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Date and Time

November 5, 2026, 10:00 a.m. (Eastern Standard Time)

Virtual Meeting Location

The 2026 Annual Meeting (the “Annual Meeting”) of News Corporation (the “Company”) will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2026.

Record Date

September 10, 2026

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The Board has adopted a Statement of Corporate Governance that sets forth the Company’s corporate governance guidelines and practices. The Statement of Corporate Governance addresses, among other things, the composition and functions of the Board and its committees, Director independence, Board membership criteria, Director compensation and equity ownership requirements and management evaluation and succession.

The Board has also adopted the Standards of Business Conduct, which are applicable to all Directors, officers and employees of the Company. The Standards of Business Conduct confirm the Company’s policy to conduct its affairs in compliance with all

applicable laws and regulations and observe the highest standards of business ethics.

The Statement of Corporate Governance, the Standards of Business Conduct and each of the Board committee charters, along with other corporate governance policies, are available on the Company’s website at www.newscorp.com under “Corporate Governance.”

If the Company waives the Standards of Business Conduct or amends certain of its provisions with respect to any executive officer or Director, it will post the amendment or waiver at the same location on its website, as required by applicable rules, within four business days following the amendment or waiver.

The Board believes that continual and transparent communication with our stockholders is a key component of strong corporate governance. The Board views stockholder outreach as an area of priority and oversees the Company’s engagement program, which includes a specific focus on corporate governance. Our independent Directors, including our Lead Director, also directly participate in certain engagements. In fiscal 2026, our outreach program included engagement with unaffiliated stockholders representing approximately 35% of the outstanding Class B Common Stock and approximately 60% of the outstanding Class A Common Stock.

The Board strongly values the feedback our stockholders have provided on a wide range of topics, including Board oversight of our business strategy, capital allocation, capital structure, corporate governance, Board composition, management succession planning, executive compensation, sustainability and the Company’s financial and operating performance. This input is shared with the Board and its relevant committees and informs the Company’s strategy and policies as we seek to build long-term value for our stockholders.

For example, in line with feedback received from stockholders, in fiscal 2026 the Company:

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focused on differentiating News Corp from some of our global peers, including by highlighting Dow Jones and the growth of its B2B businesses, and providing increased transparency through the Dow Jones investor briefing;

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continued transformation of the Company to increase the mix of digital and recurring revenues and reduce the reliance on advertising;

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increased focus on core growth engines, which account for the majority of profitability and have underpinned our strong financial performance;

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advanced content licensing partnerships by securing a landmark, multi-year agreement with Meta and expanding high-value data partnerships with OpenAI, Bloomberg and others and continued the embedding of AI to support and enhance operations throughout the Company;

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expanded our $1 billion stock repurchase program and accelerated the pace of buybacks by over four times the prior rate, which benefitted from the return of Foxtel shareholder loans;

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continued to improve credit rating metrics;

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delivered very strong free cash flow generation and strengthened the balance sheet;

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continued cost discipline initiatives across all business segments; and

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capped off a record financial performance on a continuing operations basis, including three consecutive years of double-digit profitability growth and margin expansion, outperforming many of our peers.

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All Directors are elected annually by our stockholders. In an uncontested election, each Director must be elected by a majority of the votes cast, meaning that the number of votes cast “For” a Director’s election must exceed the number of votes cast “Against” that Director’s election. In a contested election, each Director will be elected by a plurality of votes cast. Under our Statement of Corporate Governance, an

incumbent Director who does not receive a majority of votes cast in an uncontested election must submit his or her resignation to the Board within 10 days. Within 90 days of the date of the certification of the election results, the Board will determine, considering all factors it deems relevant (including those set forth in our Statement of Corporate Governance), whether to accept the resignation.

Our Statement of Corporate Governance requires that the Board be comprised of a majority of  “independent directors” in accordance with the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). The Board, upon the recommendation of the Nominating and Corporate Governance Committee, will review and determine the independence of each Director at least annually and at other times as appropriate. The Board considers all relevant facts and circumstances in making an independence determination as to each

Director, including but not limited to any relationships and transactions between the Director (and his or her immediate family members and affiliated entities) and the Company and its affiliates.

As a result of its review in August 2026, the Board affirmatively determined that Mmes. Bancroft and Pessoa and Messrs. Aznar and Siddiqui are independent under the standards set forth in Nasdaq listing rules.

The Board believes its independent oversight function is further enhanced by our Audit, Compensation and Nominating and Corporate Governance Committees being comprised entirely of independent Directors.

In addition, the independent Directors of the Board generally meet in executive session without management present at every regularly scheduled Board meeting and other times as appropriate. During fiscal 2026, the independent Directors met in executive session four times.

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Our Board leadership consists of our Chair, Chief Executive, independent Lead Director and strong committee chairs. Mr. Thomson, who serves as the Chief Executive and a Director, is considered an executive officer of the Company.

Our Statement of Corporate Governance provides that the Board is responsible for establishing and maintaining the most effective leadership structure for the Company.

To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chair of the Board shall be an independent member of the Board. However, if the Chair is not an independent Director, an independent Director shall be designated by a majority of the independent Directors of the Board to serve as Lead Director for a period of at least one year. Mr. Siddiqui, an independent Director, currently serves as our Lead Director.

Since stepping down from the Board and as Executive Chair of the Company as of November 15, 2023,

Mr. K. Rupert Murdoch has served as Chairman Emeritus. In this role, Mr. K.R. Murdoch serves as a consultant to the Board and/or committees of the Board and may attend Board and committee meetings, although his attendance does not count for quorum purposes, he is not able to vote at meetings and he does not have any of the responsibilities or liabilities of a Director, nor any of the other rights, powers or privileges of a Director.

The Board believes our current leadership structure is effective, provides independent Board leadership and serves the best interests of our stockholders at this time. The Board believes that this structure allows our Chief Executive to focus on his duties in managing the day-to-day operations of the Company, while benefiting from Mr. L.K. Murdoch’s invaluable knowledge and expertise regarding the Company’s businesses and strategies. In addition, the Board believes that the role of the Lead Director is structured with sufficient authority to serve as an effective counter-balance to management.

