service continued to gain share of weather-related FAST channel viewership, reducing the lead of its closest competitor by more than half over the past two years. •FOX Television Stations digital advertising revenue grew 9% as compared to the prior fiscal year led by total view time growth of over 17% on FOX Local Streams. •FOX News Digital remained the most-engaged brand in digital news, leading in total views, minutes spent, YouTube views and social interactions. | | Execute Strategic and Commercial Priorities | •In June 2026, the Company announced its proposed acquisition of Roku, Inc. The proposed transaction will combine FOX’s leading sports, news and entertainment content and Tubi service with Roku’s leading connected TV platform, its portfolio of advertising-supported and subscription-based streaming services led by The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. •The Company successfully launched FOX One, the Company’s wholly-owned direct-to-consumer subscription streaming service incorporating FOX's linear programming across sports, news and entertainment in advance of the 2025 college and NFL football seasons. Designed to attract “cord-cutters” and “cord-nevers”, the service expands the reach of FOX’s programming beyond its linear footprint. FOX One exceeded its subscriber expectations by the end of fiscal 2026, with new subscriber additions coming primarily from outside the traditional pay-TV bundle. •FOX successfully launched pay television and premium paid streaming services in Latin America to expand on the Company’s advertising-supported streaming service in Mexico. •The Company completed multi-year distribution and content licensing agreement renewals with key distribution partners. •Tubi expanded its Tubi for Creators program, adding more than 20,000 episodes of creator-led content from over 400 creators. In addition, Red Seat Ventures (the creator-focused digital services company FOX acquired in 2025) grew its creative roster with eight new external podcast talents, including category leaders in crime (Audiochuck) and comedy (Kill Tony). •FOX purchased the Credible equity previously held by a minority interest shareholder, bringing its ownership of Credible to 100%. •AI adoption accelerated across FOX in fiscal 2026. The Company rolled out new AI tools to its employees together with FOX-sponsored training. In addition, FOX implemented a number of customer-facing AI initiatives during the year, including those focused on newsroom efficiencies, enhanced consumer video experiences, advertising sales monetization and content and advertising experience personalization. |

  54. Qualitative Element of Annual Incentive Compensation

    | | 2026 Proxy Statement | 29 |

  55. Qualitative Element of Annual Incentive Compensation

    | Qualitative Performance Factor | Fiscal 2026 Achievements | | Corporate Culture and Furthering our Commitment to Innovation, Integrity, and Governance | •Continued to provide training to all of our employees on FOX’s Standards of Business Conduct and other key policies that further integrity and ethics, including FOX’s Preventing Harassment, Discrimination and Retaliation Policy. All regular FOX employees completed the Company’s 2026 required training on the Standards of Business Conduct and Preventing Harassment, Discrimination and Retaliation Policy. These training sessions reinforce our commitment to acting with integrity in a workplace that is respectful to everyone. •Continued to provide ongoing oversight of the Company’s risk management framework covering various risks, such as defamation, with enterprise-level risk assessment, training and compliance processes in place to support the Company’s consistent and existing high standards. Ongoing compliance is reinforced through defamation training and tracking of defamation-related claims received. •Our ownership mentality drives a collaborative, entrepreneurial culture. We provide our employees with the freedom to take creative risks and the support needed to fulfill their professional ambitions. We continue to cultivate a culture focused on our responsibility as an important source of news, information, analysis and media. In support of our commitment to truth and accuracy, we maintain various compliance and training processes. Data pertaining to defamation-related claims is compiled and reported to the Audit Committee on a quarterly basis. In addition, FOX routinely provides defamation training that incorporates elements of the Company’s enterprise-level defamation risk assessment. |

  56. Qualitative Element of Annual Incentive Compensation

    In order to determine the extent to which the qualitative portion of the Annual Incentive Compensation was achieved, the Compensation Committee evaluated the previously-established qualitative performance factors against the fiscal 2026 achievements described above, as well as other factors that emerged over the course of the fiscal year that impacted the Company’s performance. The Compensation Committee weighted each qualitative performance factor equally when evaluating the achievement of such performance factor as a part of the entire qualitative portion of the Annual Incentive Compensation. In addition, the Compensation Committee determined that each of our named executive officers contributed equally to the achievements described above for each qualitative performance factor, and therefore the extent to which the qualitative performance factors were achieved was applied uniformly to the Annual Incentive Compensation of each named executive officer. The Compensation Committee determined that the named executive officers, individually and as a group, met or exceeded the qualitative performance objectives defined at the start of the year. The successful execution against these objectives further strengthens FOX’s position to deliver long-term growth and meaningful shareholder returns and, as a result, the Compensation Committee awarded 190% of the target qualitative portion of the Annual Incentive Compensation to the named executive officers. In light of the Compensation Committee’s consideration of these factors, the Compensation Committee confirmed the payout multiples set forth below and calculated the Annual Incentive Compensation, which was paid in cash, as follows:

