Every material Form 8-K Fox Corporation (Class A) has filed with the SEC since May 08, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Fox Corp has completed its acquisition of Roku, issuing approximately 144.5 million shares and paying $14.1 billion in cash consideration to former Roku stockholders. To finance the transaction and support operations, Fox entered into new credit agreements including an $8.4 billion bridge facility, a $2.0 billion term loan, and a $1.5 billion revolving credit agreement. Former Roku stockholders will own approximately 26% of Fox common stock, while existing Fox stockholders will own approximately 74%.
Fox Corp completed the Roku acquisition on November 6, 2026, issuing 144.5 million shares and paying $14.1 billion in cash consideration.
Fox borrowed $8.4 billion under a bridge credit facility and $2.0 billion under an amended term loan agreement to fund the cash portion of the merger.
The company secured a $1.5 billion five-year unsecured revolving credit facility maturing on November 6, 2031.
Fox expects to achieve approximately $400 million of run-rate cost synergies within two years following the close.
Fox Corporation reported financial results for the first quarter of fiscal 2027 ended September 30, 2026, showing significant increases in revenue, net income, and adjusted EBITDA compared to the prior year quarter. The strong performance was driven by broadcasting the FIFA Men's World Cup, higher political advertising, digital growth at Tubi, and distribution revenue gains. For shareholders, this demonstrates robust top-line growth and increased profitability during a major sporting and political event cycle.
Total quarterly revenue rose 22% to $4.57 billion compared to $3.74 billion in the prior year quarter.
Net income attributable to Fox Corporation stockholders increased to $943 million, or $2.20 per share, up from $599 million, or $1.32 per share.
Quarterly Adjusted EBITDA grew 54% to $1.64 billion from $1.07 billion.
Advertising revenue increased 47% to $2.08 billion, primarily driven by the FIFA Men's World Cup, political advertising, and Tubi.
Fox Corporation said Chief Legal and Policy Officer Adam Ciongoli will step down effective December 1, 2026, and will serve as a special advisor for eighteen months under a paid advisory agreement. Nicholas Trutanich, currently Executive Vice President and Deputy General Counsel, will become General Counsel on December 1, 2026, reporting to Executive Chair and CEO Lachlan Murdoch.
Ciongoli's separation terms include a cash payment of $12,595,784 for cancelled equity awards, plus a severance payment equal to one year of base salary and his fiscal 2027 target bonus.
Ciongoli's advisory agreement pays an annual fee of $1,750,000, paid in monthly installments of $145,833.33 for the eighteen-month term.
Trutanich will receive a base salary of $1,400,000, a target bonus of $1,400,000 and an annual long-term incentive target award of $2,200,000.
Kristopher Jones, Executive Vice President and Head of Government Relations, will report to John Nallen, President and Chief Operating Officer, effective December 1.
Fox reported fourth-quarter fiscal 2026 revenue of $4.21 billion, up 28%, driven mainly by the FIFA Men's World Cup broadcast, and adjusted EBITDA of $1.20 billion, up 27%. GAAP net income attributable to stockholders was $691 million ($1.61 per share), slightly below the prior-year quarter, while adjusted EPS rose to $1.79 from $1.27. For the full year, GAAP EPS fell to $3.84 from $4.91, though adjusted EPS rose to $5.42 from $4.78.
Q4 revenue $4.21 billion, up $925 million or 28%; advertising revenue up 78%
Q4 GAAP net income attributable to Fox stockholders $691 million ($1.61 per share) vs. $717 million ($1.57) a year earlier
Full year revenue $17.13 billion, up 5%; GAAP net income attributable to stockholders $1.69 billion ($3.84 per share) vs. $2.26 billion ($4.91)
Board authorized an increase in the semi-annual dividend, declaring $0.29 per share payable September 23, 2026
Fox Corporation entered a $1.0 billion senior unsecured term loan credit agreement on June 30, 2026, with Morgan Stanley Senior Funding as administrative agent. The lenders' commitment is contingent on the Roku acquisition closing, and proceeds will pay part of the cash consideration and related amounts, adding debt that shareholders will need to track against the deal's terms.
