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Fox (NASDAQ: FOX) COO Nallen exercises options and sells 459,115 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fox Corp President and COO John Nallen exercised stock options and sold shares of Class A Common Stock. On March 11–12, 2026, he exercised options covering 459,115 shares at exercise prices of $40.26 and $36.00 per share.

Over the same two days, he completed open-market sales totaling 459,115 shares at weighted average prices in the $57–$58 range under a pre-arranged Rule 10b5-1 trading plan. After these transactions, he directly holds 383,066 shares and has an additional 95,508 shares held indirectly by a trust.

Positive

  • None.

Negative

  • None.
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
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).
X
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 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)
03/11/2026
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
Class A Common Stock 03/11/2026 M(1) 242,309 A $40.26 599,962 D
Class A Common Stock 03/11/2026 S(1) 239,907 D $57.73(2) 360,055 D
Class A Common Stock 03/11/2026 S(1) 2,402 D $58.32(3) 357,653 D
Class A Common Stock 03/12/2026 M(1) 46,041 A $40.26 403,694 D
Class A Common Stock 03/12/2026 M(1) 170,765 A $36 574,459 D
Class A Common Stock 03/12/2026 S(1) 212,253 D $57.67(4) 362,206 D
Class A Common Stock 03/12/2026 S(1) 4,553 D $58.08(5) 383,066 D
Class A Common Stock 95,508 I By Trust
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
Stock Option (Right to Buy) $40.26 03/11/2026 M(1) 242,309 (6) 03/19/2026 Class A Common Stock 242,309 $0 46,041 D
Stock Option (Right to Buy) $40.26 03/12/2026 M(1) 46,041 (6) 03/19/2026 Class A Common Stock 46,041 $0 0 D
Stock Option (Right to Buy) $36 03/12/2026 M(1) 170,765 (7) 08/05/2026 Class A Common Stock 170,765 $0 0 D
Explanation of Responses:
1. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 2, 2025.
2. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices from $57.28 to $58.27 per share, inclusive. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
3. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices from $58.28 to $58.35 per share, inclusive. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
4. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices from $57.06 to $58.055 per share, inclusive. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
5. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices from $58.06 to $58.13 per share, inclusive. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
6. The stock options were granted under an award that vested 50% on June 15, 2020 and 50% on June 15, 2021.
7. The stock options were granted under an award that vested one-third on each of August 15, 2020, August 15, 2021 and August 15, 2022.
Remarks:
/s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen 03/13/2026
** 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 did Fox (FOX) executive John Nallen report in this Form 4?

John Nallen, President and COO of Fox, reported exercising stock options and selling the resulting Class A Common Stock. He exercised options for 459,115 shares, then sold 459,115 shares in open-market transactions while retaining a substantial remaining equity stake.

How many Fox (FOX) shares did John Nallen sell, and at what prices?

John Nallen sold a total of 459,115 Fox Class A shares. Sales occurred in multiple open-market trades at weighted average prices generally between about $57.06 and $58.35 per share, according to detailed price-range footnotes in the filing.

How many Fox (FOX) options did John Nallen exercise and at what strike prices?

He exercised stock options covering 459,115 underlying Fox Class A shares. The options had exercise prices of $40.26 and $36.00 per share, reflecting previously granted awards that had already vested before these March 2026 transactions.

Was John Nallen’s Fox (FOX) stock sale under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted on December 2, 2025. Such pre-arranged plans schedule trades in advance, which typically makes the timing less indicative of short-term views.

How many Fox (FOX) shares does John Nallen hold after these transactions?

After the reported March 2026 trades, John Nallen directly owns 383,066 Fox Class A shares. The filing also shows 95,508 additional shares held indirectly through a trust, giving him a significant ongoing equity interest in the company.

What pattern do John Nallen’s March 2026 Fox (FOX) transactions show?

The Form 4 shows an exercise-and-sell pattern. Nallen exercised vested stock options to acquire 459,115 shares, then sold the same number of shares in the market, while still maintaining substantial direct and indirect Fox share holdings afterward.
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