  57. Qualitative Element of Annual Incentive Compensation

    | | Quantitative Performance | | | Qualitative Performance | | | Total | | Named Executive Officers | 75% of Target | Multiple | Subtotal | 25% of Target | Multiple | Subtotal | | | Lachlan K. Murdoch | $4,500,000 | 190% | $8,550,000 | $1,500,000 | 190% | $2,850,000 | $11,400,000 | | John P. Nallen | $3,000,000 | 190% | $5,700,000 | $1,000,000 | 190% | $1,900,000 | $7,600,000 | | Steven Tomsic | $2,062,500 | 190% | $3,918,750 | $687,500 | 190% | $1,306,250 | $5,225,000 | | Adam Ciongoli | $2,062,500 | 190% | $3,918,750 | $687,500 | 190% | $1,306,250 | $5,225,000 |

  58. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards The Compensation Committee believes that granting long-term equity-based incentive awards to our named executive officers aligns their compensation with the long-term performance of the Company and thereby links the named executive officers’ interests directly to those of the Company’s long-term stockholders. The Company’s compensation design principles are to drive performance without encouraging unnecessary risk taking, support long-term value creation for stockholders, and attract, retain and motivate top executive talent. Consequently, in August 2025, the Compensation Committee granted for fiscal 2026 a mix of long-term equity-based incentive awards focused on performance with the primary goal of enhancing alignment with the Company’s stockholders while also serving to reward performance and support retention. The mix of long-term equity-based incentive awards granted for fiscal 2026 is as follows: •Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based stock options with a three-year performance period (the “PSOs”). PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days (the “Stock Hurdle”). The Stock Hurdle for the PSOs granted in August 2025 has been met.

  59. Long-Term Equity-Based Incentive Awards

    | 30 | | 2026 Proxy Statement |

  60. Long-Term Equity-Based Incentive Awards

    •Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as performance-based restricted stock units (“PSUs”) with a three-year performance period. PSUs granted to our named executive officers will vest after three years based on achievement of targets for the following performance metrics: (a)Average annual adjusted earnings per share (“EPS”) growth, weighted 15%; (b)Average annual adjusted free cash flow (“FCF”) growth, weighted 15%; and (c)The Company’s three-year total stockholder return as measured against the three-year total stockholder return of the companies that comprise the Standard & Poor’s 500 Index (“Relative TSR”), weighted 70%. •Fifty percent (50%) of a named executive officer’s target long-term incentive award was granted as time-vested restricted stock units (“RSUs”) that will vest in equal annual installments over a three-year period. The Compensation Committee believes that allocating 50% of FOX’s long-term equity-based incentive awards as performance-based compensation appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with practices within the Peer Group. Collectively, the Compensation Committee allocated (a) 15% of the grant value of the performance-based portion of each named executive officer’s target long-term incentive award to Company financial performance and (b) 85% of the grant value to TSR. We refer to TSR and the Stock Hurdle collectively as the hurdled stock performance measures. The Compensation Committee selected the hurdled stock performance measures to strengthen the alignment of interests between the named executive officers and our stockholders. Company financial performance is measured through EPS and FCF. The Compensation Committee selected these metrics because it believes they support the Company’s long-term creation of stockholder value. EPS is one of the primary measures used by FOX’s investors and analysts to assess FOX’s and our management’s performance, and FCF gives a clear view of the Company’s ability to generate cash that can be used for investments in the business, returns to stockholders and other actions that enhance stockholder value. The Company adjusts EPS and FCF to ensure that the measurement of performance reflects factors that management can directly control and is not artificially inflated or diminished by factors unrelated to the ongoing operation of the business. This is intended to ensure that our named executive officers neither benefit from nor are penalized for unexpected or uncontrollable events or strategic decisions that are in the long-term interest of stockholders, but may have a negative or neutral effect on our named executive officers’ compensation and thus might drive decision-making that is not aligned with our stockholders’ interests. For the fiscal 2026-2028 performance period, in August 2025 each of our named executive officers received long-term equity-based incentive awards in the following aggregate target amount:

  61. Long-Term Equity-Based Incentive Awards

    | Named Executive Officer | Fiscal 2026-2028 Target Long-Term Incentive Award Opportunity | | Lachlan K. Murdoch(a) | 367% of Base Salary | | John P. Nallen | 325% of Base Salary | | Steven Tomsic(a) | 171% of Base Salary | | Adam Ciongoli | 171% of Base Salary |

  62. Long-Term Equity-Based Incentive Awards

    (a)Pursuant to their amended employment agreements, beginning July 1, 2026, Messrs. Murdoch and Tomsic are entitled to receive long-term equity-based incentive awards in an aggregate target amount equal to 667% of base salary and 200% of base salary, respectively. For additional information on these arrangements, please see the section titled “Employment Arrangements” in “Executive Compensation” below. The grant date for the fiscal 2026 long-term equity-based incentive awards, as approved by the Compensation Committee, was more than one full trading day following each of (i) the Company’s announcement of earnings for the previously completed quarter, and (ii) the filing of its Form 10-K for the fiscal year ended June 30, 2025, with the exercise price of stock options set as the volume-weighted average price of the Class A Common Stock on Nasdaq on the date of grant and the number of RSUs and PSUs underlying each award determined based on the 20-day trailing average of the closing price of the Class A Common Stock as of the last day of the fiscal year.