Masroor Siddiqui has served as Lead Director since November 2022. In recognition of his strong leadership and skills, the independent Directors re-elected Mr. Siddiqui as Lead Director in August 2026 to serve a term ending at the 2027 annual meeting of stockholders or until his successor is elected and qualified. Mr. Siddiqui has performed duties beyond the required duties set forth above, which included:

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serving in a leadership role among the independent Directors and regularly consulting them between meetings;

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regularly meeting with senior management, including to report feedback from the independent Directors; and

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meeting with unaffiliated holders of both Class A Common Stock and Class B Common Stock, and reporting feedback from these stockholders to the full Board.

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The Board reviews its leadership structure at least annually, taking into account the responsibilities of the leadership positions and the Directors qualified to

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hold such positions. In conducting this review, the Board considers, among other things: (i) our policies and practices that provide independent Board oversight, (ii) the effect a particular leadership structure may have on Company performance, (iii) the

structure that serves the best interests of our stockholders, and (iv) any relevant legislative or regulatory developments. The Board will continue to monitor the appropriateness of this leadership structure.

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Our Statement of Corporate Governance provides that Directors are expected to attend meetings of the Board and meetings of the Board committees on which they serve. During fiscal 2026, the Board held five meetings. Each of our current Directors attended at least 75% of the aggregate number of meetings of the Board and the committees

of the Board on which he or she served.

Directors are also encouraged to attend and participate in the Company’s annual meeting of stockholders. All six of the then-serving Directors attended the annual meeting of stockholders held by the Company in November 2025.

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Our Board sets the strategic vision for the Company. As part of this process, the Board reviews the Company’s long-term strategic plan at least annually and monitors implementation of the strategic plan throughout the year.

The Board generally discusses strategy at every regular meeting and occasionally holds sessions devoted entirely to strategy.

Risk management is primarily the responsibility of management; however, the Board oversees the Company’s processes for identifying, assessing and managing the significant risks facing the Company. The Board regularly reviews the Company’s significant risks and the responsibilities of management and the Board’s committees in assisting the Board in its risk oversight.

The Board does not view risk in isolation; it considers risks in making significant business decisions and as part of the Company’s overall business strategy. The Board uses various means to fulfill its oversight responsibility. The Board, and its committees, as appropriate, regularly receive and discuss periodic updates from the CEO, Chief Financial Officer (“CFO”), General Counsel and other members of senior management regarding significant risks to the Company, including in connection with its annual review of the Company’s business plan and its review of budgets, strategy and major transactions. These discussions include operational, strategic, legal, regulatory, financial, reputational, cybersecurity and health, safety and security risks, and the plans to address these risks. The Board also receives semi-annual reports on the Audit Committee’s work to continually monitor risk described below.

To assist the Board in its oversight of critical risks, the Company also undertakes a regular enterprise-wide, integrated risk assessment process culminating in semi-annual reports to the Audit Committee and the Board. The Corporate Audit Department continually monitors the risk profile of the Company and works with management at headquarters and the business units to conduct a risk assessment survey based on inputs from hundreds of employees throughout our businesses to identify, review and update an assessment of short-, intermediate- and long-term risks that the Company faces, in light of strategic priorities and industry and emerging trends. This process utilizes a heat map that consolidates key risks globally and identifies their probability and impact, and also identifies risk owners and steps taken by management to mitigate such risks based on their assessed impact and immediacy. These exercises inform the preparation of a risk-based audit plan to cover and address the effectiveness of control

activities in critical areas. The Executive Risk Committee, which is chaired by the CFO and also includes the General Counsel, Chief Technology Officer and Chief Human Resources Officer, reviews the risk profile assessment with the Corporate Audit Department generally at least twice a year, reviews material changes to the Company’s risk profile and reviews the Company’s risk mitigation processes.

Each of the Board’s standing committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to that committee and reports to the full Board as appropriate. In particular:

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The Audit Committee assists the Board in its oversight of risks that have a significant impact on the Company’s financial statements and is responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, including discussing with management the Company’s major financial, technology and cyber-related risk exposures and the steps that have been taken to monitor and control such exposures.

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The Audit Committee has primary responsibility for overseeing risks related to cybersecurity, data protection and privacy and AI. The Audit Committee generally receives reports at least quarterly from the Company’s Chief Technology Officer and Chief Information Security Officer, who lead our global cybersecurity organization with the support of designated business information security officers at our business units, on our cybersecurity program covering various topics, including incident reporting, review of the global cyber risk map and updates on the cybersecurity program and initiatives, employee training, technology solutions and other practices designed to minimize the risks associated with cybersecurity threats.

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The Audit Committee oversees the activities of the Company’s Compliance Steering Committee, including management of the

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Company’s Global Compliance Program. The Compliance Steering Committee is chaired by the Chief Compliance Officer, who reports to the General Counsel, and reports to the Audit Committee at least quarterly.

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The Compensation Committee monitors risks associated with the design and administration of the Company’s compensation programs, including an annual review and assessment of the Company’s compensation programs and practices, and risks associated with human capital management matters, including with respect to health, safety and security; workforce engagement and culture; and talent development, retention and

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succession planning. For more information, please see “Risks Related to Compensation Policies and Practices.”

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The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance, including the Board’s continued ability to provide independent oversight of management, and risks associated with sustainability and corporate responsibility matters, to the extent not the responsibility of other committees.

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The Board and its committees have full access to management, as well as the ability to engage advisors.

The Audit Committee generally has primary responsibility for overseeing risks related to AI. In August 2026, the Audit Committee established the AI Subcommittee to support the Audit Committee in its oversight of risks and opportunities related to AI, the use of AI throughout the Company and the impact of AI on the Company’s businesses. The AI Subcommittee comprises two or more members of the Audit Committee (which comprises entirely independent Directors) and is chaired by Ms. Pessoa. The AI Subcommittee generally reports to the Audit Committee following each of its meetings and to the full Board as needed.

