Fox holders commit 38.7% Class B stake to Roku deal

Rhea-AI Filing Summary

Cruden 2, LGC Holdco, Michael Roberson and Lachlan K. Murdoch filed an amended Schedule 13D updating their large ownership position in Fox Corporation’s Class B common stock and describing new commitments related to Fox’s planned acquisition of Roku, Inc.

The filing shows Cruden 2 and LGC Holdco each beneficially own 85,372,810 Class B shares, or about 38.7% of the outstanding Class B stock, with Cruden 2 as sole manager of LGC Holdco. Michael Roberson, as managing director of Cruden 2, may be deemed to share voting and dispositive power over these shares, while Lachlan K. Murdoch may be deemed to beneficially own 85,374,762 Class B shares, including those held by LGC Holdco, though he disclaims beneficial ownership.

The amendment explains that Cruden 2 and LGC Holdco entered into a Voting and Support Agreement with Roku in connection with Fox’s Agreement and Plan of Merger to acquire Roku. Under this agreement, they commit to vote all of their Class B shares for approval of the issuance of Fox Class A shares needed to complete the Roku acquisition and against competing deals, and they agree not to transfer their Class B shares before that stockholder vote, subject to limited exceptions.

Insights

Equity ownership and M&A specialist

Large Fox Class B bloc formally backs the Roku stock issuance needed for the merger.

The amendment confirms that Cruden 2 and LGC Holdco control 85,372,810 Fox Class B shares, or 38.7% of that class, based on 220,426,203 Class B shares outstanding as of June 11, 2026. This block sits at the center of Fox’s voting structure.

It also documents a Voting and Support Agreement tied to Fox’s Agreement and Plan of Merger to acquire Roku, Inc.. The covered stockholders agree to vote all of their Class B shares for the Class A stock issuance required under the merger terms and against competing proposals, and to restrict transfers until that issuance is approved, subject to exceptions.

Because this filing mainly aligns a pre-existing control position with a previously disclosed merger structure, it is best viewed as clarifying governance and voting commitments rather than introducing new financial terms. Subsequent company filings about the Roku transaction may provide more detail on timing, closing conditions and any changes to ownership structure after completion.

Key Figures

Beneficial ownership (Cruden 2 / LGC Holdco): 85,372,810 Class B shares Beneficial ownership percentage: 38.7% Class B shares outstanding: 220,426,203 shares +3 more

6 metrics

Beneficial ownership (Cruden 2 / LGC Holdco) 85,372,810 Class B shares Beneficially owned; approximately 38.7% of Class B

Beneficial ownership percentage 38.7% Share of Fox Class B common stock

Class B shares outstanding 220,426,203 shares Class B shares outstanding as of June 11, 2026

Beneficial ownership (Lachlan K. Murdoch) 85,374,762 Class B shares Includes 85,372,810 shares held by LGC Holdco

Sole voting power (Cruden 2 / LGC Holdco) 85,372,810 shares Sole voting and dispositive power over Class B shares

Shared voting power (Roberson, Murdoch) 85,372,810 shares Shared voting and dispositive power over LGC Holdco shares

Key Terms

Agreement and Plan of Merger, Voting and Support Agreement, beneficial owner, sole voting power, +2 more

6 terms

Agreement and Plan of Merger financial

"the Issuer entered into an Agreement and Plan of Merger, dated as of June 14, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Voting and Support Agreement financial

"LGC Holdco and Cruden 2 entered into a Voting and Support Agreement with Roku"

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

beneficial owner financial

"Cruden 2 is the beneficial owner of 85,372,810 Class B Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 85,372,810.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Sole Dispositive Power 85,372,810.00; Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Fox (FOX) Class B shares do Cruden 2 and LGC Holdco beneficially own?

Cruden 2 and LGC Holdco each beneficially own 85,372,810 Fox Class B shares. This represents about 38.7% of the outstanding Class B common stock, based on 220,426,203 Class B shares outstanding as of June 11, 2026.

What percentage of Fox (FOX) Class B stock is reported in this Schedule 13D/A?

The reporting persons state beneficial ownership of approximately 38.7% of Fox’s Class B common stock. This percentage is calculated using 220,426,203 Class B shares outstanding as of June 11, 2026, as disclosed in Fox’s merger agreement filing.

How is Lachlan K. Murdoch’s beneficial ownership in Fox (FOX) described?