  63. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period As previously disclosed in our proxy statement filed in connection with our 2023 Annual Meeting of Stockholders, in August 2023, the Compensation Committee granted long-term equity-based incentive awards that include PSUs (the “fiscal 2024 PSUs”) for the three-year performance period ended June 30, 2026 (the “fiscal 2024-2026” performance period). The fiscal 2024 PSUs vested

  64. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    | | 2026 Proxy Statement | 31 |

  65. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    based on the extent to which average annual adjusted EPS2 growth (15%), average annual adjusted FCF3 growth (15%), and the Company’s Relative TSR (70%) (collectively referred to as the “performance metrics”) were achieved over the fiscal 2024-2026 performance period. In August 2023, the Compensation Committee established the following performance levels and weightings for the fiscal 2024 PSUs’ performance metrics:

  66. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    | | Fiscal 2024 – 2026 PSU Performance Metrics | | | | | Performance Levels | Adjusted EPS Growth (15% Weighting) | Adjusted FCF Growth (15% Weighting) | TSR (70% Weighting)(a) | Payout as a % of Target Opportunity | | Maximum | 20% | 20% | ≥75th Percentile | 200% | | Target | 10% | 10% | 50th Percentile | 100% | | Threshold | 0% | 0% | <25th Percentile | 0% |

  67. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    (a)TSR has a 50% payout at the 25th Percentile. In July 2026, the Compensation Committee evaluated the average annual adjusted EPS growth, the average annual adjusted FCF growth and the Company’s three-year Relative TSR and approved the weighted payout of the three performance metrics (the “Final Performance Factor”) as set forth below.

  68. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    | Performance Metrics | Target Performance | Actual Performance | Weighted Contribution | | Adjusted EPS Growth | 10% | 16.82% | 25% | | Adjusted FCF Growth | 10% | 8.09% | 12% | | Relative TSR | 50th Percentile | 73.2nd Percentile | 135% | | Final Performance Factor | | | 172% |

  69. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    The weighted contribution disclosed in the table above reflects the percentage of the aggregate fiscal 2024 PSU performance achievement, factoring in the extent to which the applicable performance metric was achieved and the weighting placed on the applicable performance metric by the Compensation Committee. Based on the Company’s performance, the Compensation Committee determined a Final Performance Factor of 172% of target. As a result, the fiscal 2024 PSUs vested at 172% of the sum of the target number of shares of Class A Common Stock originally granted under such award plus the amount of dividend equivalents accrued on the award during the performance period. Our named executive officers received shares of Class A Common Stock in respect of the fiscal 2024 PSUs determined by multiplying the target number of fiscal 2024 PSUs awarded (including accrued dividend equivalents) by the Final Performance Factor as follows:

  70. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    | Named Executive Officers | Fiscal 2024 Target PSU Award Opportunity (# Shares) | Final Performance Factor | Fiscal 2024 Final PSU Award Shares Earned (# Shares)(a) | | Lachlan K. Murdoch | 85,609 | 172% | 147,247 | | John P. Nallen | 38,913 | 172% | 66,930 | | Steven Tomsic | 23,346 | 172% | 40,155 |

  71. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    (a)The number of shares earned with respect to the 2024 PSU Awards includes additional shares of Class A Common Stock that reflect dividend equivalents accrued and settled at the time the underlying PSUs vested. (2) “Adjusted EPS” is calculated by dividing adjusted net income by the number of shares of stock (or stock equivalents) of the combined classes of the Company’s common stock used in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2026 included in its Annual Report on Form 10-K (the “Financial Statements”) for the applicable fiscal year in determining diluted earnings per share, after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits. Adjusted net income is determined by excluding net income effects of restructuring, impairment and other corporate matters, adjustments to equity earnings (losses) of affiliates, non-operating other, net, tax provisions and noncontrolling interest adjustments. The determination of Adjusted EPS may reflect such other adjustments that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to Adjusted EPS in determining Adjusted EPS growth for the fiscal 2024-2026 performance period. (3) “Adjusted FCF” is calculated as net cash provided by operating activities as reported in the Financial Statements, less capital expenditures; comparable adjustments made to net income as reported in the Financial Statements in connection with the determination of adjusted net income will be made to FCF to the extent such adjustments impact FCF. The determination of Adjusted FCF may reflect such other adjustments to FCF that the Compensation Committee deems appropriate so that the measurement of performance against the performance metric is not distorted. The Compensation Committee did not make any such additional adjustments to FCF in determining Adjusted FCF growth for the fiscal 2024-2026 performance period.

