Stockholders' Equity |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
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| Stockholders' Equity | STOCKHOLDERS’ EQUITY Stock Repurchase Program The Company’s Board of Directors (the “Board”) previously authorized a stock repurchase program under which the Company can repurchase $7 billion of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). In August 2025, the Board authorized incremental stock repurchases of an additional $5 billion of Common Stock. With this increase, the Company’s total stock repurchase authorization is now $12 billion. The program has no time limit and may be modified, suspended or discontinued at any time. The Company repurchased approximately 4 million shares of Class A Common Stock for approximately $250 million during the three months ended September 30, 2025. Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings. As of September 30, 2025, the Company’s remaining stock repurchase authorization was approximately $5.15 billion. Subsequent to September 30, 2025, the Company repurchased approximately 0.8 million shares of Class A Common Stock for approximately $50 million. Subsequent to September 30, 2025, the Company announced that it expects to enter into a $1.5 billion accelerated share repurchase transaction commencing on October 31, 2025 to repurchase $700 million of Class A Common Stock and $800 million of Class B Common Stock under the Company’s stock repurchase program. The Company anticipates completing the transaction during the second half of fiscal 2026. Stockholders Agreement On September 8, 2025, the Company entered into a new stockholders agreement (the “New Stockholders Agreement”) with LGC Holdco, LLC (“LGC Holdco”) and certain Murdoch family trusts (collectively, the “LGC Family Trusts”). In connection with this, the stockholders agreement between the Company and the Murdoch Family Trust (See Note 11—Stockholders’ Equity in the 2025 Form 10-K) was terminated. The New Stockholders Agreement limits the LGC Family Trusts and LGC Holdco from owning, collectively with certain Murdoch family members (the “Murdoch Individuals”), more than 44% of the outstanding voting power of the shares of Class B Common Stock and requires the LGC Family Trusts and LGC Holdco to forfeit votes to the extent necessary to ensure that the Murdoch Individuals, the LGC Family Trusts and LGC Holdco collectively do not exceed 44% of the outstanding voting power of the shares of Class B Common Stock, except where a Murdoch Individual votes their own shares differently from the others on any matter. In addition, the New Stockholders Agreement provides the Company with a right of first refusal with respect to any underwritten public offering of the shares of Class B Common Stock held by the LGC Family Trusts or LGC Holdco to anyone other than the Murdoch Individuals and their affiliates, subject to certain exceptions, and provides the LGC Family Trusts and LGC Holdco with certain customary registration rights. Dividends The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and Class B Common Stock:
The Company declared a semi-annual dividend of $0.28 per share on both the Class A Common Stock and the Class B Common Stock during the three months ended September 30, 2025, which was paid on September 24, 2025.
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