Lachlan K. Murdoch is reported as beneficial owner of 85,374,762 Fox Class B shares, or about 38.7% of that class. This total includes 85,372,810 shares held by LGC Holdco, which he may be deemed to own indirectly, though he disclaims beneficial ownership of those shares.

What is the Voting and Support Agreement mentioned in the Fox (FOX) filing?

Cruden 2 and LGC Holdco entered a Voting and Support Agreement with Roku, Inc. They agreed to vote all their Fox Class B shares for approval of the Class A share issuance needed for Fox’s merger with Roku and against competing deals, and to restrict transfers until that vote occurs.

How does Michael Roberson’s role affect control of Fox (FOX) Class B shares?

Michael Roberson is a managing director of Cruden 2 with sole authority over voting and disposition decisions for Class B shares owned by LGC Holdco, subject to limited exceptions. He may be deemed to beneficially own 85,372,810 Class B shares but disclaims beneficial ownership of those shares.

What Fox (FOX) transaction involving Roku, Inc. is referenced in this Schedule 13D/A?

The filing references an Agreement and Plan of Merger dated June 14, 2026, under which Fox agreed to acquire Roku, Inc. The Voting and Support Agreement commits a 38.7% Class B ownership bloc to support the Fox Class A share issuance required to complete that merger.

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

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Accepted by SEC EDGAR 06/16/2026 - 05:25 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Fox Corporation

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

35137L204

(CUSIP Number)

Michaelle D. Rafferty
4785 Caughlin Parkway,
Reno, NV, 89519
(775) 827-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 35137L204

1

Name of reporting person

Cruden 2, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 85,372,810.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 85,372,810.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

85,372,810.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Cruden 2, LLC ("Cruden 2") is the sole manager of LGC Holdco, LLC ("LGC Holdco"), the owner of the Class B Shares. See Item 5 of this Amendment No. 1.

SCHEDULE 13D

CUSIP Number(s): 35137L204

1

Name of reporting person

LGC Holdco, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

BK, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 85,372,810.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 85,372,810.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

85,372,810.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Cruden 2 is the sole manager of LGC Holdco. See Item 5 of this Amendment No. 1.

SCHEDULE 13D

CUSIP Number(s): 35137L204

1

Name of reporting person

Michael Roberson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 85,372,810.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 85,372,810.00

11

Aggregate amount beneficially owned by each reporting person

85,372,810.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of Class B Shares with shared voting and dispositive power represents the Class B Shares owned by LGC Holdco, and Cruden 2 is the sole manager of LGC Holdco. Mr. Roberson, as a managing director of Cruden 2 appointed by Lachlan K. Murdoch, has the sole authority to make decisions for Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares owned by LGC Holdco. See Item 5 of this Amendment No. 1.

SCHEDULE 13D

CUSIP Number(s): 35137L204

1

Name of reporting person

Lachlan K. Murdoch

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,952.00
8	Shared Voting Power 85,372,810.00
9	Sole Dispositive Power 1,952.00
10	Shared Dispositive Power 85,372,810.00