  72. Vesting of Performance-Based Long-Term Equity-Based Incentive Awards for Fiscal 2024-2026 Performance Period

    | 32 | | 2026 Proxy Statement |

  73. Perquisites

    | Framework for Fiscal 2027 Long-Term Equity-Based Incentive Awards |

  74. Perquisites

    In order to maintain our pay-for-performance principles, the Compensation Committee granted equity-based awards for fiscal 2027 as follows: •Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSOs with a three-year performance period. PSOs granted to our named executive officers will vest at the end of the three-year performance period and have a term of seven years thereafter. PSOs granted to our named executive officers vest only if, at any point during the three-year performance period, the closing price of the Class A Common Stock exceeds the exercise price of the PSO by at least 15% for at least 30 consecutive calendar days. •Twenty-five percent (25%) of a named executive officer’s target long-term incentive award was granted as PSUs with a three-year performance period (the “fiscal 2027 PSUs”). Fiscal 2027 PSUs granted to our named executive officers will vest after three years based on the Company’s Relative TSR. •Fifty percent (50%) of a named executive officer’s target long-term incentive award was granted in time-vested RSUs that will vest in equal annual installments over a three-year period. In light of the Company’s entry into the Roku merger agreement, the Compensation Committee determined that the Company’s Relative TSR is the most appropriate performance metric for fiscal 2027 PSUs. Given the potential for the proposed Roku transaction to fundamentally transform the Company’s financial profile, the Committee concluded that it would be difficult to set meaningful long-term financial performance targets—such as adjusted EPS growth and adjusted free cash flow growth—for the three-year performance period ending June 30, 2029. The Committee determined that anchoring the fiscal 2027 PSU performance entirely to Relative TSR best maintains a direct link between vesting outcomes and the Company’s performance relative to its peers, irrespective of changes to the Company’s financial profile following the anticipated closing of the transaction. The Committee currently intends to reintroduce financial performance metrics in future PSU grants following the completion of the proposed Roku transaction and related integration activities. Collectively, the performance-based portion of each named executive officer’s fiscal 2027 target long-term incentive award is entirely tied to stock-price and relative total stockholder return performance measures. Consistent with prior PSUs and PSOs granted to our named executive officers, the PSU and PSO performance metrics for the fiscal 2027 program are designed to align to stockholder value creation while maintaining 50% of the award as performance-based compensation. The Compensation Committee believes maintaining 50% of FOX’s long-term equity-based incentive awards as performance-based compensation for fiscal 2027 appropriately aligns our named executive officers’ interests with those of FOX’s stockholders and is broadly consistent with peer practice.

  75. Perquisites

    | Employment Arrangements, Severance and Change in Control Arrangements |

  76. Perquisites

    As of the end of fiscal 2026, each of our named executive officers has achieved the appropriate ownership level in accordance with the ownership guidelines. All fully owned shares held by the named executive officer or direct family members, vested shares held in retirement and deferred compensation accounts, shares held by the named executive officer or direct family members in trust, and all unvested restricted shares or time-based RSUs count for purposes of assessing an executive’s ownership level. No portion of unexercised stock options (such as the current “in the money” value) nor any portion of unearned performance awards count for purposes of assessing an executive’s ownership level under the ownership guidelines.

  77. Perquisites

    | Role of Compensation Consultant |

  78. Perquisites

    | Summary Compensation Table for the Fiscal Year Ended June 30, 2026 |

  79. Perquisites

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(a) | Option Awards (b) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(c) | All Other Compensation(d) | Total | | Lachlan K. Murdoch Executive Chair and Chief Executive Officer | 2026 | $3,000,000 | $— | $8,678,255 | $2,750,000 | $11,400,000 | $3,072,000 | $2,118,862 | $31,019,117 | | | 2025 | $3,000,000 | $— | $10,594,860 | $2,750,000 | $10,680,000 | $3,958,000 | $1,998,094 | $32,980,954 | | | 2024 | $3,000,000 | $— | $9,349,947 | $2,750,000 | $6,000,000 | $904,000 | $1,802,078 | $23,806,025 | | John P. Nallen President and Chief Operating Officer | 2026 | $2,000,000 | $— | $5,128,042 | $1,625,000 | $7,600,000 | $1,636,000 | $159,652 | $18,148,694 | | | 2025 | $2,000,000 | $— | $4,815,821 | $1,250,000 | $5,340,000 | $1,723,000 | $156,141 | $15,284,962 | | | 2024 | $2,000,000 | $— | $4,249,971 | $1,250,000 | $3,000,000 | $1,733,000 | $145,356 | $12,378,327 | | Steven Tomsic Chief Financial Officer | 2026 | $1,750,000 | $— | $2,366,750 | $750,000 | $5,225,000 | $— | $31,973 | $10,123,723 | | | 2025 | $1,750,000 | $— | $2,889,519 | $750,000 | $4,895,000 | $— | $36,988 | $10,321,507 | | | 2024 | $1,750,000 | $— | $2,549,949 | $750,000 | $2,750,000 | $— | $39,185 | $7,839,134 | | Adam Ciongoli Chief Legal and Policy Officer | 2026 | $1,750,000 | $— | $2,366,750 | $750,000 | $5,225,000 | $— | $33,121 | $10,124,871 | | | 2025 | $1,750,000 | $— | $2,889,519 | $750,000 | $4,895,000 | $— | $80,242 | $10,364,761 | | | 2024 | $1,016,346 | $— | $4,630,657 | $750,000 | $2,750,000 | $— | $19,670 | $9,166,672 |

