Fox Corp (FOX) Form 4: 623 Restricted Stock Units Reported for COO

Rhea-AI Filing Summary

John Nallen, identified as President and COO of Fox Corporation, reported acquisitions of restricted stock units on 09/24/2025. The Form 4 shows three separate entries where 119, 230 and 274 restricted stock units were acquired as dividend equivalents with a reported price of $0 for each entry, totaling 623 restricted stock units acquired on that date. Each restricted stock unit represents one share of Fox Class A common stock. The filing discloses the aggregate number of RSUs held for each grant following the transactions as 25,823, 49,689 and 59,343 respectively. The disclosure also details the vesting schedules: one grant vested one-third on August 15, 2024, one-third on August 15, 2025 and remainder on August 15, 2026; a second grant vested one-third on August 15, 2025, will vest one-third on August 15, 2026 and remainder on August 15, 2027; a third grant vests one-third on each of August 15, 2026, 2027 and 2028. The Form 4 is signed on behalf of Mr. Nallen by Laura A. Cleveland as attorney-in-fact on 09/25/2025.

Positive

• Acquisition of 623 RSUs recorded on 09/24/2025, reflecting additional equity alignment with shareholders
• Multi-year vesting schedules (through 2026–2028) support executive retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity accruals were reported; vesting schedules show multi-year retention incentives.

The Form 4 documents non-cash accruals of restricted stock units attributable to dividend equivalents for the company's COO. These entries reflect compensation-related equity rather than open-market transactions and indicate continued alignment of senior management incentives with long-term shareholder outcomes via staged vesting through 2028. The filing does not show any dispositions or exercises that would affect immediate voting control or liquidity.

Executive Compensation Analyst

TL;DR: 623 RSUs added to the reporting person’s holdings; three grants have staggered vesting to retain the officer.

The reported acquisitions total 623 restricted stock units acquired on 09/24/2025 and are recorded at a $0 price as dividend equivalents. The three grants maintain standard one-third annual vesting schedules across different tranches, reinforcing retention design. The aggregated post-transaction balances shown per grant suggest material existing equity positions but the filing provides only grant-level RSU counts, not total Class A shares owned outright.

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

OMB APPROVAL

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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^*

NALLEN JOHN

(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)
	President, COO

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		119(2)		(3)	(3)	Class A Common Stock	119	$0	25,823(4)	D
Restricted Stock Units	(1)	09/24/2025		A		230(2)		(5)	(5)	Class A Common Stock	230	$0	49,689(4)	D
Restricted Stock Units	(1)	09/24/2025		A		274(2)		(6)	(6)	Class A Common Stock	274	$0	59,343(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 August 15, 2024, one-third on August 15, 2025 and the remainder of the award will vest on August 15, 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, 2025, will vest one-third on August 15, 2026 and the remainder of the award will vest on August 15, 2027.

6. 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 John Nallen	09/25/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did John Nallen report on Form 4 for FOX?

The Form 4 reports the acquisition of 119, 230 and 274 restricted stock units (total 623) on 09/24/2025 as dividend equivalents.

At what price were the restricted stock units acquired by the FOX reporting person?

Each reported restricted stock unit entry shows a price of $0, reflecting dividend equivalents rather than a cash purchase.

How do the reported RSU vesting schedules for FOX’s reporting person work?

One grant vested one-third on 08/15/2024, one-third on 08/15/2025 and remainder on 08/15/2026; another vested one-third on 08/15/2025 with subsequent vesting in 2026 and 2027; the third vests one-third each on 08/15/2026, 08/15/2027 and 08/15/2028.

What are the aggregate post-transaction RSU balances disclosed for John Nallen?

The filing shows aggregate restricted stock unit balances following the transactions of 25,823, 49,689 and 59,343 for the respective grants.

Who signed the Form 4 on behalf of John Nallen and when?

The Form 4 was signed by Laura A. Cleveland as attorney-in-fact for John Nallen on 09/25/2025.