Fox legal chief Adam Ciongoli to step down Dec. 1
Ciongoli’s advisory agreement provides an 18-month term and an annual consulting fee of $1,750,000.
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Form Type
8-K
Rhea-AI Filing Summary
Fox Corporation announced that Adam Ciongoli will step down as Chief Legal and Policy Officer effective December 1, 2026, and serve as a special advisor for 18 months. His advisory agreement provides an annual consulting fee of $1,750,000, payable monthly at $145,833.33. Under a separate transition agreement, Ciongoli will receive one year of annual base salary plus his fiscal 2027 target bonus, and $12,595,784 in exchange for cancellation of his outstanding equity awards. His vested stock options remain exercisable for three years following separation, but not beyond each option’s original term. Nicholas Trutanich will become General Counsel effective December 1, 2026, with a $1,400,000 base salary and eligibility for a $1,400,000 target annual bonus and $2,200,000 annual target award. Kristopher Jones, Executive Vice President and Head of Government Relations, will report directly to President and Chief Operating Officer John Nallen effective December 1, 2026.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity award cancellation payment: $12,595,784
Annual consulting fee: $1,750,000 per annum
Monthly consulting payment: $145,833.33
+5 more
8 metrics
Equity award cancellation payment
$12,595,784
Cash payment in exchange for cancellation of Ciongoli’s outstanding equity awards
Annual consulting fee
$1,750,000 per annum
Ciongoli’s advisory agreement
Monthly consulting payment
$145,833.33
Monthly installments under Ciongoli’s advisory agreement
Advisory agreement term
18 months
Ciongoli’s special advisor role
Base salary
$1,400,000
Trutanich’s employment agreement
Target annual bonus
$1,400,000
Trutanich’s eligible annual bonus
Annual target award
$2,200,000
Trutanich’s eligible long-term incentive award
Vested stock option exercise period
Three years
Following Ciongoli’s separation date, subject to each option’s original term
Key Terms
Transition and Separation Agreement, Advisory Services Agreement, COBRA coverage, target annual bonus, +1 more
5 terms
Transition and Separation Agreement technical
"entered into a Transition and Separation Agreement"
A transition and separation agreement is a written contract that spells out the responsibilities, timeline and financial terms when an employee—often a senior executive—leaves a company and helps hand over their duties. It covers things like pay or severance, any short-term support to train successors, confidentiality and return of company property; investors care because these deals affect cash costs, leadership continuity and legal or operational risks during a change, much like a detailed handoff note that keeps a project running smoothly.
Advisory Services Agreement technical
"entered into an Advisory Services Agreement"
COBRA coverage regulatory
"Company-paid COBRA coverage for Mr. Ciongoli"
target annual bonus financial
"his target annual bonus for fiscal year 2027"
vested stock options financial
"outstanding vested stock options will remain exercisable"
Vested stock options are the portions of an employee’s stock option grant that they have earned the right to buy at a predetermined price after meeting time or performance conditions. For investors, vested options matter because they can convert into actual shares that dilute existing ownership or signal insiders’ confidence when exercised or sold, much like a voucher that becomes redeemable and can change how many tickets are in circulation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much will Fox pay Adam Ciongoli for his canceled equity awards?
Fox agreed to cancel Ciongoli’s outstanding equity awards in exchange for a cash payment of $12,595,784. Separately, he will receive a separation payment equal to one year of his annual base salary plus his fiscal 2027 target annual bonus.
How long will Adam Ciongoli’s vested stock options remain exercisable?
Ciongoli’s vested stock options will remain exercisable for three years following the separation date, but not beyond the original term of each option.
What healthcare coverage will Adam Ciongoli receive after stepping down?
Fox will pay for COBRA coverage for Ciongoli and his eligible dependents through the earliest of June 1, 2028, the date he becomes eligible for healthcare coverage from a subsequent employer, and the maximum COBRA period.
What compensation will Nicholas Trutanich receive as Fox’s General Counsel?
Trutanich will receive a $1,400,000 base salary and will be eligible for a $1,400,000 target annual bonus and a $2,200,000 annual target award under the Fox Corporation 2019 Shareholder Alignment Plan or another company long-term incentive plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION) | (COMMISSION FILE NO.) | (IRS EMPLOYER IDENTIFICATION NO.) | ||||||||||||
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212 ) 852-7000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||||||||||||
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Adam Ciongoli
On October 19, 2026, Fox Corporation (the “Company”) announced that Adam Ciongoli will step down as Chief Legal and Policy Officer of the Company effective December 1, 2026. Concurrent with this change, Mr. Ciongoli will transition to serve as a special advisor to the Company pursuant to an Advisory Services Agreement (described below) for a period of eighteen months, commencing December 1, 2026.
In connection with Mr. Ciongoli’s departure, the Company and Mr. Ciongoli entered into a Transition and Separation Agreement, dated October 19, 2026, pursuant to which Mr. Ciongoli will receive (i) a separation payment equal to the sum of one year of his annual base salary plus his target annual bonus for fiscal year 2027; (ii) Company-paid COBRA coverage for Mr. Ciongoli and his eligible dependents through the earlier of June 1, 2028, the date he becomes eligible for healthcare coverage from a subsequent employer, and the maximum COBRA period; and (iii) cancellation of his outstanding equity awards in exchange for a cash payment of $12,595,784. Mr. Ciongoli’s outstanding vested stock options will remain exercisable for a period of three years following the separation date (but in no event beyond the original term of each such stock option).