  80. Perquisites

    | Grants of Plan-Based Awards During the Fiscal Year Ended June 30, 2026 |

  81. Adam Ciongoli

    | Outstanding Equity Awards at June 30, 2026 |

  82. Adam Ciongoli

    | Stock Vested and Option Exercises During the Fiscal Year Ended June 30, 2026 |

  83. Adam Ciongoli

    | | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Lachlan K. Murdoch | 952,384 | $18,020,357 | 342,008 | $20,482,859 | | John P. Nallen | 459,115 | $8,740,332 | 155,454 | $9,310,140 | | Steven Tomsic | 138,397 | $3,928,126 | 93,267 | $5,585,761 | | Adam Ciongoli | — | — | 67,215 | $3,770,118 |

  84. Adam Ciongoli

    | Pension Benefits as of June 30, 2026 |

  85. Description of Pension Benefits

    Description of Pension Benefits FOX maintains legacy pension benefits that were originally established by 21CF and assumed by FOX in connection with the Transaction. These are a legacy qualified pension plan (the “Qualified Pension Plan”), a legacy Supplemental Executive Retirement Plan (the “SERP”) and legacy Individual Supplemental Employee Retirement Agreements (the “ISERAs”) that provide enhanced retirement benefits. The Qualified Pension Plan is a broad-based, tax-qualified defined benefit plan maintained for employees hired before January 1, 2008, including Messrs. L.K. Murdoch and Nallen. Under the Qualified Pension Plan, participants are generally entitled to receive unreduced benefits upon retirement at age 65 or later, paid in the form of a monthly annuity. The accrued benefit under the Qualified Pension Plan at normal retirement age is generally equal to 1% of monthly compensation times years of service, plus 0.6% of average monthly compensation in excess of average covered compensation times such years of service, up to a maximum of 35 years. The Company pays the entire cost of the benefits provided under the Qualified Pension Plan. Eligible compensation for purposes of the Qualified Pension Plan is limited by federal law. The SERP provides benefits to employees who participate in the Qualified Pension Plan but whose annual compensation exceeded the compensation limit imposed on the Qualified Pension Plan by the Internal Revenue Service ($360,000 in calendar year 2026), including Messrs. L.K. Murdoch and Nallen. The compensation limit for the SERP is capped at $100,000 in excess of the qualified pension limit imposed by the Internal Revenue Service (SERP cap is $460,000 in calendar year 2026). The benefits provided by the SERP are calculated using the same formula as the Qualified Pension Plan. Messrs. L.K. Murdoch, and Nallen also each participate in legacy ISERAs. The ISERA compensation limit for fiscal 2026 is between $2.6 million and $3.4 million and varies by individual. The benefit provided under the ISERA is paid as installments as elected by the individuals in lieu of 100% joint and surviving spouse annuity indexed annually at retirement to account for inflation. The amount is unreduced for early retirement beginning at age 55 and payment timing is subject to IRC Section 409A. The ISERA also provides retirement health and life insurance benefits to the participating executives and their spouses. The SERP and the ISERA are nonqualified plans for tax purposes and are funded using a grantor trust. The assets in the grantor trust are unsecured funds of FOX and can be used to satisfy FOX’s obligations in the event of bankruptcy or insolvency. The assumed retirement age for Mr. Nallen is his current age, as he is currently entitled to unreduced pension benefits under the ISERA, while Mr. L.K. Murdoch’s is the age he is entitled to receive unreduced benefits from the ISERA.

  86. Description of Pension Benefits

    | 42 | | 2026 Proxy Statement |

  87. Description of Pension Benefits

    | Potential Payments Upon Termination |

  88. Description of Pension Benefits

    As noted in the section titled “Employment Arrangements,” the applicable employment agreements for Messrs. L.K. Murdoch, Nallen, Tomsic and Ciongoli and the terms and conditions of the Annual SAP Awards provide for certain payments and benefits upon a separation from the Company.