The AI Subcommittee is responsible for reviewing and discussing the Company’s policies and practices with respect to AI-related risk assessment and risk

management, including the work of News Corp’s AI Governance Council, which comprises representatives from data strategy, data privacy, cybersecurity, legal, compliance, architecture, human resources, communications and strategy. The AI Governance Council has developed the Company’s Global AI Principles, which establish a framework to guide the responsible design, development, deployment, governance, integration, management, procurement, security and use of AI across its lifecycle at the Company. The Global AI Principles are designed to support consistent and trustworthy AI practices across the Company’s business units, while enabling innovation aligned with the Company’s values and responsibilities as a global media and information services organization.

Procedures for Approval of Related Person Transactions

The Audit Committee has established written procedures for the review of related person transactions. Pursuant to these procedures, the Audit Committee reviews and approves, ratifies or disapproves, as appropriate, transactions, arrangements or relationships in which the Company or any of its subsidiaries is a participant, the aggregate amount involved exceeds $120,000 and a Director, Director emeritus, Director nominee, executive officer, 5% holder of the Company’s voting stock or an immediate family member of any of the foregoing has a direct or indirect material interest.

When determining whether to approve or ratify a related person transaction, the Audit Committee shall

consider all relevant facts and circumstances, including, but not limited to: whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the business reasons for the transaction; whether the transaction would impair the independence of an independent Director; and whether the transaction would present an improper conflict of interest for any Director or executive officer of the Company, taking into account the nature of the transaction and the Director or executive officer’s interest in the transaction. The Audit Committee shall not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. No Director will participate in any discussion or approval of a related person transaction

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for which he or she (or an immediate family member) is a related person, except that such Director will provide all material information concerning the transaction to the Audit Committee.

Certain Relationships

All of the transactions described below were reviewed and approved or ratified by the Audit Committee or the Board.

News Corp Australia, a division of the Company, purchased advertising totaling approximately $400,000 in fiscal 2026 on an arms-length, ordinary course basis from NOVA Entertainment (“NOVA”), in which Mr. L.K. Murdoch, Chair of the Company, holds an indirect 100% interest. In addition, News Corp Australia, News24 (formerly Sky News Australia) and News UK, divisions of the Company, received advertising revenue on an arms-length, ordinary course basis from NOVA purchases and through production arrangements pursuant to which advertising revenue is shared with NOVA, totaling approximately $1.7 million in fiscal 2026.

During fiscal 2026, News Corp Australia, REA Group Limited (in which the Company owns a 62.0% interest) and NOVA were holders of equity interests

in ScaleUp MediaFund Trust (“ScaleUp”), a business that provides advertising to start-up companies in exchange for equity interests in such companies. ScaleUp’s terms provide for contributions in advertising space of: (i) from March 1, 2023 to December 31, 2026, up to $6 million AUD from News Corp Australia, $2.5 million AUD from REA Group and $3.5 million AUD from NOVA; (ii) from July 1, 2026 to June 30, 2029, $5.5 million AUD from News Corp Australia, $1.5 million AUD from REA Group and $4.5 million AUD from NOVA. The selection of prospective recipient start-up companies and campaigns is determined by a board comprising one director designated by each unitholder. Investment decisions are required to be made with the unanimous approval of the board.

As previously disclosed, in September 2025 certain trusts established for the benefit of certain beneficiaries of the Murdoch Family Trust (which Murdoch Family Trust held an aggregate of approximately 40.7% of the outstanding Class B Common Stock prior to the offering) completed the offering and sale of 14,071,293 shares of Class B Common Stock pursuant to a shelf registration statement, generating total gross proceeds of approximately $450 million to the selling stockholders.

Our Statement of Corporate Governance provides that the Board will review executive succession planning at least annually. The Compensation Committee reviews and assists with the development of CEO and other executive succession plans.

The CEO provides the Compensation Committee and the Board with an assessment of members of senior management and their succession potential. The Compensation Committee reports the results of these assessments to the Board.

The Lead Director and the Nominating and Corporate Governance Committee are responsible for overseeing an annual self-evaluation process for the Board that includes an assessment of, among other things, the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken. Each key standing committee of the Board evaluates its performance on an annual basis and reports to the Board on such evaluation.

This year’s self-evaluation process included a written questionnaire completed by each Director that covered a number of topics, including Board composition and structure, Board and committee responsibilities and effectiveness, Director engagement and performance (including individual Director performance), Board priorities and Board meetings and resources. In certain years, the process also includes individual interviews with the independent Directors. The results were discussed by the full Board, with management, and in an executive session of the independent Directors. In addition, each key standing committee conducted its own self-evaluation and reported on the same to the full Board.

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Board succession planning is an important area of focus for the Board. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.

The Nominating and Corporate Governance Committee develops criteria for filling vacant Board positions, taking into consideration such factors as it deems appropriate, including the candidate’s:

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education and background;

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leadership and ability to exercise sound judgment;

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general business experience and familiarity with the Company’s businesses and industries; and

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unique expertise or perspective that will be of value to the Company.

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Candidates should not have any interests that would materially impair their ability to exercise independent judgment or otherwise discharge the fiduciary duties of our Directors. All candidates must possess personal integrity and ethical character, and value and appreciate these qualities in others. It is expected that each Director will devote the necessary time to fulfill the duties of a Director. In this regard, the Nominating and Corporate Governance Committee will consider the number and nature of each Director’s other commitments, including other directorships.

From time to time, the Nominating and Corporate Governance Committee may engage independent third-party search firms and consultants as appropriate to help identify, screen and evaluate potential candidates.

The Nominating and Corporate Governance Committee seeks to promote through the nomination process diversity on the Board across a mix and range of dimensions, including background, experience, expertise, perspectives and viewpoints.

The composition of the Board reflects those efforts and the importance of diversity to the Board. The Board is currently 33% female, includes six Directors who are citizens of countries other than the United States and four Directors who self-identify as Asian, Hispanic/Latinx or two or more races/ethnicities, ranges in age from 46 to 73 and represents a diversity of backgrounds, perspectives and expertise.

After completing its evaluation of a potential Director nominee, the Nominating and Corporate Governance Committee will make a recommendation to the full Board, which makes the final determination whether to nominate or appoint the Director nominee.

