Fox Corp CFO Acquires RSUs, PSUs and Performance Options Totaling 115,998

Rhea-AI Filing Summary

Steven Tomsic, Chief Financial Officer of Fox Corporation (FOXA), reported the acquisition of equity awards that create rights to 115,998 Fox shares. On 08/08/2025 he received 27,262 restricted stock units (RSUs), 47,139 performance stock units (PSUs) and 41,597 performance stock options.

The RSUs convert to one share each and vest one-third on each of August 15, 2026, 2027 and 2028. The PSUs, granted in August 2022 after pre-set performance measures, vest in shares on August 15, 2025. The performance options have an $54.03 exercise price, expire on 08/08/2035, and vest only if Fox's Class A share price rises 15% above the exercise price for at least 30 consecutive days by 08/08/2028. All holdings are reported as direct beneficial ownership.

Positive

• Total potential equity of 115,998 shares was acquired, increasing the reporting person's direct stake in FOXA
• PSUs vested based on achieved performance measures, indicating prior performance targets were met
• Options and RSUs have multi-year vesting, aligning executive incentives with long-term shareholder value

Negative

• Options require a 15% stock-price increase sustained for 30 consecutive days to vest, which delays realizable value
• Exercise price of $54.03 may limit near-term intrinsic value depending on current market price

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related insider reporting; awards align executive pay with long-term performance but are not immediately market-moving.

The Form 4 discloses standard equity compensation elements: time-based RSUs, performance-vested PSUs, and performance-contingent options. The PSUs vested on a performance outcome, and the options contain a defined 15% price hurdle and a long exercise window to 2035, which ties potential upside to sustained stock appreciation. Reporting as direct ownership shows transparent disclosure. This filing is material for governance and compensation oversight but is unlikely to be a standalone catalyst for investors.

Compensation Analyst

TL;DR: Significant aggregate award of 115,998 share-equivalents with mixed vesting schedules balances retention and pay-for-performance.

The mix—time-based RSUs vesting over three years and performance awards that already vested (PSUs) plus options with a 15% performance hurdle—reflects a typical executive package designed to retain the CFO and align pay with multi-year stock performance. The $54.03 strike and the 30-day consecutive hurdle create a meaningful performance gate before options deliver value. From a comp-structure view this is consistent with incentive alignment rather than an unusual governance change.

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
Estimated average burden
hours per response:			0.5

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)
08/08/2025

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 Units	(1)	08/08/2025		A		47,139(3)		08/15/2025	08/15/2025	Class A Common Stock	47,139	$0	47,139	D
Performance Stock Option (Right to Buy)	$54.03	08/08/2025		A		41,597		(4)	08/08/2035	Class A Common Stock	41,597	$0	41,597	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 Steven Tomsic	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.
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 equity awards did FOXA CFO Steven Tomsic receive on the Form 4?

He acquired 27,262 RSUs, 47,139 PSUs and 41,597 performance stock options, totaling 115,998 share-equivalents.

When do the restricted stock units (RSUs) vest?

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

What conditions apply to the performance stock options?

The options have an $54.03 exercise price, expire on 08/08/2035, and vest if the Class A share price rises 15% above the exercise price for at least 30 consecutive days by 08/08/2028.

Were the performance stock units (PSUs) subject to performance conditions?

Yes. The PSUs were originally granted in August 2022 and vested into Class A common stock on August 15, 2025 after achievement of pre-determined performance measures.

Is the reported ownership direct or indirect?

All awards and resulting beneficial ownership are reported as Direct (D).