Facility size: $1.0 billion senior unsecured term loan, with the ability to incur up to $1.0 billion of additional term loans subject to conditions
Funding is contingent on consummation of the Roku, Inc. acquisition, announced June 15, 2026
Loans mature two years after the acquisition closes and funds; the company must maintain an operating income leverage ratio of 4.5 to 1.0
Commitment fees on unused commitments begin accruing October 12, 2026
Fox Corporation signed a merger agreement on June 14, 2026, to acquire Roku, Inc. Roku holders would receive $96.00 in cash and 0.9693 of a FOX Class A share for each share, and Fox has a $12 billion bridge loan commitment to help fund the deal. The deal requires Roku and Fox stockholder approvals, antitrust clearance, and a Nasdaq listing approval, and it could cause Fox to issue new shares and take on new debt.
Merger Agreement dated June 14, 2026, under which Roku becomes a wholly owned subsidiary of Fox
Each Roku share converts into $96.00 in cash plus 0.9693 of a FOX Class A share, with the exchange ratio adjusted if dissenting shares are involved
Fox must pay a $1,237,262,000 regulatory termination fee in certain antitrust-related terminations, and a $866,084,000 termination fee in other specified cases
Morgan Stanley Senior Funding, Inc. committed a $12 billion 364-day senior unsecured bridge term loan; Roku founder and CEO Anthony Wood and related holders represent about 55% of Roku voting power under a voting agreement
On June 11, 2026, Fox's board and compensation committee extended the employment terms of Executive Chair and CEO Lachlan Murdoch and CFO Steven Tomsic through June 30, 2030, and raised their pay targets starting July 1, 2026. The changes set higher target bonus and equity amounts for the company's top two executives, which shareholders can weigh against the retention value of longer contracts.
Murdoch: term extended through June 30, 2030; target annual bonus rises to $9,000,000 and target annual equity award to $20,000,000, effective July 1, 2026
Tomsic: term extended through June 30, 2030; base salary rises to $2,000,000, target bonus to $3,000,000 (increasing to $3,500,000 on July 1, 2028), and target equity award to $4,000,000
Murdoch recused himself from all discussions and votes on his own arrangements
The filing text cites Exhibit 10.1, but the exhibit index lists the document as 3.1
Fox Corporation reported fiscal third-quarter results for the three months ended March 31, 2026. Revenue fell to $3.99 billion from $4.37 billion a year earlier, mainly because the prior year included the Super Bowl LIX broadcast, and GAAP net income attributable to stockholders dropped to $166 million ($0.38 per share) from $346 million ($0.75). Adjusted EBITDA rose 11% to $954 million and adjusted EPS rose to $1.32 from $1.10, which matters to shareholders because the company's headline revenue and GAAP profit declined while its adjusted profit measures improved.
Total revenue was $3.99 billion versus $4.37 billion; advertising revenue was $1.56 billion versus $2.04 billion.
Adjusted EBITDA was $954 million, up $98 million or 11% from the prior year quarter.
Net income attributable to Fox Corporation stockholders was $166 million ($0.38 per share) versus $346 million ($0.75 per share).
Adjusted net income attributable to stockholders was $570 million ($1.32 per share) versus $507 million ($1.10 per share); the company repurchased about $100 million of stock in the quarter and had $3.5 billion remaining on its authorizatio
Fox reported results for the quarter ended December 31, 2025, with revenue up 2% to $5.18 billion. Net income attributable to Fox stockholders fell to $229 million ($0.52 per share) from $373 million ($0.81 per share), and Adjusted EBITDA fell to $692 million from $781 million, so higher revenue did not translate into higher profit for shareholders.
Total revenues were $5.18 billion, up $104 million or 2% from the prior year quarter, with Cable Network Programming revenue up 5%.
Net income attributable to Fox stockholders was $229 million ($0.52 per share), versus $373 million ($0.81 per share) a year earlier.
