Fox Corp (FOX) Insider Form 4 Shows RSU Vesting and Dividend Equivalents

Rhea-AI Filing Summary

Adam G. Ciongoli, Chief Legal and Policy Officer of Fox Corporation (FOX), reported acquisitions of restricted stock units on 09/24/2025. The Form 4 shows four separate restricted stock unit entries credited as dividend equivalents or vested units, each recorded with a transaction code A and a $0 price, reflecting vesting/dividend-equivalent accruals rather than cash purchases. Each restricted stock unit equals one share of Class A common stock. The reported post-transaction beneficial holdings for the grants are 26,755, 25,619, 29,815, and 27,388 RSUs respectively. Vesting schedules are disclosed for each grant, with portions vested in 2024–2025 and remaining tranches scheduled to vest through 2028. The Form 4 was signed by an attorney-in-fact on 09/25/2025.

Insights

Corporate Governance Expert

TL;DR: Reported accruals and vesting of RSUs indicate compensation delivery, not market trading, with limited immediate governance impact.

The Form 4 documents non-cash acquisitions tied to compensation: dividend equivalents and scheduled vesting of restricted stock units for an executive officer. These entries are routine for senior executives and align the officer's interests with shareholders by retaining equity exposure. There is no sale or pledge activity reported, and all transactions are recorded at a $0 price consistent with vesting/dividend-equivalent accounting rather than open-market purchases. For governance oversight, the disclosed staggered vesting dates (through 2028) suggest continued retention incentives. Overall this filing is administrative and not a material corporate governance event.

Compensation & Equity Analyst

TL;DR: Multiple RSU vesting events and dividend-equivalent credits increased the officer's equity holdings without cash outlay or disposition.

The transaction lines show four separate RSU-related accruals/vests adding 123, 118, 138 and 126 RSU dividend-equivalent units respectively and increasing total RSU holdings to the tens of thousands per grant. Each RSU converts to one Class A share, and the $0 price reflects internal crediting rather than a market trade. Staggered vesting schedules disclosed (some tranches already vested in 2024–2025, others vesting through 2028) indicate long-term retention components in compensation design. This is standard executive compensation administration and has limited immediate valuation impact on the company or market liquidity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ciongoli Adam G.

(Last) (First) (Middle)

C/O FOX CORPORATION

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fox Corp [ FOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal and Policy Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/24/2025		A		123(2)		(3)	(3)	Class A Common Stock	123	$0	26,755(4)	D
Restricted Stock Units	(1)	09/24/2025		A		118(2)		(5)	(5)	Class A Common Stock	118	$0	25,619(4)	D
Restricted Stock Units	(1)	09/24/2025		A		138(2)		(6)	(6)	Class A Common Stock	138	$0	29,815(4)	D
Restricted Stock Units	(1)	09/24/2025		A		126(2)		(7)	(7)	Class A Common Stock	126	$0	27,388(4)	D

Explanation of Responses:

1. Each restricted stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.

2. Represents dividend equivalents accrued with respect to restricted stock units.

3. The restricted stock units vested one-third on June 30, 2024, one-third on June 30, 2025 and the remainder of the award will vest on June 30, 2026.

4. Represents the aggregate number of restricted stock units with respect to a specific grant that are held by the Reporting Person, including dividend equivalents accrued that vest on the same terms as the respective underlying restricted stock units.

5. The restricted stock units vested one-third on August 15, 2024, one-third on August 15, 2025 and the remainder of the award will vest on August 15, 2026.

6. The restricted stock units vested one-third on August 15, 2025, will vest one-third on August 15, 2026 and the remainder of the award will vest on August 15, 2027.

7. The restricted stock units will vest one-third on each of August 15, 2026, August 15, 2027 and August 15, 2028.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for Adam G. Ciongoli	09/25/2025
	** Signature of Reporting Person	Date
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