FOXA insider Form 4: Murdoch family trusts divest all reported holdings

Rhea-AI Filing Summary

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.

Positive

• Orderly disposition via underwritten offering for 16,835,016 Class B shares at $53.46, which provides price discovery and liquidity
• Large block acquisition by LGC Holdco, LLC suggests institutional purchase rather than fragmented market selling

Negative

• Complete divestiture by the reporting Murdoch family trusts resulting in no remaining reported interest, a material insider ownership reduction
• Very large insider sales totaling tens of millions of Class B shares (34,268,895 and 16,835,016), which may increase free float and could exert downward pressure on share price

Insights

Corporate Governance Expert

TL;DR: Significant insider divestiture by family trusts removes reported insider ownership; governance concentration shifts.

The coordinated transfers and near-immediate sales indicate a planned reallocation of Murdoch family-held shares. The use of an underwritten offering for 16,835,016 Class B shares suggests a marketable, structured disposition for that tranche, while the large block purchases by LGC Holdco, LLC for other tranches indicate an institutional acquisition rather than dispersed public selling. From a governance standpoint, the reported trusts disclaim beneficial ownership but previously were treated as a group; their exit reduces the circle of insiders reporting ownership on Form 4s and may change future disclosure dynamics.

Securities Analyst

TL;DR: Material share sales occurred: ~51.1 million total shares reported sold across classes; this is a material liquidity event.

The transactions include 16,835,016 Class B shares sold in an underwritten offering at $53.46 and 34,268,895 Class B shares plus 9,498 Class A shares sold at prices reflected as $33.99 for specified lots. The scale—tens of millions of Class B shares—represents a material disposition by previously affiliated family trusts. The filing explicitly states the reporting trusts no longer hold any interest, which is a definitive change in insider holdings and could affect shareholder composition and float.

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^*

MFT SH Family Trust

(Last) (First) (Middle)

JESSE ANGELO

421 HUDSON STREET APT. 410

(Street)

NEW YORK NY 10014-3649

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/10/2025		S		9,498(1)(4)(5)(6)(7)	D	$33.99	0	D
Class B Common Stock	09/10/2025		S		34,268,895(2)(4)(5)(6)(7)	D	$33.99	0	D
Class B Common Stock	09/10/2025		S		16,835,016(3)(4)(5)(6)(7)	D	$53.46	0	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

1. Name and Address of Reporting Person^*

MFT SH Family Trust

(Last) (First) (Middle)

JESSE ANGELO

421 HUDSON STREET APT. 410

(Street)

NEW YORK NY 10014-3649

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EM 2025 Family Trust

(Last) (First) (Middle)

RISE FIDUCIARY SERVICES II LLC

C/O M. CARANO, 100 W. LIBERTY ST., 10 FL

(Street)

RENO NV 89501

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MacLeod Family Discretionary Trust

(Last) (First) (Middle)

EBOR MANAGEMENT COMPANY LIMITED

P.O. BOX 1905

(Street)

JACKSON WY 83001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Consists of 3,166 shares of class A common stock of the issuer ("Class A Shares") sold by each of MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust (collectively, the "Reporting Persons").

2. Consists of 11,422,965 shares of class B common stock of the issuer ("Class B Shares") sold by each of the Reporting Persons.

3. Consists of 5,611,672 Class B Shares sold by each of the Reporting Persons.

4. As a result of certain agreements entered into by and among the Reporting Persons and certain other stockholders of the issuer, the Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 and may be deemed to share beneficial ownership of the shares of class A common stock and class B common stock reported herein (the "Shares"). Each of the Reporting Persons disclaims beneficial ownership of any such Shares, except to the extent of its respective pecuniary interest therein.

5. Each of the Reporting Persons is a trust established by the trustee of the Mudoch Family Trust (the "MFT") for the benefit of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations.

6. On September 6, 2025, the MFT transferred (i) approximately 50% of the Class A Shares and 50% of the Class B Shares held by the MFT to the Reporting Persons and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations. On September 10, 2025, the Reporting Persons sold a total of (i) 16,835,016 Class B Shares in an underwritten offering (the "Underwritten Offering") and (ii) 9,498 Class A Shares and 34,268,895 Class B Shares in a series of transactions where they were ultimately acquired by LGC Holdco, LLC (the "Purchase").

7. As a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the issuer.

Remarks:

Pursuant to Instruction 5(b)(v), this Form 4 is filed jointly by MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust.

	/s/ Jesse Angelo, trustee of the MFT SH Family Trust	09/10/2025
	/s/ Paula Wardynski, trustee of the EM 2025 Family Trust	09/10/2025
	/s/ Patricia Overdyke, trustee of the MacLeod Family Discretionary Trust	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Fox Corporation insiders report on Form 4 (FOXA)?

The filing reports that three family trusts sold a total of 16,835,016 Class B shares in an underwritten offering at $53.46, and sold 34,268,895 Class B shares plus 9,498 Class A shares in transactions ultimately acquired by LGC Holdco, LLC.

When were the transactions for FOXA reported?

The transactions were reported with an earliest transaction date of 09/10/2025.

Who were the reporting persons in the FOXA Form 4 filings?

The Form 4s were filed jointly by MFT SH Family Trust, EM 2025 Family Trust, and MacLeod Family Discretionary Trust, each represented by their respective trustees.

Did the reporting trusts retain any Fox (FOXA) shares after these transactions?

No. The Form 4 disclosures state that none of the reporting persons have any interest, directly or indirectly, in the issuer following the transactions.

What triggered the transfers to the reporting trusts?

The filing states that on September 6, 2025, the Murdoch Family Trust transferred approximately 50% of certain Class A and Class B shares to the reporting trusts, which were then sold on September 10, 2025.