Adjusted EPS was $0.82 versus $0.96 a year earlier; Adjusted EBITDA was $692 million versus $781 million, as higher expenses more than offset the revenue increase.
The Company declared a $0.28 per share dividend payable March 25, 2026, with a record date of March 4, 2026, and had about $3.6 billion remaining on its share repurchase authorization as of December 31, 2025.
Fox reported revenue of $3.74 billion for the quarter ended September 30, 2025, up 5%, and Adjusted EBITDA of $1.07 billion, up 2%. Net income attributable to Fox stockholders fell to $599 million ($1.32 per share) from $827 million ($1.78 per share), while adjusted EPS rose to $1.51 from $1.45. The company also said it expects to start a $1.5 billion accelerated share repurchase on October 31, 2025.
Revenue of $3.74 billion, up $174 million or 5%; advertising revenue up 6%
Net income attributable to Fox stockholders of $599 million ($1.32 per share), versus $827 million ($1.78 per share) a year earlier
Adjusted EPS of $1.51 versus $1.45; Adjusted EBITDA of $1.07 billion, up 2%
$1.5 billion accelerated share repurchase starting October 31, 2025, expected to complete in the second half of fiscal 2026
On September 8, 2025, Fox Corp entered a new stockholders agreement with LGC Holdco and three LGC family trusts, terminating the 2019 agreement with the Murdoch Family Trust as part of the resolution of the MFT litigation. The filing says the new agreement is substantially the same as the old one, including a 44% cap on Murdoch-related voting power in Class B common stock. Separately, selling stockholders sold 16,835,016 Class B shares at $53.46 per share, but Fox received no proceeds from the sale.
New stockholders agreement dated September 8, 2025, with LGC Holdco and the LGC Family Trusts, described as substantially the same as the terminated agreement
Murdoch Individuals, LGC Family Trusts and LGC Holdco may not collectively own more than 44% of outstanding Class B voting power
Selling stockholders sold 16,835,016 Class B shares to Morgan Stanley & Co. LLC at $53.46 per share; the offering closed September 10, 2025
Fox did not sell any shares and received no proceeds from the offering
Fox Corporation reported results for the quarter and fiscal year ended June 30, 2025, with fourth-quarter revenue up 6% to $3.29 billion and net income attributable to Fox stockholders of $717 million ($1.57 per share), compared with $319 million ($0.68 per share) a year earlier. The company also raised its share repurchase authorization by $5 billion to $12 billion and increased its semi-annual dividend to $0.28 per share, which matters to shareholders because it returns more cash to them.
Q4 revenue of $3.29 billion, up $195 million or 6% from the prior year quarter; adjusted EBITDA of $939 million, up 21%
Full-year revenue of $16.30 billion, up 17%; net income attributable to Fox stockholders of $2.26 billion ($4.91 per share) versus $1.50 billion ($3.13 per share)
Board raised the share repurchase authorization by $5 billion, bringing the total to $12 billion; about $250 million of Class A stock was repurchased in the quarter
Semi-annual dividend increased to $0.28 per share, payable September 24, 2025, to holders of record on September 3, 2025
Fox Corporation reported results for the quarter ended March 31, 2025. Revenue rose 27% to $4.37 billion, driven by Super Bowl LIX advertising, but net income attributable to Fox stockholders fell to $346 million ($0.75 per share) from $666 million ($1.40 per share). Adjusted EPS was $1.10 versus $1.09 a year earlier, while Adjusted EBITDA fell to $856 million from $891 million as expenses rose.
Total revenues were $4.37 billion, up $924 million or 27%, with advertising revenues up 65% on Super Bowl LIX and Tubi growth.
Net income attributable to Fox stockholders was $346 million ($0.75 per share), down from $666 million ($1.40 per share).
Adjusted EPS was $1.10 versus $1.09, and Adjusted EBITDA was $856 million versus $891 million, as higher sports rights amortization and production costs outpaced revenue growth.
The Company repurchased about $250 million of Class A stock during the quarter, with a remaining authorization of $650 million.
