What the changes say
- The Roku merger adds seven transaction-specific risks, including regulatory delay, integration failure, lawsuits, dilution and higher debt.
- FOX removed three legacy risks concerning Dominion-related litigation, 21CF indemnification and pre-Transaction tax liabilities.
- Control disclosure now centers on LGC Holdco’s approximately 38.8% Class B stake and Lachlan K. Murdoch’s influence.
- Consumer-platform risk now expressly includes connected-TV devices, operating systems, gaming consoles and other consoles.
What changed since the prior 10-K
New
- NewRisks Related to the Roku Transaction
The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its terms
Regulatory approvals, stockholder votes or other closing conditions could delay or prevent FOX’s acquisition of Roku and its expected benefits.
- NewRisks Related to the Roku Transaction
Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common Stock
Announcing the Roku merger could depress FOX’s stock, disrupt relationships, impose transaction costs, restrict strategic actions and divert management attention.
- NewRisks Related to the Roku Transaction
Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operations
Merger uncertainty and contractual limits could cause counterparties to delay, terminate or renegotiate arrangements and prevent FOX from pursuing opportunities.
- NewRisks Related to the Roku Transaction
The market price of the Common Stock may decline as a result of the Merger
Roku-related costs, missed benefits, unfavorable financing, earnings shortfalls or newly issued Class A shares could reduce FOX’s stock price.
- NewRisks Related to the Roku Transaction
The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the Merger
Merger lawsuits could impose substantial costs, divert management resources or obtain an injunction blocking or delaying FOX’s acquisition of Roku.
- NewRisks Related to the Roku Transaction
The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the Merger
FOX may struggle to integrate Roku’s businesses, systems, employees and new lines of business or realize projected revenue and cost benefits.
- NewRisks Related to the Roku Transaction
FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operations
Debt incurred for the Roku merger could raise borrowing costs, constrain investment and shareholder returns, weaken flexibility and trigger credit-rating downgrades.
Dropped
- DroppedRisks Relating to Legal and Regulatory Matters
matters. The Company has incurred significant expenses defending against the defamation and disparagement matters described in Note 14, including the payment of approximately $800 million to settle the Dominion matter and a related lawsuit in April 2023
- DroppedRisks Related to the Company’s Separation from 21CF
indemnification from 21CF may not be sufficient to insure the Company against the full amount of liabilities that have been allocated to 21CF
- DroppedRisks Related to the Company’s Separation from 21CF
The Company could be liable for income taxes owed by 21CF
Reworded
- 81% rewrittenRisks Relating to Legal and Regulatory Matters
These provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company, even in the case where a majority of the stockholders may consider such proposals desirable
Ownership shifted from the Murdoch Family Trust to LGC Holdco, with approximately 38.8% of Class B shares and Lachlan K. Murdoch’s control over voting and disposition.
- 76% rewrittenRisks Relating to Legal and Regulatory Matters
Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures
The general litigation risk now specifically notes approximately $800 million paid to settle the Dominion matter and a related lawsuit in April 2023.
- 41% rewrittenRisks Related to Macroeconomic Conditions, Our Business and Our Industry
The Company operates in a rapidly evolving and highly competitive industry
No substantive change; the risk still concerns competition for content, talent, audiences, advertising and distribution, plus programming-rights costs.
- 38% rewrittenRisks Relating to Legal and Regulatory Matters
The failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming could materially adversely affect its businesses and results of operations, as could changes in FCC regulations governing the availability and use of satellite transmission spectrum
No substantive change; the satellite-distribution disruption risk is materially unchanged apart from minor punctuation edits.
- 25% rewrittenRisks Related to Macroeconomic Conditions, Our Business and Our Industry
Changes in consumer behavior and evolving technologies and distribution platforms and offerings continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations
The risk now expressly includes connected-TV devices and operating systems, gaming and other consoles alongside SVOD, AVOD and FAST services.
