Fox Ord SEC Filings

Fox Corporation insiders completed a coordinated exit on September 10, 2025. Three family trusts that received shares from the Murdoch Family Trust on September 6 sold all reported holdings the following week. The trusts sold a combined 16,835,016 Class B shares in an underwritten offering at $53.46 per share and sold an additional 34,268,895 Class B shares and 9,498 Class A shares in transactions where the shares were ultimately acquired by LGC Holdco, LLC at prices shown of $33.99 for certain lots. After these transactions, the reporting trusts state they no longer have any direct or indirect interest in Fox Corp.

The filings identify the sellers as MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust, each established for various Murdoch family beneficiaries. The Form 4s were filed jointly and signed by trustees.

Fox Corporation (FOXA) Form 3: Three family trusts report joint initial beneficial ownership after a transfer on 09/06/2025. Collectively the reporting persons hold 9,498 shares of Class A common stock and 51,103,911 shares of Class B common stock of the issuer, reflected as direct ownership. The filing notes the shares were transferred by the Murdoch Family Trust for no consideration and that the reporting persons may be deemed a group under Section 13(d); each disclaim beneficial ownership except for pecuniary interest.

Fox Corporation filed an 8-K reporting several agreements dated September 8, 2025: an Underwriting Agreement involving Morgan Stanley & Co. LLC and three trust parties, a Termination Agreement with the Murdoch Family Trust, and a Stockholders Agreement with LGC Holdco, LLC and the LGC Family Trusts. The filing also includes an opinion and consent from Weil, Gotshal & Manges LLP and notes that Inline XBRL cover-page tags are embedded. These documents signal a corporate transaction or recapitalization activity affecting ownership and governance arrangements.

Fox Corporation insider filing reports a family reorganization of share ownership completed on September 6, 2025. The Murdoch Family Trust transferred approximately 50% of its Class A and Class B common stock to three "Departing Member Trusts" for Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their descendants and charities, and transferred the remaining Class A and Class B shares to three "LGC Family Trusts" for Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their descendants and charities.

The filing shows reported dispositions of 19,000 shares of Class A common stock and 102,207,826 shares of Class B common stock, with beneficial ownership following the transactions reported as 0 shares for the reporting entities. Cruden Financial Services LLC is the initial sole trustee and manager of the new trusts and LGC Holdco, and may be deemed to continue beneficial ownership for Rule 16 purposes, though it disclaims any pecuniary interest.

Fox Corporation filed a prospectus supplement describing an offering of Class B common stock and related disclosure. The document shows per-share figures including $54.25 and aggregate amounts such as $913,299,618 and a smaller line item of $13,299,662.64. It also summarizes business assets including an AVOD service, Tubi, and ownership of 29 full-power broadcast television stations (including 11 duopolies), with 18 FOX affiliates and 11 MyNetworkTV or independent affiliates.

The supplement details transfer and lock-up restrictions, tax treatment for Non-U.S. holders (notably 30% withholding unless reduced by treaty or Form W-8ECI applies), ERISA/plan fiduciary considerations, indemnification/exculpation and by-law provisions that limit stockholder actions and address related-party opportunity rules involving the Murdoch family and News Corp.

Fox Corporation (FOXA) prospectus supplement excerpts discuss offering mechanics, transfer restrictions, tax treatment for non-U.S. holders, corporate governance and bylaws, and certain assets. The company describes its AVOD service Tubi, 29 full-power U.S. broadcast television stations (including 11 duopolies) with network affiliations (18 FOX, 11 MyNetworkTV in some excerpts), and production companies that create content for the company and third parties. The prospectus explains withholding rules for Non-U.S. Holders, circumstances when gain may be taxed in the U.S., requirements for IRS forms to claim treaty rates, and estate tax exposure for nonresident individuals. It summarizes lock-up agreement terms, permitted transfers, 10b5-1 plan conditions, and advance notice and special-meeting thresholds in the bylaws. The bylaws also include indemnification, limitation of liability and related-party corporate opportunity provisions concerning Murdoch family and News Corp overlap.

Steven Tomsic, Chief Financial Officer of Fox Corporation (FOXA), reported multiple equity award transactions dated August 15, 2025. The filing shows vesting and resulting acquisitions of restricted stock units (RSUs) and performance stock units (PSUs) that together added 47,139 shares subject to PSUs and multiple RSU tranches with net increases recorded. Concurrently, Tomsic disposed of shares in several sales at $59.89 per share, reducing his beneficial ownership totals after each sale. The report is signed by an attorney-in-fact and lists the post-transaction beneficial ownership balances for Class A common stock.

Adam G. Ciongoli, Chief Legal and Policy Officer of Fox Corporation (FOXA), reported transactions dated 08/15/2025. The filing shows two restricted stock unit vesting events totaling 25,496 and 14,836 RSUs, and two share dispositions of 12,803 and 7,450 shares sold at $59.89 per share. Each RSU represents one share of Class A common stock. The reported beneficial ownership figures following the transactions appear in the filing and range in the table entries from 58,489 to 73,325 shares depending on the line item. The form is signed by an attorney-in-fact and contains vesting schedules for the awards.