On February 10, 2025, Fox Corporation said John Nallen was named President and Chief Operating Officer, effective immediately, and extended his employment term through June 30, 2028. Starting July 1, 2025, his target annual bonus rises to $4,000,000 and his target annual equity award to $6,500,000, which increases the company's committed executive pay. The filing does not include any financial results.
Title changed from Chief Operating Officer to President and Chief Operating Officer, effective immediately
Employment term extended through June 30, 2028, approved by the Compensation Committee and Board on February 7, 2025
Target annual bonus and equity award rise to $4,000,000 and $6,500,000 starting July 1, 2025
After the term ends, Nallen becomes Special Advisor for three years at $600,000 per year
Fox Corporation reported results for the quarter ended December 31, 2024, with revenues up 20% to $5.08 billion, driven by higher political advertising, MLB postseason ratings, NFL pricing and sports sublicensing. Net income attributable to Fox stockholders rose to $373 million ($0.81 per share) from $109 million ($0.23 per share), and Adjusted EBITDA reached $781 million, up 123%, which points to stronger earnings for shareholders in this quarter.
Revenues of $5.08 billion, up $844 million or 20% from the prior year quarter
Net income attributable to Fox Corporation stockholders of $373 million ($0.81 per share) versus $109 million ($0.23 per share)
Adjusted EBITDA of $781 million, up $431 million or 123%, partly offset by higher sports programming rights amortization and production costs
Dividend of $0.27 per share payable March 26, 2025; remaining repurchase authorization of $900 million
Fox Corporation reported results for the quarter ended September 30, 2024, with revenues up 11% to $3.56 billion and net income of $832 million, up from $415 million a year earlier. The filing says net income includes a gain from the change in fair value of the company's investments, and adjusted EPS, a non-GAAP measure, rose to $1.45 from $1.09. The filing does not include guidance.
Revenues of $3.56 billion, up $357 million or 11%, driven by higher advertising, affiliate fee and other revenues
Net income attributable to Fox stockholders of $827 million ($1.78 per share) vs. $407 million ($0.82) a year earlier; adjusted EPS of $1.45 vs. $1.09
Adjusted EBITDA of $1.05 billion, up $179 million or 21%; non-operating other, net contributed $233 million
Repurchased about $250 million of Class A stock in the quarter, with $1.15 billion remaining under the authorization
Fox Corporation reported results for the quarter and fiscal year ended June 30, 2024. Fourth-quarter revenue rose 2% to $3.09 billion, but net income attributable to stockholders fell to $319 million from $375 million, while full-year revenue dropped to $13.98 billion from $14.91 billion. The company also authorized a semi-annual dividend increase, declaring $0.27 per share.
Q4 revenue $3.09 billion, up $60 million or 2% from the prior year quarter; Q4 Adjusted EBITDA $773 million, up $38 million or 5%
Q4 net income attributable to Fox stockholders $319 million ($0.68 per share) versus $375 million ($0.74 per share) a year earlier
Full-year revenue $13.98 billion versus $14.91 billion; full-year Adjusted EBITDA $2.88 billion versus $3.19 billion
Dividend of $0.27 per Class A and Class B share payable September 25, 2024, record date September 4, 2024
Fox Corporation reported fiscal third-quarter results for the three months ended March 31, 2024. Revenue fell to $3.45 billion from $4.08 billion a year earlier, mainly because the prior year included the Super Bowl LVII broadcast, while net income attributable to Fox stockholders rose to $666 million ($1.40 per share) from a loss of $54 million.
Total revenues were $3.45 billion versus $4.08 billion in the prior-year quarter; advertising revenue fell to $1.24 billion from $1.88 billion.
Net income attributable to Fox Corporation stockholders was $666 million ($1.40 per share), compared with a net loss of $54 million ($(0.10) per share), helped by the absence of prior-year legal settlement charges at FOX News Media and a ga
Adjusted EBITDA was $891 million, up $58 million or 7%, as expenses decreased.
As of March 31, 2024, the company had a remaining share repurchase authorization of up to $1.65 billion.
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