FOX CORPORATION ANNOUNCES PRICING OF SECONDARY OFFERING OF CLASS B COMMON STOCK

Rhea-AI Summary

Fox Corporation (Nasdaq: FOXA, FOX) has announced the pricing of a secondary public offering of 16,835,016 shares of Class B common stock at $54.25 per share. The offering is being conducted by trusts established for the benefit of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch, along with their descendants and charitable organizations.

Morgan Stanley is serving as the sole underwriter for the offering. Notably, Fox Corporation will not receive any proceeds from this offering, as all proceeds will go to the selling stockholders. The completion of the offering remains subject to market conditions and other factors.

Positive

• None.

Negative

• Significant insider stock sale of 16.8M shares could signal reduced confidence from Murdoch family members
• Large secondary offering may create temporary selling pressure on the stock

Insights

Securities Market Analyst

Murdoch family members selling $913M worth of Fox Class B voting shares in a secondary offering that won't benefit the company.

This secondary offering represents a significant disposal of 16,835,016 Class B shares by trusts established for Murdoch family members Prudence MacLeod, Elisabeth Murdoch, and James Murdoch. At the offering price of $54.25 per share, the total transaction value amounts to approximately $913 million.

What makes this particularly noteworthy is that Class B shares carry voting rights at Fox Corporation, unlike the more widely traded Class A shares. This transaction potentially signals a meaningful reduction in voting control by these specific Murdoch family members, though the press release doesn't specify what percentage of outstanding Class B shares this represents or how it might affect overall family control.

It's important to understand that Fox Corporation itself isn't selling any shares and won't receive any proceeds from this offering. Morgan Stanley is handling the transaction as the sole underwriter. While the offering has been priced, it remains subject to market conditions and hasn't yet been completed.

The motivation behind this substantial share sale isn't disclosed in the announcement. However, such significant insider selling can sometimes raise questions about long-term confidence in the company's prospects or may simply represent portfolio diversification or liquidity needs by these family members.

NEW YORK and LOS ANGELES, Sept. 8, 2025 /PRNewswire/ -- Fox Corporation ("FOX" or the "Company") (Nasdaq: FOXA, FOX) today announced the pricing of the previously announced underwritten public offering (the "Offering") by trusts established for the benefit of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations (the "Selling Stockholders") of 16,835,016 shares of FOX's Class B common stock, par value $0.01 per share (the "Class B common stock"), at a price to the public of $54.25 per share.

The Selling Stockholders will receive all of the proceeds from the Offering. The Company is not selling any shares of Class B common stock in the Offering and will not receive any proceeds from the Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.

Morgan Stanley is acting as the sole underwriter for the Offering.

The Offering will be made only by means of an effective registration statement and a prospectus. The Company has previously filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement (including a prospectus) on Form S-3 (File No. 333-273947) as well as a preliminary prospectus supplement for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the accompanying preliminary prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. The Offering will be made only by means of a prospectus and a related prospectus supplement relating to the Offering, copies of which may be obtained from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com. These documents can also be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT FOX CORPORATION
Fox Corporation produces and distributes compelling news, sports, and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, Tubi Media Group, FOX Entertainment and FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of our footprint allows us to deliver content that engages and informs audiences, develop deeper consumer relationships, and create more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that shapes our strategy to capitalize on existing strengths and invest in new initiatives. For more information about Fox Corporation, please visit www.FoxCorporation.com.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "outlook" and similar expressions are used to identify these forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due to the impact of the resolution on the Company or its stock price, if any, as well as changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company's businesses. More detailed information about these factors is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Statements in this press release speak only as of the date they were made, and the Company undertakes no duty to update or release any revisions to any forward-looking statement made in this press release or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in the Company's expectations, except as required by law.

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SOURCE Fox Corporation

FAQ

How many shares are being offered in Fox Corporation's (FOX) secondary offering?

The secondary offering consists of 16,835,016 shares of Fox Corporation's Class B common stock.

What is the price per share for Fox Corporation's (FOX) secondary offering?

The shares are being offered at $54.25 per share.

Who are the selling stockholders in Fox Corporation's (FOX) secondary offering?

The selling stockholders are trusts established for the benefit of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch, their descendants, and charitable organizations.

Will Fox Corporation (FOX) receive any proceeds from this secondary offering?

No, Fox Corporation will not receive any proceeds from the offering. All proceeds will go to the selling stockholders.

Who is the underwriter for Fox Corporation's (FOX) secondary offering?

Morgan Stanley is acting as the sole underwriter for the offering.