FOXA Form 4: CFO Tomsic RSU/PSU Vesting and Share Sales Reported

Rhea-AI Filing Summary

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.

Positive

• Vesting of RSUs and PSUs resulting in newly acquired shares demonstrates compensation alignment with shareholder interests
• Detailed disclosure provides clear post-transaction beneficial ownership balances for Class A common stock

Negative

• Multiple disposals at $59.89 reduced the reporting person’s direct holdings on the same date as vesting
• No explanation in the filing for the purpose of the sales (e.g., tax withholding, diversification), so intent is not stated

Insights

Financial Analyst

TL;DR: Compensation awards vested and partial sales occurred the same day, leaving Tomsic with meaningful Class A holdings but lower totals after executed sales.

The Form 4 documents routine executive equity vesting (RSUs and PSUs) on August 15, 2025, with several corresponding open-market or plan-based sales at $59.89 per share. Vesting events increase potential alignment with shareholders while the sales crystallize proceeds and reduce direct holdings. The filing provides specific share counts before and after each action, enabling precise tracking of the CFO's stake changes; however, no additional context on purpose of sales or use of proceeds is provided within the form.

Corporate Governance Expert

TL;DR: Transactions appear to be standard compensation vesting and subsequent disposals, disclosed under Section 16 reporting.

The disclosure follows Section 16 requirements and includes attorney-in-fact signature, detailed tranche schedules, and vesting history for RSUs and PSUs. The mix of vesting and sales is common for executive compensation liquidity and tax planning. All transactions are reported with transaction codes and post-transaction beneficial ownership, meeting filing norms; no governance red flags or unexplained related-party transfers are present in the document itself.

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

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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^*

Tomsic Steven

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Class A Common Stock	08/15/2025		M		15,875	A	(1)	149,798	D
Class A Common Stock	08/15/2025		F		7,690	D	$59.89	142,108	D
Class A Common Stock	08/15/2025		M		15,417	A	(1)	157,525	D
Class A Common Stock	08/15/2025		F		7,468	D	$59.89	150,057	D
Class A Common Stock	08/15/2025		M		14,836	A	(1)	164,893	D
Class A Common Stock	08/15/2025		F		7,535	D	$59.89	157,358	D
Class A Common Stock	08/15/2025		M		47,139	A	(1)	204,497	D
Class A Common Stock	08/15/2025		F		23,941	D	$59.89	180,556	D

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)	08/15/2025		M			15,875	(2)	(2)	Class A Common Stock	15,875	$0	0	D
Restricted Stock Units	(1)	08/15/2025		M			15,417	(3)	(3)	Class A Common Stock	15,417	$0	15,424	D
Restricted Stock Units	(1)	08/15/2025		M			14,836	(4)	(4)	Class A Common Stock	14,836	$0	29,677	D
Performance Stock Units	(1)	08/15/2025		M			47,139	08/15/2025	08/15/2025	Class A Common Stock	47,139	$0	0	D

Explanation of Responses:

1. Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock.

2. The restricted stock units vested one-third on August 15, 2023, one-third on August 15, 2024 and the remainder of the award vested on August 15, 2025.

3. The restricted stock units vested one-third on August 15, 2024, one-third on August 15, 2025 and the remainder of the award will vest on August 15, 2026.

4. The restricted stock units vested one-third on August 15, 2025, will vest one-third on August 15, 2026 and the remainder of the award will vest on August 15, 2027.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for Steven Tomsic	08/19/2025
	** 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).
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FAQ

What did the FOXA Form 4 filed by Steven Tomsic report?

The Form 4 reports vesting of restricted stock units and performance stock units and sales of Class A common stock on August 15, 2025.

How many shares were acquired through vesting on August 15, 2025 for FOXA?

The filing shows vesting-related acquisitions of RSUs and PSUs totaling 47,139 PSUs plus multiple RSU tranches (e.g., 15,875; 15,417; 14,836 in various tranches).

At what price were FOXA shares sold according to the Form 4?

Several disposals are reported at $59.89 per share.

What is Steven Tomsic’s role at Fox Corporation as listed on the filing?

He is listed as Chief Financial Officer and an officer reporting person.

When was the Form 4 signed and by whom?

The form bears a signature by Laura A. Cleveland as Attorney-in-Fact for Steven Tomsic dated August 19, 2025.