FOXA Insider Activity: Ciongoli RSU Vesting and Share Sales Reported

Rhea-AI Filing Summary

Adam G. Ciongoli, Chief Legal and Policy Officer of Fox Corporation (FOXA), reported transactions dated 08/15/2025. The filing shows two restricted stock unit vesting events totaling 25,496 and 14,836 RSUs, and two share dispositions of 12,803 and 7,450 shares sold at $59.89 per share. Each RSU represents one share of Class A common stock. The reported beneficial ownership figures following the transactions appear in the filing and range in the table entries from 58,489 to 73,325 shares depending on the line item. The form is signed by an attorney-in-fact and contains vesting schedules for the awards.

Positive

• RSU vesting disclosed showing compensation being realized through planned tranches (25,496 and 14,836 RSUs).
• Transparent reporting with explicit share counts, sale prices ($59.89) and vesting schedule details included in the filing.

Negative

• Share disposals occurred (12,803 and 7,450 shares sold) reducing the insider's immediate shareholdings.
• No indication of a 10b5-1 plan on the form, so sales are not identified as pre-arranged trades claiming affirmative defense.

Insights

Financial Analyst

TL;DR: Insider reported RSU vesting and partial sales on the same date; routine compensation vesting with modest sell-down.

The filing documents customary restricted stock unit vesting for an executive and contemporaneous disposals of vested shares at $59.89 per share. The transactions reflect compensation realization rather than an open-market accumulation or a large-scale divestiture. The amounts sold (12,803 and 7,450 shares) are meaningful at the individual level but are not presented as unusually large relative to the company as a whole in this filing. No derivatives other than RSUs are exercised beyond conversion to Class A shares as indicated.

Corporate Governance Expert

TL;DR: Filing shows standard executive vesting schedule and sales; disclosures comply with Section 16 reporting.

The submission includes explicit explanations of the RSU vesting tranches and timing, indicating scheduled vesting over multiple years. Sales were reported and a third-party attorney-in-fact signed the form, consistent with procedural norms. There is no indication of a Rule 10b5-1 plan check box being marked, so the filing does not assert an affirmative defense under such a plan.

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

OMB Number:			3235-0287
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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)
08/15/2025

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		25,496	A	(1)	71,292	D
Class A Common Stock	08/15/2025		F		12,803	D	$59.89	58,489	D
Class A Common Stock	08/15/2025		M		14,836	A	(1)	73,325	D
Class A Common Stock	08/15/2025		F		7,450	D	$59.89	65,875	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			25,496	(2)	(2)	Class A Common Stock	25,496	$0	25,501	D
Restricted Stock Units	(1)	08/15/2025		M			14,836	(3)	(3)	Class A Common Stock	14,836	$0	29,677	D

Explanation of Responses:

1. Each restricted 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, 2024, one-third on August 15, 2025 and the remainder of the award will vest on August 15, 2026.

3. 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 Adam G. Ciongoli	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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did FOXA insider Adam G. Ciongoli report on Form 4 dated 08/15/2025?

The filing reports RSU vesting of 25,496 and 14,836 units and sales of 12,803 and 7,450 Class A shares at $59.89 per share.

How many restricted stock units vested for the reporting person?

The filing shows two vesting events totaling 40,332 restricted stock units (25,496 and 14,836 RSUs).

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

The disclosed sale price for the reported disposals is $59.89 per share.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan?

No; the form does not show the 10b5-1 plan checkbox marked and provides no statement asserting such a plan.

Who signed the Form 4 on behalf of the reporting person?

The form is signed by Laura A. Cleveland as Attorney-in-Fact for Adam G. Ciongoli on 08/19/2025.