FOXA insider award: RSUs vesting 2026-28; options at $54.03 with 15% performance hurdle

Rhea-AI Filing Summary

Adam G. Ciongoli, Chief Legal and Policy Officer of Fox Corporation (FOXA), received equity awards from the company consisting of 27,262 restricted stock units (RSUs) and 41,597 performance stock options (PSOs) granted on 08/08/2025. The RSUs will convert to one share of Class A common stock upon vesting; they vest in three equal installments on August 15, 2026, August 15, 2027 and August 15, 2028.

The PSOs have an exercise price of $54.03 and vest only if the company’s Class A share price increases by 15% above the exercise price for at least 30 consecutive calendar days during the performance period ending August 8, 2028. Both the RSUs and PSOs are reported as directly beneficially owned following the grant, indicating contingent equity compensation tied to tenure and stock-price performance.

Insights

Compensation Analyst

TL;DR: Executive received time- and performance-based equity awards aligning pay with retention and stock performance.

The grant of 27,262 RSUs with three-year graded vesting emphasizes retention, converting to shares on set dates if the executive remains employed. The 41,597 performance stock options include a clear market-based vesting condition (15% stock-price increase sustained for 30 days), linking pay to shareholder returns. From a compensation-design perspective, this is a typical mix of time-based and performance-based equity intended to motivate long-term alignment without guaranteed dilution until vesting/exercise occurs.

Securities Analyst

TL;DR: Transaction is a routine insider equity grant with explicit performance conditions; limited immediate market impact.

The filing reports direct beneficial ownership of the awarded RSUs and PSOs and specifies an exercise price of $54.03 for the options. Because the PSOs vest only upon meeting a 15% price increase condition and the RSUs vest over three years, these awards are contingent and not immediately dilutive. For investors, the filing documents management compensation structure rather than operational or financial changes to the company.

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).

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^*

Ciongoli Adam G.

(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)
	Chief Legal and Policy Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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)	08/08/2025		A		27,262		(2)	(2)	Class A Common Stock	27,262	$0	27,262	D
Performance Stock Option (Right to Buy)	$54.03	08/08/2025		A		41,597		(3)	08/08/2035	Class A Common Stock	41,597	$0	41,597	D

Explanation of Responses:

1. Each restricted stock unit represents the contingent right to receive one share of Fox Corporation's Class A Common Stock upon vesting.

2. The restricted stock units will vest one-third on each of August 15, 2026, August 15, 2027 and August 15, 2028.

3. The performance stock options may vest and become exercisable on August 8, 2028, based on the attainment of a 15% increase in the price of Fox Corporation's Class A Common Stock over the exercise price for at least 30 consecutive calendar days during the period from the date of grant to August 8, 2028.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for Adam G. Ciongoli	08/11/2025
	** 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).
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FAQ

What equity awards did the FOXA reporting person receive?

The reporting person received 27,262 restricted stock units and 41,597 performance stock options (PSOs).

When do the RSUs vest for the FOXA grant?

The RSUs vest in three equal installments on August 15, 2026, August 15, 2027 and August 15, 2028.

What is the exercise price and vesting condition for the FOXA performance options?

The PSOs have an exercise price of $54.03 and vest if Class A shares rise 15% above the exercise price for at least 30 consecutive calendar days before August 8, 2028.

How many shares underlie the performance stock options?

The performance stock options are for 41,597 underlying shares of Class A common stock.

Are these awards reported as direct or indirect ownership?

The filing reports the awards as direct beneficial ownership.

Who is the reporting person and what is their role at FOXA?

The reporting person is Adam G. Ciongoli, who is identified as Chief Legal and Policy Officer at Fox Corporation.