  89. Quantification of Payments

    | CEO Pay Ratio |

  90. Quantification of Payments

    | Pay Versus Performance |

  91. Relationship of Compensation Actually Paid to Performance Measures

    Relationship of Compensation Actually Paid to Performance Measures The following charts present the relationship between the CAP to our PEO and Average CAP to our Other NEOs and our TSR, as well as a comparison of our TSR to our Peer Group, net income (loss), and our Company-Selected Measure (Adjusted EBITDA) for each of the fiscal years ended June 30, 2026, 2025, 2024, 2023 and 2022:

  92. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  93. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  94. Compensation Actually Paid vs. Net Income

    | | 2026 Proxy Statement | 47 |

  95. Compensation Actually Paid vs Adjusted EBITDA

    Compensation Actually Paid vs Adjusted EBITDA

  96. Compensation Actually Paid vs Adjusted EBITDA

    | 48 | | 2026 Proxy Statement |

  97. Compensation Actually Paid vs Adjusted EBITDA

    NON-EXECUTIVE DIRECTOR COMPENSATION Directors’ fees are not paid to Directors who are executives or employees of the Company because the responsibilities of Board membership are considered in determining compensation paid as part of the executives’ normal employment conditions. The basic fees payable to the Directors who are not executives of the Company (collectively, the “Non-Executive Directors”) are set by the Board. During fiscal 2026, the Compensation Committee reviewed Director compensation against the Company’s peers and considered the appropriateness of the form and amount of Director compensation and recommendations made by FW Cook concerning Director compensation with a view toward attracting and retaining qualified Directors. The Compensation Committee believes that compensation for Non-Executive Directors should be competitive and fairly reflect the work and skills required for a company of FOX’s size and complexity. The Compensation Committee also believes that Non-Executive Director compensation should emphasize equity-based compensation in order to align Directors’ interests with the long-term interests of stockholders. During fiscal 2026, the Non-Executive Directors were Mr. Abbott, Mr. Burck, Mr. Carey, Mr. Hernandez, Ms. Johnson and Mr. Ryan. The annual retainers paid to the Non-Executive Directors for service on the Board and its committees for fiscal 2026 and for the upcoming fiscal year are set forth in the table below.

  98. Compensation Actually Paid vs Adjusted EBITDA

    | Board and Committee Retainers for the Fiscal Year Ended June 30, 2026 |

  99. Compensation Actually Paid vs Adjusted EBITDA

    | Annual Cash Retainer | $100,000 | | Annual Stock-Settled Deferred Stock Units (“DSU”) Retainer | $225,000 | | Audit Committee Chair Annual Retainer | $30,000 | | Compensation Committee Chair Annual Retainer | $25,000 | | Nominating and Corporate Governance Committee Chair Annual Retainer | $20,000 | | Audit Committee Member Annual Retainer | $15,000 | | Compensation Committee Member Annual Retainer | $15,000 | | Nominating and Corporate Governance Committee Member Annual Retainer | $10,000 |

  100. Compensation Actually Paid vs Adjusted EBITDA

    The Class A Common Stock underlying each DSU will be paid to the respective Non-Executive Director at the earlier of (1) the first trading day of the quarter five years following the date of grant or (2) upon a Director’s end of service. There are no fees based upon the number of meetings attended. Non-Executive Directors who first join the Board between annual meetings are entitled to receive a pro rata cash retainer and a prorated award of DSUs based on the number of days of service until the Company’s next annual meeting of stockholders. In addition, all Non-Executive Directors are reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees. The table below presents the total compensation paid during fiscal 2026 by the Company to each of the Non-Executive Directors.

  101. Compensation Actually Paid vs Adjusted EBITDA

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

  102. Compensation Actually Paid vs Adjusted EBITDA

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards(b) | | All Other Compensation | Total | | Tony Abbott AC | | 110,000 | | 224,995 | N/A | $334,995 | | William A. Burck | | 150,000 | | 224,995 | N/A | $374,995 | | Chase Carey(a) | | 130,000 | | 224,995 | N/A | $354,995 | | Roland A. Hernandez | | 155,000 | | 224,995 | N/A | $379,995 | | Margaret “Peggy” L. Johnson | | 130,000 | | 224,995 | N/A | $354,995 | | Paul D. Ryan | | 145,000 | | 224,995 | N/A | $369,995 |

  103. Compensation Actually Paid vs Adjusted EBITDA

    (a)Excluded from the table are $1,305,644.76 in pension payments and imputed income under the Company’s executive health and welfare plans of $97,890 arising out of post-employment contractual obligations related to Mr. Carey’s prior service as an executive officer of 21CF, which were assumed by the Company in connection with the Transaction. (b)The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of stock awards granted during fiscal 2026.

  104. Compensation Actually Paid vs Adjusted EBITDA

    | | 2026 Proxy Statement | 49 |

  105. NON-EXECUTIVE DIRECTOR COMPENSATION

    NON-EXECUTIVE DIRECTOR COMPENSATION The following table sets forth information with respect to the aggregate outstanding equity awards at June 30, 2026 of each of the Non-Executive Directors who served as Directors during fiscal 2026.