In order to help ensure that Directors have sufficient time to fulfill their duties as a director, the Board has adopted a Director overboarding policy. Under such policy, unless approved by the Board, the Chair of the Board may not be a member of the board of directors of more than two other public companies and other members of the Board may not be a member of the board of directors of more than four other public companies. The Nominating and Corporate Governance Committee evaluates compliance with this policy at least annually as part of the director re-nomination process. All of the current Board members are in compliance with the Company’s overboarding policy.

Stockholders may recommend Director candidates for consideration by the Nominating and Corporate Governance Committee by submitting their names and appropriate background and biographical information in writing to the attention of the Corporate Secretary at News Corporation, 1211 Avenue of the Americas, New York, New York 10036. Director candidates recommended by stockholders should meet the Director qualifications set forth under the heading “Board Membership Criteria” in the Statement of Corporate Governance. Director candidates

recommended by stockholders who meet these Director qualifications will be considered by the Chair of the Nominating and Corporate Governance Committee, who will present the information on the candidate to the entire Nominating and Corporate Governance Committee. All Director candidates recommended by stockholders will be considered by the Nominating and Corporate Governance Committee in the same manner as any other candidate.

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Stockholders and other persons interested in communicating with any Director, any committee of the Board or the Board as a whole may do so by submitting such communication in writing and sending it by mail to the attention of the appropriate party or to the attention of our Lead Director at News Corporation, 1211 Avenue of the Americas, New York, New York 10036 or by email to LeadDirector@newscorp.com.

Pursuant to the process established by the Nominating and Corporate Governance Committee for handling all communications received by the Company and addressed to the Board, the Corporate Secretary reviews and forwards such communications as appropriate.

Certain items that are unrelated to the duties and responsibilities of the Board (such as business solicitation or advertisements; product-related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; and spam and unduly hostile, threatening, potentially illegal or similarly unsuitable communications) will not be forwarded. Concerns relating to accounting, internal controls, auditing matters or securities laws matters are immediately brought to the attention of the corporate audit department and handled in accordance with the procedures established by the Audit Committee with respect to such matters.

Institutional Shareholder Services (“ISS”) Recommendation Regarding LGC Holdco Pledge

As previously disclosed, the Company was informed in September 2025 of the resolution of litigation related to the Murdoch Family Trust and a transaction through which a new entity, LGC Holdco, LLC (“LGC Holdco”), acquired additional Company shares from certain departing beneficiaries of the Murdoch Family Trust. LGC Holdco is an entity outside of the control of the Company that is managed solely by an entity named Cruden 2, LLC (“Cruden 2”) and owned equally by trusts associated with Lachlan, Grace and Chloe Murdoch. The transaction was funded, in part, by new capital investments from Lachlan, Grace and Chloe Murdoch as individuals, and by LGC Holdco with a collateralized loan where LGC Holdco pledged 30,404,378 shares of Class B Common Stock (the “LGC Holdco Pledge”). These shares were acquired in the transaction and not issued to Lachlan, Grace or Chloe Murdoch by the Company as compensation, and the decision to pledge the shares was made by the managing directors of the Cruden 2 board. The Company had no ability to influence or direct this decision, and Lachlan Murdoch, in his individual capacity, did not have a controlling vote regarding the decision.

In connection with the Company’s 2025 annual meeting of stockholders, ISS recommended a vote against the members of the Compensation Committee as a result of the LGC Holdco Pledge. In response, the Company filed comprehensive Supplemental Proxy Materials with the SEC on November 4, 2025 (“2025 Supplemental Proxy Materials”) demonstrating clearly ISS’s misunderstanding and/or misinterpretation of the facts and circumstances

surrounding the LGC Holdco Pledge. ISS nonetheless maintained its flawed and formulaic approach and each member of the Compensation Committee received overwhelming support by the stockholders at the 2025 annual meeting.

The Company continues to believe that ISS’s recommendation was deeply and fundamentally flawed and the Company’s senior management have undertaken engagement with ISS since then. During such engagement, the Company provided a detailed analysis demonstrating that the LGC Holdco Pledge materially differs from the types of stock pledges that raise concerns under ISS’s policies and redirected ISS to the 2025 Supplemental Proxy Materials. Separately, the Company reached out to and engaged with a number of investors, many of whom expressed an understanding that the LGC Holdco Pledge was an integral part of the resolution.

Because the Company was not a participant in the LGC Holdco Pledge, but understands from LGC Holdco that the pledge will remain in place for the foreseeable future, the Company reiterates the points made in the 2025 Supplemental Proxy Materials, which are further clarified below:

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LGC Holdco Pledge is Not a Director Pledge. The LGC Holdco Pledge was effectuated by LGC Holdco, a standalone legal entity, under the direction of Cruden 2’s managing directors and not by Lachlan Murdoch, the Company’s non-executive Chair, in an individual capacity. Although the authority to make decisions with respect to the voting and disposition of the Company shares held by LGC Holdco is (subject to certain exceptions) decided solely

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by the managing director of Cruden 2 appointed by Lachlan Murdoch, Mr. Murdoch does not control LGC Holdco. Lachlan Murdoch could not, on his own, have entered into the LGC Holdco Pledge, nor can he unwind it. Mr. Murdoch’s managing director at Cruden 2 has only one of three votes in most decisions involving LGC Holdco, including with respect to the LGC Holdco Pledge.

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The Amount of the Pledge Attributable to Lachlan Murdoch is Materially Smaller than ISS Suggests. LGC Holdco is owned equally by trusts established for the benefit of Lachlan, Grace and Chloe Murdoch, of which trusts associated with Mr. Murdoch represent only a one-third interest. As such, even if these were personal pledges by Lachlan, Grace and Chloe Murdoch, only one-third of the pledge could be ascribed to Lachlan’s interests at all.