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Roku Transaction
- 01The Roku Transaction may not be completed or may be delayed if the closing conditions in the Merger Agreement are not satisfied, and the Merger Agreement may be terminated in accordance with its termsNew
- 02Entry into the Merger Agreement could have a variety of negative impacts on FOX and the market prices of the Common StockNew
- 03Business uncertainties and contractual restrictions on FOX while the Merger is pending could adversely affect FOX’s business and operationsNew
- 04The market price of the Common Stock may decline as a result of the MergerNew
- 05The Company or its Board of Directors may be the target of Merger-related lawsuits that result in substantial costs or delay or prevent the completion of the MergerNew
- 06The Company may be unable to successfully integrate the businesses of FOX and Roku and realize the anticipated benefits of the MergerNew
- 07FOX’s post-Merger indebtedness may have a significant negative impact on its business, financial condition or results of operationsNew
Risks Related to Macroeconomic Conditions, Our Business and Our Industry
- 08Changes in consumer behavior and evolving technologies and distribution platforms and offerings continue to challenge existing business models and may adversely affect the Company's business, financial condition or results of operations25% rewritten
- 09FOX’s advertising revenues have been, and may continue to be, adversely affected by factors such as changes in consumer behavior, advertising market conditions and deficiencies in audience measurement, and they vary substantially due to cyclical sports events and elections
- 10Because the Company derives a significant portion of its revenues from a limited number of distributors, the failure to enter into or renew affiliation and carriage agreements on favorable terms, or at all, could have a material adverse effect on the Company’s business, financial condition or results of operations
- 11If the number of subscribers to MVPD services continues to decline or such declines accelerate, the Company’s distribution and advertising revenues could be negatively affected
- 12The Company is exposed to risks associated with weak economic conditions and increased volatility and disruption in the financial markets
- 13The Company operates in a rapidly evolving and highly competitive industry41% rewritten
- 14Acceptance of the Company's content by the public is difficult to predict, which could lead to fluctuations in or adverse impacts on revenues
- 15Our business depends on the popularity of special sports events and the continued popularity of the sports leagues and teams for which we have programming rights
- 16The inability to renew programming rights, particularly sports programming rights, on sufficiently favorable terms, or at all, could cause the Company’s advertising and distribution revenues to decline significantly in any given period or in specific markets
- 17Damage to our brands, particularly the FOX brand, or our reputation could have a material adverse effect on our business, financial condition or results of operations
- 18Acquisitions, investments and other strategic initiatives present many risks, and we may not realize the financial and strategic goals we had contemplated, which could adversely affect our business, financial condition or results of operations
- 19The loss of key personnel, including talent, could disrupt the management or operations of the Company’s business and adversely affect its revenues
- 20Labor disputes may disrupt our operations and adversely affect the Company’s business, financial condition or results of operations
- 21The Company has recognized, and could continue to recognize, asset impairment charges for goodwill, intangible assets, programming and other assets and investments
Risks Relating to Cybersecurity, Piracy, Privacy and Data Protection
- 22The degradation, failure or misuse of the Company’s network and information systems and other technology could cause a disruption of services or improper disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue
- 23Technological developments may increase the threat of content piracy and signal theft and limit the Company’s ability to protect its intellectual property rights
- 24The Company is subject to complex laws, regulations, rules, industry standards and contractual obligations related to privacy and personal data protection, which are evolving, inconsistent and potentially costly
Risks Relating to Legal and Regulatory Matters
- 25Changes in laws and regulations, or the interpretation or enforcement thereof, may have an adverse effect on the Company’s business, financial condition or results of operations
- 26The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us
- 27The failure or destruction of satellites or transmitter facilities the Company depends on to distribute its programming could materially adversely affect its businesses and results of operations, as could changes in FCC regulations governing the availability and use of satellite transmission spectrum38% rewritten
- 28The Company could be subject to significant tax liabilities
- 29Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures76% rewritten
- 30Risks Relating to Our Ownership Structure Certain of the Company’s directors and significant stockholders may have actual or potential conflicts of interest because of their equity ownership in News Corp or because they also serve as directors of News Corp
- 31These provisions could discourage potential acquisition proposals and could delay or prevent a change in control of the Company, even in the case where a majority of the stockholders may consider such proposals desirable81% rewritten
Other Fox 10-Ks
- FY2025 10-K risk factors27 risks
Fox Corp faces significant risk from declining traditional MVPD subscribers, advertising volatility, and reliance on sports programming rights and distributor agreements. Litigation, particularly defamation claims such as the Dominion settlement and Smartmatic lawsuits, poses substantial financial and reputational threats.
Filed Aug 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.