[Form 4] Fox Corporation Insider Trading Activity

Rhea-AI Filing Summary

Lachlan K. Murdoch reported the acquisition of equity awards in Fox Corporation, receiving 99,963 restricted stock units, 172,859 performance stock units and 152,523 performance stock options. The performance stock units were originally awarded in August 2022 and are stated to vest in shares on August 15, 2025. The restricted stock units vest in three equal installments on August 15, 2026, 2027 and 2028.

The performance stock options carry an exercise price of $54.03, show an expiration date of August 8, 2035 in the table and are described as potentially vesting and becoming exercisable on August 8, 2028 if the company’s Class A common stock attains a 15% price increase over the exercise price for at least 30 consecutive days during the performance period. All reported holdings are shown as direct beneficial ownership.

Positive

• 172,859 performance stock units are stated to vest into Class A common stock on August 15, 2025.
• 99,963 restricted stock units were acquired with a clear time-based vesting schedule (one-third on each of August 15, 2026, 2027, 2028).
• 152,523 performance stock options were reported with an exercise price of $54.03, indicating structured long-term incentive alignment.

Negative

• Performance options vesting is contingent on a 15% stock price increase for at least 30 consecutive days, creating a meaningful performance hurdle.
• Vesting schedules and performance conditions delay share delivery, so there is no immediate increase in free-floating shares despite the grant.

Insights

Corporate Governance Expert

TL;DR: Significant executive equity awards were recorded; vesting and performance conditions are clearly specified.

The Form 4 documents grants totaling 425,345 equity instruments to the Executive Chair/CEO, split among restricted stock units, performance stock units and performance stock options. Vesting schedules are explicit: RSUs vest one-third annually beginning August 15, 2026; PSUs vest on August 15, 2025 after a three-year performance period; options include a 15% stock-price hurdle and have a stated expiration of August 8, 2035. All awards are reported as direct ownership, which aligns management compensation with shareholder outcomes but contains clear performance gating for option exercisability.

Securities Analyst

TL;DR: The awards increase potential future share dilution but include performance and time-based vesting limiting immediate impact.

The disclosure shows 99,963 RSUs, 172,859 PSUs (vesting Aug 15, 2025) and 152,523 performance options with a $54.03 strike. The PSUs already satisfied their performance measures per the filing and will convert to shares on the stated vesting date. The options require a sustained 15% stock-price improvement to vest, reducing probability of immediate exercise. From a capital structure perspective, these awards represent potential future dilution totaling 425,345 underlying shares if all convert or are exercised.

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^*

MURDOCH LACHLAN K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair, CEO

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		99,963		(2)	(2)	Class A Common Stock	99,963	$0	99,963	D
Performance Stock Units	(1)	08/08/2025		A		172,859(3)		08/15/2025	08/15/2025	Class A Common Stock	172,859	$0	172,859	D
Performance Stock Option (Right to Buy)	$54.03	08/08/2025		A		152,523		(4)	08/08/2035	Class A Common Stock	152,523	$0	152,523	D

Explanation of Responses:

1. The restricted stock units and performance stock units each represent 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 units originally awarded in August 2022, were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest in shares of Fox Corporation's Class A Common Stock on August 15, 2025.

4. 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 Lachlan K. Murdoch	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What equity awards did Lachlan Murdoch report for FOXA?

The Form 4 reports 99,963 restricted stock units, 172,859 performance stock units, and 152,523 performance stock options.

When do the reported PSUs for FOXA vest?

The performance stock units are stated to vest in shares on August 15, 2025.

What are the vesting terms for the restricted stock units reported by Murdoch?

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

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

The performance stock options carry an exercise price of $54.03, show an expiration of August 8, 2035 in the table, and may vest/become exercisable on August 8, 2028 if a 15% stock-price increase is achieved for at least 30 consecutive days during the performance period.

Are the reported holdings direct or indirect for FOXA?

All reported securities in the Form 4 are listed as Direct (D) beneficial ownership.