  106. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Name | Number of Shares or Units of Stock That Have Not Vested(a) | | Tony Abbott AC | 15,080 | | William A. Burck | 26,966 | | Chase Carey | 26,966 | | Roland A. Hernandez | 26,966 | | Margaret “Peggy” L. Johnson | 15,080 | | Paul D. Ryan | 26,966 |

  107. NON-EXECUTIVE DIRECTOR COMPENSATION

    (a)Includes DSUs representing dividend equivalents accrued with respect to DSUs. The DSUs representing the dividend equivalents will be settled in stock upon the settlement of the underlying DSUs. The DSUs will settle in stock on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Director’s end of service with the Company.

  108. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Non-Executive Director Stock Ownership Guidelines |

  109. NON-EXECUTIVE DIRECTOR COMPENSATION

    Non-Executive Directors are expected to have an appropriate level of equity ownership in the Company to more closely align their economic interests with those of other Company stockholders. The Board has adopted stock ownership guidelines that require each Non-Executive Director to own equity securities of the Company equal in value to at least five times the amount of the Non-Executive Director’s annual cash retainer for service on the Board by the fifth anniversary of the Director’s first election to the Board. The Compensation Committee monitors compliance with these requirements on a regular basis and, from time to time, may exercise discretion in light of applicable circumstances. No portion of unexercised options (such as the current “in the money” value) nor any portion of unearned performance awards count for purposes of assessing a Director’s ownership level under the ownership guidelines. As of the end of fiscal 2026, all Non-Executive Directors were in compliance with the ownership guidelines. The Company prohibits all Directors (and their family members and controlled entities that are subject to its Insider Trading and Confidentiality Policy) from engaging in short sales of the Company’s securities and investing in Company-based derivative securities. In addition, the Company prohibits all Directors from pledging any Company securities that they hold directly, hedging any Company securities that they hold directly or indirectly (including through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds that hedge or offset, or are designed to hedge or offset, any decrease in the market value of FOX’s securities) or hedging or pledging equity compensation.

  110. NON-EXECUTIVE DIRECTOR COMPENSATION

    | 50 | | 2026 Proxy Statement |

  111. NON-EXECUTIVE DIRECTOR COMPENSATION

    EQUITY COMPENSATION PLAN INFORMATION The following table summarizes equity plan information as of June 30, 2026 with respect to the Company’s outstanding equity awards and shares of Class A Common Stock reserved for future issuance under the Company’s equity compensation plan.

  112. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, Rights, RSUs and PSUs (a)(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by stockholders(2) | 18,158,131 | | 37.99 | 27,894,093 | | Equity compensation plans not approved by stockholders | — | | — | — | | Total | 18,158,131 | | 37.99 | 27,894,093 |

  113. NON-EXECUTIVE DIRECTOR COMPENSATION

    (1)Column (a) includes shares of Class A Common Stock underlying outstanding stock options, RSUs and PSUs. Because there is no exercise price associated with RSUs or PSUs, these stock awards are not included in the weighted-average exercise price calculation presented in column (b). (2)This equity compensation plan, the 2019 SAP, was approved by the Company’s former parent and sole stockholder, 21CF, prior to the Transaction.

  114. NON-EXECUTIVE DIRECTOR COMPENSATION

    | | 2026 Proxy Statement | 51 |

  115. NON-EXECUTIVE DIRECTOR COMPENSATION

    EXECUTIVE OFFICERS OF FOX CORPORATION The executive officers of the Company as of the date of this proxy statement are set forth in the table below. Unless otherwise noted, each holds the offices indicated until his successor is chosen and qualified at the regular meeting of the Board to be held following the Annual Meeting, or at other meetings of the Board as appropriate.

  116. NON-EXECUTIVE DIRECTOR COMPENSATION

    | Name | Age | Position with the Company | | Lachlan K. Murdoch(1) | 55 | Executive Chair and Chief Executive Officer | | John P. Nallen | 69 | President and Chief Operating Officer | | Adam Ciongoli | 58 | Chief Legal and Policy Officer | | Steven Tomsic | 56 | Chief Financial Officer |

  117. NON-EXECUTIVE DIRECTOR COMPENSATION

    (1)Information concerning Mr. L.K. Murdoch can be found under the heading “Election of Directors.” John P. Nallen has been the Chief Operating Officer of the Company since October 2018 and President and Chief Operating Officer since February 2025. He served as 21CF’s Senior Executive Vice President and Chief Financial Officer from 2013 to March 2019 and its Executive Vice President and Deputy Chief Financial Officer from 2001 to 2013. He also served as a Director of Sky plc from 2015 to 2018. Prior to joining 21CF in 1995, he worked for 16 years at Arthur Andersen where he was a partner in its Media and Entertainment Practice. Adam Ciongoli has been the Chief Legal and Policy Officer of the Company since December 2023. He joined FOX from Campbell Soup Company, where he served from 2015 to December 2023, including most recently as Executive Vice President and General Counsel, Chief Sustainability, Corporate Responsibility and Governance Officer and a member of the Operating Committee. Mr. Ciongoli was the Executive Vice President and General Counsel of Lincoln Financial Group from 2012 to 2015 and Group General Counsel and Secretary of Willis Group Holdings, PLC from 2007 to 2012. Prior to that, Mr. Ciongoli held several public sector roles, including counselor to U.S. Attorney General John Ashcroft. Steven Tomsic has been the Company’s Chief Financial Officer since October 2018. He served as Deputy Chief Financial Officer of 21CF from 2017 to March 2019 and its Executive Vice President, Corporate Finance from 2015 to 2017. Mr. Tomsic was the Chief Financial Officer of Sky Deutschland AG from 2010 to 2015. Before that, Mr. Tomsic served in various finance roles across 21CF’s European and Asian corporate offices, European channels businesses, Sky Italia and at FOXTEL in Australia. Prior to joining 21CF, Mr. Tomsic worked at the Boston Consulting Group, Nomura and ANZ Bank.