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Pledge Used to Increase Ownership, Not Hedge Risk. The LGC Holdco Pledge was entered into to facilitate the acquisition of additional shares on behalf of Lachlan, Chloe and Grace Murdoch. This stands in contrast to traditional pledges by an executive or director, which typically raise governance concerns because they hedge against perceived overexposure to a

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company’s common stock. As such, if anything, the LGC Holdco Pledge only facilitated a transaction that further aligned LGC Holdco’s, and, as a result Lachlan Murdoch’s, incentives with those of the Company’s stockholders by increasing the percentage of Mr. Murdoch’s assets that are held in Company stock.

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No Company Involvement. The Company was not a participant in the loan transaction and the LGC Holdco Pledge is entirely external and does not impact the Company’s business or financial operations.

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No Link to Executive or Director Compensation. The pledged shares of Class B common stock were not acquired through any Company equity compensation plan grants. They represent pre-existing ownership in the Company and are not shares tied to executive incentives or performance or Board service.

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Financial Capacity to Repay. The Company has been informed that the trusts associated with Lachlan, Grace and Chloe Murdoch have the financial capacity to repay the loan independently and without recourse to the pledged shares.

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The Audit Committee has selected Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending June 30, 2027. E&Y has audited the books and records of the Company since the Company’s inception in 2013. In order to provide for continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of our independent registered public accounting firm. Further, in connection with the mandated rotation of our independent registered public accounting firm’s lead engagement partner, the Audit Committee is directly involved in the periodic selection of the independent registered public accounting firm’s lead engagement partner. As previously disclosed, on June 12, 2026, upon the completion of an evaluation process in consideration of a potential audit firm rotation, the Audit Committee selected Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2028, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter. Please see “—Rotation of Independent Registered Public Accounting Firm” below.

The Audit Committee believes that the continued engagement of E&Y for the fiscal year ending June 30, 2027 is in the best interests of the Company and its stockholders and will help facilitate the planned change for the fiscal year ending June 30, 2028, and is submitting the appointment of E&Y to the stockholders for ratification as a matter of good corporate governance. If this appointment is not ratified by our stockholders, the Audit Committee will reconsider its decision. A representative of E&Y is expected to be present at the Annual Meeting. He or she will have an opportunity to make a statement and will be available to respond to appropriate questions.

Approval of the ratification of the selection of E&Y as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 requires the affirmative vote of a majority of the votes cast by the holders represented and entitled to vote thereon. Stockholders may vote “For,” “Against,” or “Abstain” with respect to Proposal 2. See “Information About the Annual Meeting—Voting Instructions and Information—What votes are required to approve each of the proposals?” for information with respect to the effect of abstentions and broker non-votes, if any.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed E&Y to perform audit and other permissible non-audit services for the Company and its subsidiaries. The Company has formal procedures in place for the pre-approval by the Audit Committee of all services provided by E&Y.

These pre-approval procedures are described below under “—Audit Committee Pre-Approval Policies and Procedures.”

The description of the fees for the services rendered to the Company and its subsidiaries by E&Y for fiscal 2026 and fiscal 2025 is set forth below.

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As previously disclosed, on June 12, 2026, upon the completion of an evaluation process in consideration of a potential audit firm rotation, the Audit Committee selected Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2028, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter. E&Y, the Company’s current independent registered public accounting firm, will continue in this capacity for the fiscal year ending June 30, 2027. As a result, E&Y will be dismissed as the Company’s independent registered public accounting firm, effective upon completion of the audit for the fiscal year ending June 30, 2027.

E&Y’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2026 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2025 and June 30, 2026 and the subsequent interim period, there were: (i) no “disagreements” within the meaning

of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended June 30, 2025 and June 30, 2026 and the subsequent interim period, neither the Company nor anyone on its behalf has consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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The Audit Committee has established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s policy provides for pre-approval of audit, audit-related, tax and certain other services specifically described by the Audit Committee on an annual basis. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be separately approved. The policy also provides that the Audit Committee can delegate pre-approval authority to any member of the Audit Committee provided that the decision to pre-approve is communicated to the full Audit Committee at its next meeting. The Audit

Committee has delegated this responsibility to the Chair of the Audit Committee. Management has also implemented internal procedures to ensure compliance with this policy. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

As required by the Sarbanes-Oxley Act, all audit and non-audit services provided in fiscal 2026 and 2025 have been pre-approved by the Audit Committee in accordance with these policies and procedures. The Audit Committee also reviewed the non-audit services provided by E&Y during fiscal 2026 and 2025, and determined that the provision of such non-audit services was compatible with maintaining the auditor’s independence.

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The following Report of the Audit Committee shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed.

In accordance with its written charter, the Audit Committee, which consists entirely of independent Directors under the heightened independence standards applicable to audit committee members, assists the Board in its oversight of  (i) the Company’s accounting and financial reporting processes and systems of internal control, including the audits of the Company’s financial statements and the integrity of financial statements, (ii) the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s corporate auditors and corporate audit function, (iii) the Company’s compliance with legal and regulatory requirements involving financial, accounting and internal control matters, (iv) investigations into complaints concerning financial matters, (v) risks that have a significant impact on the Company’s financial statements, and the Company’s policies and practices with respect to risk assessment and risk management, (vi) the Company’s ongoing Global Compliance Program and activities of the Company’s Compliance Steering Committee and (vii) the review, approval and ratification of transactions with related persons. The Audit Committee is directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm. The Audit Committee provides an avenue of communication among management, the independent registered public accounting firm, the corporate auditors and the Board. Management has the primary responsibility for the preparation of the Company’s financial statements and the reporting process, including the systems of internal control over financial reporting. The independent registered public accounting firm has the responsibility for the audit of those financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

In discharging its oversight responsibility as to the audit process, the Audit Committee (i) obtained from the independent registered public accounting firm a formal written statement describing all relationships between the independent registered public accounting firm, the Company and individuals in financial reporting oversight roles at the Company that might bear on the independent registered public accounting firm’s independence and affirming its independence consistent with applicable requirements of the Public Company Accounting Oversight Board

(the “PCAOB”) regarding the independent accountant’s communications with the Audit Committee concerning independence, (ii) discussed with the independent registered public accounting firm, which documented the discussion, any relationships that may impact the firm’s objectivity and independence and (iii) considered whether the non-audit services provided to the Company by the independent registered public accounting firm are compatible with maintaining such firm’s independence. The Audit Committee reviewed with both the independent registered public accounting firm and the corporate auditors their identification of audit risks, audit plans and audit scope. The Audit Committee discussed with management, the independent registered public accounting firm and the corporate auditors the corporate audit function’s organization, responsibilities, budget and staffing.

