Fox Corp

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

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.