  118. NON-EXECUTIVE DIRECTOR COMPENSATION

    | 52 | | 2026 Proxy Statement |

  119. NON-EXECUTIVE DIRECTOR COMPENSATION

    SECURITY OWNERSHIP OF FOX CORPORATION The following table sets forth the beneficial ownership of both Class A Common Stock and Class B Common Stock as of September 14, 2026 for the following: (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Class B Common Stock; (ii) each current member of the Board; (iii) each named executive officer (as identified under “Compensation Discussion and Analysis — Named Executive Officers”) of the Company; and (iv) all current Directors and executive officers of the Company as a group.

  120. NON-EXECUTIVE DIRECTOR COMPENSATION

    | | Common Stock Beneficially Owned(1) | | | | | | | Number of Shares Beneficially Owned | | Option and Deferred Stock Unit Shares(3) | Percent of Class(4) | | | Name(2) | Non-Voting Class A Common Stock(5) | Voting Class B Common Stock(6) | Non-Voting Class A Common Stock | Non-Voting Class A Common Stock | Voting Class B Common Stock(6) | | Over 5% Beneficial Owners | | | | | | | LGC Holdco, LLC(7) c/o Maupin, Cox & LeGoy 4785 Caughlin Parkway Reno, Nevada 89519 | 19,000 | 85,372,810 | — | * | 38.76% | | State Street Corporation(8) One Congress Street, Suite 1 Boston, MA 02114 | 17,474,836 | 14,007,987 | — | 8.68% | 6.36% | | BlackRock, Inc.(9) 50 Hudson Yards New York, NY 10001 | 16,990,417 | 11,421,333 | — | 8.44% | 5.19% | | Directors and Officers | | | | | | | Lachlan K. Murdoch(10) | 1,420,865 | 85,374,762 | 1,205,816 | 1.30% | 38.76% | | Tony Abbott AC | 15,080 | — | — | * | — | | William A. Burck | 24,122 | — | 5,079 | * | — | | Chase Carey(11) | 311,743 | — | 5,079 | * | — | | Roland A. Hernandez(12) | 42,654 | — | 5,079 | * | — | | Margaret “Peggy” L. Johnson | 15,080 | — | — | * | — | | Paul D. Ryan | 21,887 | — | 5,079 | * | — | | John P. Nallen | 550,421 | — | 365,616 | * | — | | Adam G. Ciongoli | 77,173 | — | 109,970 | * | — | | Steven Tomsic | 220,406 | — | 267,362 | * | — | | All current Directors and executive officers as a group (total of 10) | 2,699,431 | 85,374,762 | 1,969,080 | 2.32% | 38.76% |

  121. NON-EXECUTIVE DIRECTOR COMPENSATION

    *Represents beneficial ownership of less than one percent of the issued and outstanding Class A Common Stock or Class B Common Stock, as applicable, on September 14, 2026. (1)This table does not include, unless otherwise indicated, any shares of Class A Common Stock or any shares of Class B Common Stock or other equity securities of the Company that may be held by pension and profit-sharing plans of other corporations or endowment funds of educational and charitable institutions for which various Directors and officers serve as directors or trustees. (2)The address for all Directors and executive officers of the Company is c/o Fox Corporation, 1211 Avenue of the Americas, New York, New York 10036. (3)The number of option shares reported reflects the number of options currently exercisable or that become exercisable within 60 days following September 14, 2026 and the deferred stock unit (“DSU”) shares reflects shares of Class A Common Stock that are issuable within 60 days following September 14, 2026 upon the payout of DSUs. (4)The applicable percentage of ownership is based on 201,424,858 shares of Class A Common Stock and 220,248,764 shares of Class B Common Stock outstanding as of September 14, 2026, for such stockholder or group of stockholders, as applicable. (5)Beneficial ownership of Class A Common Stock includes for the following Directors DSUs which are paid in Class A Common Stock as of the earlier of the first trading day of the quarter five years following the date of grant and the date of the Director’s end of

  122. NON-EXECUTIVE DIRECTOR COMPENSATION

    | | 2026 Proxy Statement | 53 |