The Audit Committee also discussed and reviewed with the independent registered public accounting firm all matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee met with each of the independent registered public accounting firm and the corporate auditors, both with management present and in private sessions without management present, to discuss and review the results of the independent registered public accounting firm’s audit of the financial statements, including the independent registered public accounting firm’s evaluation of the accounting principles, practices and judgments applied by management, the results of the corporate audit activities and the quality and adequacy of the Company’s internal controls.

The Audit Committee discussed the interim financial information contained in each of the quarterly earnings announcements with Company management and the independent registered public accounting firm. The Audit Committee also reviewed and discussed the audited financial statements of the Company as of and for the fiscal year ended June 30, 2026 with management and the independent registered public accounting firm.

At its meetings every quarter, the Audit Committee met with members of management, the independent registered public accounting firm and the corporate auditors to review the fiscal 2026 certifications provided by the CEO and the CFO under the Sarbanes-Oxley Act, the rules and regulations of the SEC and the overall certification process. At these meetings, management reviewed with the Audit Committee each of the Sarbanes-Oxley Act certification requirements including whether there were any (i) significant deficiencies or material weaknesses in the design or operation of internal control over

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financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

The Audit Committee received reports from the Company’s General Counsel and Chief Compliance Officer and the corporate auditors regarding the Company’s policies, processes and procedures relating to compliance with News Corporation’s Global Anti-Bribery and Anti-Corruption Policy and the activities of the Company’s Compliance Steering Committee.

Based on the above-mentioned review and discussions with management, the independent registered public accounting firm and the corporate auditors, the Audit Committee recommended to the Board that the Company’s audited financial

statements be included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, for filing with the SEC.

The Audit Committee also appointed E&Y as the Company’s independent registered public accounting firm for fiscal 2027, and the Board concurred in such appointment.

As previously disclosed, on June 12, 2026, upon the completion of an evaluation process in consideration of a potential audit firm rotation, the Audit Committee selected Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2028, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter.

THE AUDIT COMMITTEE:

Masroor Siddiqui (Chair)
José María Aznar
Ana Paula Pessoa

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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that the Company provide our stockholders with the opportunity to approve, on an advisory, nonbinding basis, the compensation of our named executive officers, or NEOs, as disclosed in this proxy statement in accordance with the rules of the SEC.

As described in detail in the “Compensation Discussion and Analysis,” the Compensation Committee seeks to closely align the interests of our NEOs with those of the Company’s stockholders. The Company’s executive compensation program and practices are designed to drive Company performance, support growth for stockholders and attract, retain and motivate the top executive talent necessary for the Company’s success. The compensation framework designed by the Company emphasizes a pay-for-performance model, a focus on long-term growth and diversified performance metrics. The Compensation Committee believes that our compensation framework effectively aligns pay with individual and Company performance as further described beginning on page 37 under the heading “Aligning Compensation with Company Performance.” In addition, as described beginning on page 36 under the heading “Total Direct Compensation,” the compensation framework places a significant majority of the NEOs’ total direct compensation “at risk” and dependent upon performance, with a significant portion of total direct compensation tied to the Company’s long-term results and future stock price performance. The Company has also implemented a number of executive compensation practices, as described on page 38, which the Compensation Committee considers to be effective at driving performance and supporting long-term growth for our stockholders.

The Board recommends that stockholders indicate their support for the Company’s compensation of its NEOs. The vote on this resolution, commonly

known as a “say-on-pay” resolution, is not intended to address any specific element of compensation but rather the overall NEO compensation program as described in this proxy statement. Although this vote is advisory and not binding on the Company or the Board, the Compensation Committee, which is responsible for developing and administering the Company’s executive compensation philosophy and program, will consider the results as part of its ongoing review of the Company’s executive compensation program.

Accordingly, we ask our stockholders to vote to approve the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the “Compensation Discussion and Analysis,” the “Summary Compensation Table” and the other related tables and disclosure.”

The Board of Directors has adopted a policy providing for annual say-on-pay advisory votes. Unless the Board of Directors modifies its policy on the frequency of holding say-on-pay advisory votes, including after consideration of the results of Proposal 4, the next say-on-pay advisory vote following the 2026 Annual Meeting will occur in 2027.

Approval of the advisory vote on the approval of the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the votes cast by holders represented and entitled to vote thereon. Stockholders may vote “For,” “Against,” or “Abstain” with respect to this proposal. See “Information About the Annual Meeting—​Voting Instructions and Information—What votes are required to approve each of the proposals?” for information with respect to the effect of abstentions and broker non-votes, if any.

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As described in “Proposal 3: Advisory Vote to Approve the Compensation of the Named Executive Officers,” the Dodd-Frank Act and Section 14A of the Exchange Act require that the Company provide our stockholders with an advisory say-on-pay resolution. The Dodd-Frank Act and Section 14A of the Exchange Act also require that the Company provide our stockholders the opportunity to vote, on an advisory, nonbinding basis, as to how frequently we should seek future advisory say-on-pay votes. By voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two or three years. Stockholders may instead abstain from casting a vote on this proposal.

The Board has determined that an advisory vote to approve executive compensation that occurs once every year remains the most appropriate alternative for the Company. In reaching this recommendation, the Board considered that holding an annual advisory vote to approve executive compensation allows stockholders to provide direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement each year. An annual advisory vote also provides the Compensation Committee with the opportunity to evaluate its compensation decisions considering timely feedback provided by stockholders. In addition, the Board recognizes that an annual advisory vote to approve executive compensation is consistent with the Company’s policy of facilitating communications of stockholders with the Board and its various committees, including the Compensation Committee.

