Murdoch trust shake-up at Fox Corp (FOXA) with 16.9M Class B shares for sale

Rhea-AI Filing Summary

Fox Corporation reported changes to the Murdoch family’s ownership structure and a planned secondary share sale. The trustee and beneficiaries of the Murdoch Family Trust reached a mutual resolution of legal proceedings in Nevada, and new trusts will be created for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch. Prudence MacLeod, Elisabeth Murdoch and James Murdoch will no longer be beneficiaries of any trust holding Fox Corporation shares.

The company also disclosed that trusts for these departing beneficiaries and their descendants and charitable organizations plan an underwritten public offering of approximately 16.9 million shares of Class B common stock previously held by the Murdoch Family Trust. All proceeds from this offering will go to the selling stockholders, and Fox Corporation will not sell any shares or receive any proceeds. The offering remains subject to market and other conditions.

Insights

Corporate governance and capital markets analyst

Family trust changes and a large secondary Class B offering shift who holds voting power but bring no new capital to Fox.

The resolution of the Murdoch Family Trust legal proceedings in Nevada clarifies the future control structure around Fox Corporation shares held via family trusts. New trusts will benefit Lachlan Murdoch, Grace Murdoch and Chloe Murdoch, while Prudence MacLeod, Elisabeth Murdoch and James Murdoch cease to be beneficiaries in any trust holding company shares. This sets a clearer line of beneficial interests among Murdoch family members tied to Fox.

Separately, trusts for the departing beneficiaries and related parties plan an underwritten public offering of approximately 16.9 million Class B common shares previously held by the family trust. Because all proceeds go to the selling stockholders and Fox is not issuing new shares, this is a secondary sale rather than a capital-raising event for the company. The transaction, which is subject to market and other conditions, may broaden the shareholder base in the Class B stock and adjust relative voting influence among existing and new holders, but the economic terms accrue to the sellers rather than Fox itself.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

September 8, 2025

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware		001-38776		83-1825597
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NO.)		(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.01 per share		FOXA		The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share		FOX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 8, 2025, Fox Corporation (the “Company”) announced that the trustee and beneficiaries of the Murdoch Family Trust (the “MFT”) informed the Company that they have reached a mutual resolution of the legal proceedings in Nevada related to the MFT. New trusts will be established for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch; and Prudence MacLeod, Elisabeth Murdoch and James Murdoch (the “Departing Beneficiaries”) will cease to be beneficiaries in any trust holding shares in the Company.

On September 8, 2025, the Company also announced that trusts for the Departing Beneficiaries and his or her respective descendants and charitable organizations (the “Selling Stockholders”) intend to offer approximately 16.9 million shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock”), previously held by the MFT in an underwritten public offering (the “Offering”).

The Selling Stockholders will receive all of the proceeds from the Offering. The Company is not selling any shares of Class B common stock in the Offering and will not receive any proceeds from the Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.

Copies of the Company’s press releases are attached as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press release issued by Fox Corporation, dated September 8, 2025.
99.2		Press release issued by Fox Corporation, dated September 8, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FOX CORPORATION
By:		/s/ Adam G. Ciongoli
Name:		Adam G. Ciongoli
Title:		Chief Legal and Policy Officer

Dated: September 8, 2025

FAQ

What did Fox Corporation (FOXA) disclose about the Murdoch Family Trust?

Fox Corporation disclosed that the trustee and beneficiaries of the Murdoch Family Trust reached a mutual resolution of legal proceedings in Nevada. New trusts will be created for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch, and certain other family members will no longer be beneficiaries of any trust holding Fox shares.

Which Murdoch family members will no longer benefit from trusts holding Fox Corporation shares?

Prudence MacLeod, Elisabeth Murdoch and James Murdoch, referred to as the departing beneficiaries, will cease to be beneficiaries in any trust holding shares in Fox Corporation.

How many Fox Corporation shares are being offered by the selling stockholders?

The company reported that the selling stockholders intend to offer approximately 16.9 million shares of Fox Corporation’s Class B common stock in an underwritten public offering.

Is Fox Corporation issuing new shares or receiving proceeds from this offering?

No. Fox Corporation is not selling any shares of Class B common stock in the offering and will not receive any proceeds. All proceeds will go to the selling stockholders.

Who are the selling stockholders in this Fox Corporation Class B offering?

The selling stockholders are described as trusts for the departing beneficiaries—Prudence MacLeod, Elisabeth Murdoch and James Murdoch—and their respective descendants and charitable organizations.

Is the secondary offering of Fox Corporation Class B shares guaranteed to occur?

No. The company stated that the offering is subject to market and other conditions, and there can be no assurance as to whether or when it may be completed.

Does this Fox Corporation filing include any changes to its Class A or Class B listings?

The filing confirms that Fox Corporation’s Class A common stock (FOXA) and Class B common stock (FOX) remain listed on The Nasdaq Global Select Market; it does not announce listing changes.