STOCK TITAN

Fox Corp (FOX) COO exercises 137,711 units, 65,864 shares for tax

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fox Corp (FOX) executive John Nallen, President and COO, reported multiple equity award-related transactions in Class A Common Stock on August 15, 2026. He exercised restricted and performance stock units into common shares and had shares delivered or withheld to pay the exercise price or tax liabilities at specified values. After these transactions, 295,508 Class A shares are reported as held indirectly by trusts.

Positive

  • None.

Negative

  • None.
Insider NALLEN JOHN
Role President, COO
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 25,946 $0.00 $0.00
Exercise Restricted Stock Units F1, F3 24,961 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 19,874 $0.00 $0.00
Exercise Performance Stock Units F1 66,930 $0.00 $0.00
Exercise Class A Common Stock F1 25,946 -- --
Exercise Price or Tax Liability Class A Common Stock 12,025 $69.04 $830K
Exercise Class A Common Stock F1 24,961 -- --
Exercise Price or Tax Liability Class A Common Stock 11,569 $69.04 $799K
Exercise Class A Common Stock F1 19,874 -- --
Exercise Price or Tax Liability Class A Common Stock 9,678 $69.04 $668K
Exercise Class A Common Stock F1 66,930 -- --
Exercise Price or Tax Liability Class A Common Stock 32,592 $69.04 $2.25M
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 64,718 shares (Direct); Performance Stock Units — 0 shares (Direct); Class A Common Stock — 254,913 shares (Direct); Class A Common Stock — 295,508 shares (Indirect, By Trusts)
Footnotes (4)
  1. F1. Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.
  2. F2. The restricted stock units vested one-third on August 15, 2024, one-third on August 15, 2025 and the remainder of the award vested on August 15, 2026.
  3. F3. The restricted stock units vested one-third on August 15, 2025, one-third on August 15, 2026 and the remainder of the award will vest on August 15, 2027.
  4. F4. The restricted stock units vested one-third on August 15, 2026, will vest one-third on August 15, 2027 and the remainder of the award will vest on August 15, 2028.
Derivative shares exercised 137,711 shares Total exerciseShares for derivative transactions (code M) on August 15, 2026
Shares for exercise price or tax 65,864 shares exercisePriceOrTaxLiabilityShares in code F transactions at $69.04 per share
Code F transaction price $69.04 per share Per-share value for Class A Common Stock delivered or withheld in code F transactions
Indirect holdings by trusts 295,508 shares Class A Common Stock reported as indirectly owned "By Trusts" after transactions
Derivative transaction count 4 transactions Number of derivative (RSU/PSU) transactions with code M
Exercise-price or tax-liability transactions 4 transactions Number of Class A Common Stock transactions coded F
Restricted Stock Units financial
"security_title "Restricted Stock Units" for multiple derivative transactions"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"security_title "Performance Stock Units" with underlying Class A Common Stock"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Payment of exercise price or tax liability financial
"transaction_code_description "Payment of exercise price or tax liability by delivering or withholding securities""
Indirect ownership financial
"ownership_type "indirect" with nature_of_ownership "By Trusts""
Class A Common Stock financial
"underlying_security_title and security_title "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What did FOX executive John Nallen report in this Form 4 for Fox Corp (FOX)?

John Nallen reported exercises of restricted stock units and performance stock units into Fox Corp Class A Common Stock on August 15, 2026, along with share dispositions used to cover exercise price or tax liabilities, plus updated indirect holdings by trusts.

How many derivative shares did John Nallen exercise in Fox Corp (FOX) stock?

The filing shows exercises of derivative securities covering 137,711 shares of Fox Corp Class A Common Stock. These arose from converting restricted stock units and performance stock units, each unit representing one Class A share according to the footnotes.

How many Fox Corp (FOX) shares were used to pay exercise price or tax for John Nallen?

Code F transactions indicate 65,864 Fox Corp Class A shares were delivered or withheld for exercise price or tax liability at a price of $69.04 per share, reducing the number of shares retained from the equity award exercises.

What are John Nallen’s indirect holdings in Fox Corp (FOX) after these transactions?

After these transactions, the Form 4 reports 295,508 Fox Corp Class A Common Stock shares held indirectly "By Trusts". This entry reflects indirect ownership, separate from directly held shares associated with the award exercises and related tax or exercise-price settlements.

Were John Nallen’s Fox Corp (FOX) transactions under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not describe a trading plan. The reported transactions relate to equity award vesting and conversion rather than an automatically executed trading program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NALLEN JOHN

(Last)(First)(Middle)
C/O FOX CORPORATION
1211 AVENUE OF THE AMERICAS

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Fox Corp [ FOX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/15/2026M25,946A(1)209,012D
Class A Common Stock08/15/2026F12,025D$69.04196,987D
Class A Common Stock08/15/2026M24,961A(1)221,948D
Class A Common Stock08/15/2026F11,569D$69.04210,379D
Class A Common Stock08/15/2026M19,874A(1)230,253D
Class A Common Stock08/15/2026F9,678D$69.04220,575D
Class A Common Stock08/15/2026M66,930A(1)287,505D
Class A Common Stock08/15/2026F32,592D$69.04254,913D
Class A Common Stock295,508IBy Trusts
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/15/2026M25,946 (2) (2)Class A Common Stock25,946$00D
Restricted Stock Units(1)08/15/2026M24,961 (3) (3)Class A Common Stock24,961$024,965D
Restricted Stock Units(1)08/15/2026M19,874 (4) (4)Class A Common Stock19,874$039,753D
Performance Stock Units(1)08/15/2026M66,93008/15/202608/15/2026Class A Common Stock66,930$00D
Explanation of Responses:
1. Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.
2. The restricted stock units vested one-third on August 15, 2024, one-third on August 15, 2025 and the remainder of the award vested on August 15, 2026.
3. The restricted stock units vested one-third on August 15, 2025, one-third on August 15, 2026 and the remainder of the award will vest on August 15, 2027.
4. The restricted stock units vested one-third on August 15, 2026, will vest one-third on August 15, 2027 and the remainder of the award will vest on August 15, 2028.
Remarks:
/s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)