The vote on this proposal is not intended to approve or disapprove the recommendation of the Board. Although the Board intends to carefully consider the voting results of this proposal, the vote is advisory and not binding on the Company or the Board. The Board may decide that it is in the best interests of stockholders and the Company to hold an advisory vote to approve executive compensation more or less frequently than the frequency preferred by stockholders.

Approval of the advisory vote on the frequency of future advisory votes to approve executive compensation requires the affirmative vote of a majority of the votes cast by holders represented and entitled to vote thereon. Stockholders may vote on their preferred voting frequency by choosing the option of  “1 year,” “2 years” or “3 years” or may “Abstain” from voting. Because this proposal has four choices, it is possible that no choice will receive a majority of the votes cast. If a majority of the votes cast do not favor one of the three frequencies, the frequency that receives the most votes will be considered by us to be the frequency recommended by stockholders. See “Information About the Annual Meeting—Voting Instructions and Information—What votes are required to approve each of the proposals?” for information with respect to the effect of abstentions and broker non-votes, if any.

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Information concerning Mr. Thomson can be found under “Proposal 1: Election of Directors.”

Lavanya Chandrashekar—Ms. Chandrashekar has served as the Company’s CFO since January 1, 2025. Ms. Chandrashekar previously served as Chief Financial Officer of Diageo plc, a global beverage alcohol company, from 2021 to September 2024, after serving as Global Head of Investor Relations from 2020 to 2021 and Chief Financial Officer, Diageo North America from 2018 to 2021. She has also held senior finance positions at the Procter & Gamble Company and Mondelēz International, Inc.

David B. Pitofsky—Mr. Pitofsky has served as the Company’s General Counsel since 2015. He also served as the Company’s Chief Compliance Officer from 2015 to 2023. Mr. Pitofsky served as a Deputy General Counsel for the Company from 2013 until 2015 and as the Company’s Deputy Chief Compliance Officer from 2013 until 2015. Mr. Pitofsky was previously a partner at Goodwin Procter LLP, a law firm, from 2005 to 2013. From 1996 to 2005,

Mr. Pitofsky was an Assistant U.S. Attorney in the Eastern District of New York, rising to the level of Deputy Chief of the Criminal Division.

Julian Delany—Mr. Delany has served as the Company’s Chief Technology Officer since June 30, 2025. He most recently served as Chief Technology Officer of News Corp Australia, a division of the Company, from 2020 to June 2025. Since joining News Corp Australia in 2012, he has also served as Managing Director of the company’s digital news, food and lifestyle network from 2015 to 2020 and General Manager of news.com.au, a digital-first newsroom, from 2012 to 2015. His prior experience also includes management roles at The Weather Channel.

Ruth Allen—Ms. Allen has served as the Company’s Chief Human Resources Officer since 2022. She previously served as Chief People Officer of News Corp Australia, a division of the Company, from 2018 to 2022. Her prior experience includes roles in human resources and learning and organizational development at Origin Energy, Thiess and Telstra.

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Stockholder Feedback Informs the Executive Compensation Program

The Compensation Committee highly values stockholder input and is responsible for overseeing regular engagement and communications with our stockholders regarding our executive compensation program. The Compensation Committee carefully considers and incorporates feedback from stockholders into the Committee’s decision-making.

The Board views stockholder engagement as an area of priority and oversees the Company’s corporate governance engagement program, which includes discussion of executive compensation. In fiscal 2026, our outreach program included engagement with unaffiliated stockholders representing approximately 35% of the outstanding Class B Common Stock and approximately 60% of the outstanding Class A Common Stock. For more detail on the Company’s active stockholder outreach program, please refer to “Corporate Governance Matters—Stockholder Engagement.” Stockholders are invited to express

their views to the Compensation Committee through the procedures described under “Corporate Governance Matters—Communicating with the Board.”

The annual say-on-pay advisory vote to approve the compensation of our NEOs also provides stockholders with an opportunity to communicate their views on our executive compensation program. At our 2025 annual meeting of stockholders, stockholders demonstrated their support of our executive compensation program with approximately 88.8% of the votes cast in favor of our advisory proposal to approve the compensation of our NEOs.

Upon consideration of the high percentage of votes cast in support of our say-on-pay proposal, along with additional feedback from engagement with stockholders and other considerations, the Compensation Committee determined to maintain the same general structure of our executive compensation program for fiscal 2026.

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Mr. Thomson’s fiscal 2026 Total Direct Compensation was approximately 84% “at risk.” Mr. Thomson’s base salary has remained unchanged since July 2018 at $3,000,000, as has his target annual cash incentive at $5,000,000. Increases to Mr. Thomson’s Total Direct Compensation from July 2018 to date have been solely in the form of his target long-term equity incentive, which is “at risk” for both Company financial performance and stock price; it was increased by $1,000,000, $2,000,000 and $1,500,000 for fiscal 2020, fiscal 2023 and fiscal 2025, respectively. Pursuant to the terms of his employment agreement with the Company, dated June 20, 2025, at least $1,000,000 of Mr. Thomson’s annual long-term equity incentive target each year is earned solely based on the Company’s relative total stockholder return performance.

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Aligning Compensation with Company Performance

The Compensation Committee is responsible for overseeing the Company’s executive compensation framework, which is designed to support Company performance, advance the execution of Company strategy and reward sustained value creation and responsible risk-taking.

Fiscal 2026 performance highlights include:

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Fiscal 2026 full year revenues were $9.03 billion, a 7% increase compared to $8.45 billion in the prior year, driven by higher revenues at the Company’s core growth engines: the Digital Real Estate Services, Dow Jones and Book Publishing segments.

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Net income from continuing operations of $743 million increased 15% compared to $648 million in the prior year.

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Total Segment EBITDA* was $1.63 billion, a 15% increase compared to $1.42 billion in the prior year.

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Net cash provided by operating activities from continuing operations increased 26% to $1.24 billion and free cash flow* increased 42% to $811 million.

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The Company accelerated the pace of its stock repurchases to $643 million for fiscal 2026, over four times the prior year’s rate.

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Dow Jones revenues increased 7% to $2.50 billion, driven by growth of 16% at Dow Jones Risk & Compliance and 8% at Dow Jones Energy and higher digital circulation and content licensing revenues.