The Company and Mr. Ciongoli also entered into an Advisory Services Agreement, dated October 19, 2026, effective December 1, 2026. Under the Advisory Services Agreement, Mr. Ciongoli will receive an annual consulting fee at the rate of $1,750,000 per annum, payable in monthly installments of $145,833.33, for the eighteen-month term of the agreement. Mr. Ciongoli will provide assistance and advice to the Company related to ongoing legal, policy, and regulatory matters.
The foregoing descriptions of the Transition and Separation Agreement and the Advisory Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Transition and Separation Agreement and the Advisory Services Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Appointment of Nicholas Trutanich
On October 19, 2026, the Company entered into an employment agreement (the “Employment Agreement”) with Nicholas Trutanich pursuant to which Mr. Trutanich will serve as General Counsel of the Company effective December 1, 2026. Mr. Trutanich currently serves as Executive Vice President and Deputy General Counsel of the Company. He formerly served as Executive Vice President and Chief Ethics & Compliance Officer of the Company and, prior to joining the Company, as United States Attorney for the District of Nevada.
Mr. Trutanich will receive a base salary of $1,400,000. He will be eligible to participate in the Company’s annual bonus program with a target bonus of $1,400,000. Mr. Trutanich will also be eligible to participate in the Fox Corporation 2019 Shareholder Alignment Plan, or other long-term incentive plan of the Company, with an annual target award of $2,200,000. Under the Employment Agreement, Mr. Trutanich will participate in all of the Company’s employee benefit plans to the extent applicable to other comparable executives of the Company, and will have the opportunity to receive severance and other post-termination benefits consistent with the Form of Employment Agreement filed as an exhibit to the Company’s Form 10-K.
The Company issued a press release on October 19, 2026 announcing Mr. Trutanich’s appointment.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Form of Employment Agreement, filed with the Company’s Form 10-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | Transition and Separation Agreement, dated October 19, 2026, between Fox Corporation and Adam Ciongoli | |||||||
| 10.2 | Advisory Services Agreement, dated October 19, 2026, between Fox Corporation and Adam Ciongoli | |||||||
| 99.1 | Press release issued by Fox Corporation, dated October 19, 2026, announcing the appointment of Nicholas Trutanich as Fox Corporation’s General Counsel and Adam Ciongoli’s transition to an advisory role | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOX CORPORATION | ||||||||
| By: | /s/ John Nallen | |||||||
| Name: John Nallen | ||||||||
| Title: President and Chief Operating Officer | ||||||||
October 19, 2026
Exhibit 99.1
ADAM CIONGOLI STEPPING DOWN AS CHIEF LEGAL & POLICY OFFICER OF FOX CORPORATION
NICHOLAS TRUTANICH TO BE NAMED GENERAL COUNSEL
New York, NY and Los Angeles, CA – October 19, 2026 – Fox Corporation (Nasdaq: FOXA, FOX) (“FOX” or the “Company”) today announced that Adam Ciongoli, Chief Legal and Policy Officer, will not be renewing his contract and will step down from that role effective December 1. Concurrent with this change, Ciongoli will transition to serve as a special advisor to FOX through June 2028.
Nicholas Trutanich, currently Executive Vice President, Principal Deputy General Counsel, will become General Counsel of the Company effective December 1, reporting to Executive Chair and Chief Executive Officer Lachlan Murdoch.
“I’d like to thank Adam for his many immense contributions over the last three years,” said Lachlan Murdoch. “I deeply appreciate his service to FOX and am grateful that he will continue to serve FOX as a special advisor. Nick Trutanich has been a critical member of the FOX team since joining the Company five years ago and will bring deep legal, litigation and compliance experience to this expanded role. We look forward to Nick’s leadership.”
“It has been a privilege and an honor to be a part of the FOX family, and I have especially valued my relationships with Lachlan and our talented colleagues,” said Ciongoli. “I look forward to continuing to work with Lachlan and FOX as a special advisor to help this great company in its continued successes.”
“I will be honored to serve as General Counsel and grateful for the opportunity to lead such a talented legal team,” said Trutanich. “It is an exciting time of growth and innovation at FOX, and I look forward to working with colleagues across the Company to advance our goals.”
Nick Trutanich joined Fox Corporation as Chief Ethics & Compliance Officer in 2021, most recently serving as Executive Vice President, Principal Deputy General Counsel, leading the Company’s Litigation and Ethics & Compliance functions. Prior to joining FOX, Trutanich served as the U.S. Attorney for the District of Nevada from 2019 to 2021 and previously held senior roles at the Nevada Attorney General’s Office and served as a federal prosecutor within the U.S. Department of Justice. Earlier in his career, Trutanich was a litigator in private practice and a federal law clerk.
As part of the transition, the Company also announced that Kristopher Jones, Executive Vice President and Head of Government Relations, will report directly to John Nallen, President and Chief Operating Officer of Fox Corporation effective December 1.
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 FOX's footprint allow the Company 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.
Press Contacts:
Brian Nick
310-369-3545
brian.nick@fox.com
Lauren Townsend
310-369-2729
lauren.townsend@fox.com