News Class B (NWS) Risk Analysis

The Company's Restated Certificate of Incorporation and Amended and Restated By-laws contain certain anti-takeover provisions that may make more difficult or expensive a tender offer, change in control or takeover attempt that is opposed by the Company's Board of Directors or certain stockholders holding a significant percentage of the voting power of the Company's outstanding voting stock. In particular, the Company's Restated Certificate of Incorporation and Amended and Restated By-laws provide for, among other things: - a dual class common equity capital structure, in which holders of Class A Common Stock can vote only in specific, limited circumstances;- a prohibition on stockholders taking any action by written consent without a meeting;- special stockholders' meeting to be called only by the Board of Directors, the Chair or a Vice or Deputy Chair of the Board of Directors, or, after first requesting that the Board of Directors fix a record date for such meeting, the holders of not less than 20% of the voting power of the Company's outstanding voting stock;- the requirement that stockholders give the Company advance notice to nominate candidates for election to the Board of Directors or to make stockholder proposals at a stockholders' meeting;- the requirement of an affirmative vote of at least 65% of the voting power of the Company's outstanding voting stock to amend or repeal its by-laws;- vacancies on the Board of Directors to be filled only by a majority vote of directors then in office;- certain restrictions on the transfer of the Company's shares; and - the Board of Directors to issue, without stockholder approval, Preferred Stock and Series Common Stock with such terms as the Board of Directors may determine. 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, if effective, desirable. In addition, all of the shares of Class A Common Stock and the majority of the shares of Class B Common Stock formerly held by the Murdoch Family Trust were transferred to LGC Holdco, a Delaware limited liability company owned by certain Murdoch family trusts (collectively, the "LGC Family Trusts"). LGC Holdco beneficially owns less than one percent of the Company's outstanding Class A Common Stock and approximately 34.52% of the Company's Class B Common Stock as of June 30, 2026. The voting and disposition of the shares of Class A Common Stock and Class B Common Stock held by LGC Holdco is, subject to certain limited exceptions, decided solely by a managing director of LGC Holdco's sole manager who is appointed, and may be replaced, by Lachlan K. Murdoch. As a result, Lachlan K. Murdoch may be deemed to be the beneficial owner of the shares owned by LGC Holdco. Lachlan K. Murdoch, however, disclaims beneficial ownership of such shares. This ownership concentration of Class B Common Stock and associated concentration of voting power could discourage third parties from making proposals involving an acquisition of the Company. Additionally, such ownership concentration increases the likelihood that proposals submitted for stockholder approval that are supported by LGC Holdco will be adopted and proposals that are not supported by LGC Holdco will not be adopted, whether or not such proposals to stockholders are also supported by the other holders of Class B Common Stock. LGC Holdco's interests may be different from, or conflict with, the interests of the Company's other stockholders and, as a result, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of the Company and may negatively affect the market price of its common stock. The Company's Board of Directors has authorized a $1 billion stock repurchase program for the Company's Class A and Class B Common Stock, which has increased and could in the future further increase the percentage of Class B Common Stock held by LGC Holdco. The Company has entered into a stockholders agreement with LGC Holdco and the LGC Family Trusts pursuant to which the parties have agreed not to take actions that would result in LGC Holdco and the LGC Family Trusts owning, collectively with K. Rupert Murdoch, Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch (the "Murdoch Individuals"), more than 44% of the outstanding voting power of the shares of Class B Common Stock (the "Ownership Threshold"). LGC Holdco and the LGC Family Trusts would forfeit votes to the extent necessary to ensure that they and the Murdoch Individuals collectively do not exceed the Ownership Threshold, except where a Murdoch Individual votes his or her own shares differently from the others on any matter.