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REA Group revenues increased 12% to $1.41 billion, driven by higher Australian residential revenues.

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Move revenues increased 11% to $610 million, driven by the shift in focus to more premium offerings and improved audience share.

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Book Publishing revenues increased 6%, driven by higher physical and digital book sales, including strong performance from Rachel Reid’s Game Changers titles and strength in Christian Publishing.

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In conjunction with the Board’s approval of the annual budget at the beginning of fiscal 2026, the Compensation Committee approved a financial target for the fiscal 2026 annual cash incentives, setting the midpoint of the target range for adjusted** Total Segment EBITDA at $1.548 billion, based on the Company’s annual budget and strategic plan. The Company achieved adjusted Total Segment EBITDA of  $1.568 billion, resulting in a calculated 100.0% payout of the quantitative portion of the award. The Compensation Committee also evaluated each NEO’s achievements and contributions during fiscal 2026 to determine payouts of the qualitative portion of each NEO’s award ranging from 160% to 170%.

For the fiscal 2024–2026 PSUs, the Compensation Committee approved performance targets in conjunction with the Company’s long-range plan, setting the midpoints of the target ranges for cumulative adjusted** earnings per share (“EPS”) and cumulative adjusted** free cash flow (“FCF”) at $2.29 and $2.218 billion, respectively, and the target for total stockholder return (“TSR”) relative to the individual companies comprising the S&P 1500 Media Index at the 50th percentile. The Company achieved $2.76, $2.530 billion and the 73.3rd percentile, respectively, during the performance period, resulting in a 132.9% overall payout for the fiscal 2024–2026 PSUs. For more information, please see “—Named Executive Officer Compensation—Payout of Fiscal 2024–2026 PSUs.”

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How Executive Compensation Decisions Are Made

The Compensation Committee reviews each NEO’s compensation terms at the beginning of the fiscal year, taking into account relevant factors including the nature and scope of the NEO’s role and responsibilities, leadership and management experience, individual contributions, Company performance, achievement of strategic objectives, market compensation levels and industry and geographic considerations (as further described below under “—Comparative Market Data and Industry Trends”), retention considerations, the terms of the NEO’s employment agreement, tenure, prior compensation and internal pay parity. The Compensation Committee also considers feedback from stockholders gathered through regular engagement and the results of the annual say-on-pay vote.

NEOs do not participate in the Compensation Committee’s deliberations or decisions regarding their own compensation. Management and the Compensation Committee’s independent compensation consultant assist the Compensation Committee in determining NEO compensation by providing data, analyses and recommendations. In addition, the CEO presents individual pay recommendations to the Compensation Committee for the other NEOs. These recommendations are based on the CEO’s assessments of individual contributions, achievement of performance objectives and other factors. Following such review, the Compensation Committee approves the compensation terms for all NEOs other than the CEO, whose compensation terms are approved by the Board after considering the recommendation of the Compensation Committee.

Role of the Independent Compensation Consultant

During fiscal 2026, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent compensation consultant. FW Cook serves as an objective third-party advisor to the Compensation Committee on compensation matters, assessing the reasonableness of compensation levels as compared to those of similarly situated companies and evaluating the effectiveness of the executive compensation program in supporting the Company’s strategic objectives. FW Cook reports directly to the Compensation Committee, which may replace the consultant or hire additional consultants at any time. In fiscal 2026, FW Cook supported the Compensation Committee by (i) attending Compensation Committee meetings; (ii) providing advice on the Company’s executive and Non-Executive Director compensation programs, incentive plan designs and compensation governance policies; (iii) making recommendations regarding the formulation of our peer group; (iv) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies; (v) evaluating the relationship between NEO pay and Company performance; and (vi) assisting the Company in preparing compensation-related materials and disclosure as requested by the Compensation Committee. FW Cook provided no other services to the Company.

In June 2026, the Compensation Committee considered FW Cook’s independence and the existence of potential conflicts of interest with FW Cook, including by considering the factors prescribed by Nasdaq listing rules and SEC rules. Based on such evaluation, the Compensation Committee determined that no conflict of interest exists.

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Base Salary

The Compensation Committee, in conjunction with its independent compensation consultant, annually

reviews the NEOs’ base salaries and makes appropriate adjustments subject to the terms of individual employment agreements. Mr. Thomson’s base salary has remained unchanged since fiscal 2019.

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Performance-Based Incentive Compensation

Consistent with the Company’s pay-for-performance philosophy, and to promote alignment with stockholders’ interests, the majority of each NEO’s compensation is paid via two performance-based incentive components: the annual cash incentive and the long-term equity incentive, awarded in the form of PSUs and RSUs. The Compensation Committee selects the performance metrics and sets the performance targets for both incentive components at the start of each performance period following the Board’s review of the Company’s annual budget and strategic plan. Performance targets are designed to be challenging yet reasonably achievable, in order to incentivize superior performance while maintaining focus on the Company’s long-term growth.

Fiscal 2026 Annual Cash Incentives

The Compensation Committee approved a framework for the NEOs’ annual cash incentives for fiscal 2026 that included a mix of quantitative and qualitative factors designed to support the achievement of critical operating goals of the Company’s businesses, while also recognizing and rewarding the NEOs’ individual contributions.

Annual cash incentive awards are based two-thirds on the achievement of adjusted Total Segment

EBITDA, and one-third on a qualitative assessment of individual performance. Adjusted Total Segment EBITDA was retained as the financial performance metric because it is a key measure of Company profitability for which the NEOs have direct responsibility.

In determining the qualitative portion of the annual cash incentive, the Compensation Committee considers each NEO’s individual contributions toward the strategic leadership of the Company. The Compensation Committee also considered, in determining whether any reduction to the fiscal 2026 annual cash incentive was warranted:

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management’s performance on ethics and compliance objectives, based on a recommendation from the Audit Committee; and

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management’s performance on other sustainability and corporate responsibility goals, based on a report from the Nominating and Corporate Governance Committee, which considered achievements in the categories of sustainability and corporate responsibility governance and communications, environmental sustainability, human capital and philanthropy.

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