11

Aggregate amount beneficially owned by each reporting person

85,374,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of Shares with shared voting and dispositive power represents Shares owned by LGC Holdco, and Cruden 2 is the sole manager of LGC Holdco. Mr. Roberson, as a managing director of Cruden 2 appointed by Lachlan K. Murdoch, has the sole authority to make decisions for Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares owned by LGC Holdco. As a result, Mr. Murdoch may be deemed the beneficial owner of the Class A Shares and Class B Shares owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares. See Item 5 of this Amendment No. 1.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock
(b)	Name of Issuer: Fox Corporation
(c)	Address of Issuer's Principal Executive Offices: 1211 Avenue of the Americas, New York, NEW YORK , 10036.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on September 12, 2025 (as amended from time to time, the "Schedule 13D") with respect to the Class B common stock, par value $0.01 per share (the "Class B Shares"), of Fox Corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is supplemented as follows, as of the date hereof: As previously disclosed by the Issuer (in its Form 8-K filed with the SEC on June 15, 2026), the Issuer entered into an Agreement and Plan of Merger, dated as of June 14, 2026 (the "Merger Agreement"), pursuant to which the Issuer agreed to acquire Roku, Inc. ("Roku"), subject to the terms and conditions set forth in the Merger Agreement. Also as disclosed, LGC Holdco and Cruden 2 (together, the "Covered Stockholders") entered into a Voting and Support Agreement (the "Voting Agreement") with Roku on June 14, 2026, in connection with the Merger Agreement. Pursuant to the Voting Agreement and subject to the terms and conditions thereof, each Covered Stockholder agreed, among other things: (1) to vote all Class B Shares it owns (a) in favor of the approval of the issuance of the Issuer's Class A Shares pursuant to the Merger Agreement (the "Stock Issuance") and (b) against any competing acquisition proposal or any other action that would reasonably be expected to interfere with the consummation of the Stock Issuance or the other transactions contemplated by the Merger Agreement; and (2) not to transfer its Class B Shares prior to receipt of stockholder approval of the Stock Issuance, subject to certain exceptions. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement listed as Exhibit 4 in Item 7 hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is supplemented as follows, as of the date hereof: Cruden 2 is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. All of the 85,372,810 Class B Shares beneficially owned by Cruden 2 are directly owned by LGC Holdco. Cruden 2 has the power to vote and to dispose or direct the vote and disposition of the Class B Shares owned by LGC Holdco. LGC Holdco is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. Cruden 2, as the sole manager, has the power to vote and to dispose or direct the vote and disposition of the Class B Shares owned by LGC Holdco. Mr. Roberson is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. The decisions of Cruden 2 with respect to the voting and disposition of Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2, who is appointed, and may be replaced, by Mr. Murdoch. As of the date of this filing, Mr. Roberson is such managing director and, therefore, may be deemed to beneficially own the Class B Shares owned by LGC Holdco; however, Mr. Roberson disclaims beneficial ownership of such shares. Mr. Murdoch is the beneficial owner of 85,374,762 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. Of the 85,374,762 Class B Shares beneficially owned by Mr. Murdoch, 85,372,810 of such Class B Shares are owned by LGC Holdco. The decisions of Cruden 2 with respect to the voting and disposition of Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2 who is appointed, and may be replaced, by Mr. Murdoch. As a result, Mr. Murdoch may be deemed to beneficially own the Class B Shares owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares. The percentage of Class B Shares outstanding is calculated based on 220,426,203 Class B Shares outstanding as of June 11, 2026, as disclosed in the Merger Agreement (filed with the SEC by the Issuer on June 15, 2026, as Exhibit 2.1 to its Form 8-K).
(b)	Item 5(b) of the Schedule 13D is supplemented as follows, as of the date hereof: The aggregate numbers of Class B Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition for each Reporting Person are set forth on rows 7 through 10 of the cover pages of this Amendment No. 1 and are incorporated herein by reference
(c)	Item 5(c) of the Schedule 13D is supplemented as follows, as of the date hereof: The Reporting Persons have not effected any transactions in Class B Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is supplemented as follows, as of the date hereof: The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated herein by reference. The Voting Agreement exhibit hereto has been included pursuant to the requirements of Schedule 13D. The document contains representations and warranties made by and to the parties thereto as of specific dates. The representations and warranties of each party set forth in the document have been made solely for the benefit of the other party to such document. In addition, such representations and warranties: may have been qualified by confidential disclosures made to the other party in connection with such document; may be subject to a materiality standard which may differ from what may be viewed as material by investors; were made only as of the date of such document or such other date as is specified therein; may have been included in such document for the purpose of allocating risk between or among the parties thereto rather than establishing matters as facts. Accordingly, the document is included herewith only pursuant to the requirements of Schedule 13D and not to provide investors or other persons with any other factual information regarding the parties or their respective businesses.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is supplemented as follows, as of the date hereof: 4. Voting and Support Agreement, entered into as of June 14, 2026, by and among Roku, Inc., Cruden 2, LLC, and LGC Holdco, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Roku, Inc. with the SEC on June 15, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cruden 2, LLC

Signature:	/s/ Michael Roberson
Name/Title:	Managing Director
Date:	06/16/2026

LGC Holdco, LLC

Signature:	/s/ Michael Roberson
Name/Title:	Managing Director, Cruden 2, LLC, Sole Manager of LGC Holdco, LLC
Date:	06/16/2026

Michael Roberson

Signature:	/s/ Michael Roberson
Name/Title:	Michael Roberson
Date:	06/16/2026

Lachlan K. Murdoch

Signature:	/s/ Lachlan K. Murdoch
Name/Title:	Lachlan K. Murdoch
Date:	06/16/2026