Fox Corp (FOXA) COO Nallen Reports Vesting and Disposals on Form 4

Rhea-AI Filing Summary

John Nallen, President and Chief Operating Officer of Fox Corporation (FOXA), reported multiple transactions on 08/15/2025. The Form 4 shows restricted stock units and performance stock units converting to Class A common stock and contemporaneous disposals at $59.89 per share. Individual non-derivative entries record shares acquired via vesting and shares sold, with beneficial ownership totals moving between filings: ending direct ownership reported at 318,268 to 396,838 Class A shares across reported lines and 120,921 shares held indirectly in trust. The derivative table shows RSUs and PSUs tied to the same dates and vesting schedules, including RSU tranches that vested in prior years and PSU vesting effective 08/15/2025. The form is signed by an attorney-in-fact on behalf of Mr. Nallen on 08/19/2025.

Positive

• Transparent disclosure of vesting schedules and numbers for restricted stock units and performance stock units
• Uniform sale price reported ($59.89) for dispositions, providing clear price visibility

Negative

• No dollar proceeds disclosed for the reported dispositions (only per-share price is shown)
• No company-level context such as total outstanding shares or dilution impact is provided in this filing

Insights

Corporate Governance Expert

TL;DR: Insider reported scheduled vesting and partial sales consistent with compensation-plan mechanics, not an unexplained change in control.

The filings document multiple scheduled vesting events for restricted stock units and performance stock units and contemporaneous open-market disposals at $59.89 per share. The pattern and the provided vesting schedules in the explanation indicate these were plan-driven equity compensation settlements rather than ad hoc grants or transfers. Beneficial ownership totals show material direct holdings alongside indirect trust holdings, which is typical for executive compensation structures. No new grants beyond the reported vesting or any unusual related-party transactions are disclosed in this Form 4.

Securities Analyst

TL;DR: Transaction mix of vesting acquisitions and sales had limited disclosed market-impact detail.

The report lists multiple acquisitions via vesting (codes 'M') and multiple dispositions (code 'F') at a uniform price of $59.89. The total numbers underlying the derivative awards are specified, and vesting schedules are provided for three RSU tranches plus PSUs. While the absolute share counts are disclosed, dollar amounts realized from sales and any subsequent changes to outstanding award metrics beyond these entries are not detailed here. This Form 4 is informative about executive holdings but does not include company-wide dilution metrics or total outstanding share counts.

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^*

NALLEN JOHN

(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)
	President, COO

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		26,458	A	(1)	304,961	D
Class A Common Stock	08/15/2025		F		12,574	D	$59.89	292,387	D
Class A Common Stock	08/15/2025		M		25,697	A	(1)	318,084	D
Class A Common Stock	08/15/2025		F		12,212	D	$59.89	305,872	D
Class A Common Stock	08/15/2025		M		24,729	A	(1)	330,601	D
Class A Common Stock	08/15/2025		F		12,333	D	$59.89	318,268	D
Class A Common Stock	08/15/2025		M		78,570	A	(1)	396,838	D
Class A Common Stock	08/15/2025		F		39,185	D	$59.89	357,653	D
Class A Common Stock								120,921	I	By Trust

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			26,458	(2)	(2)	Class A Common Stock	26,458	$0	0	D
Restricted Stock Units	(1)	08/15/2025		M			25,697	(3)	(3)	Class A Common Stock	25,697	$0	25,704	D
Restricted Stock Units	(1)	08/15/2025		M			24,729	(4)	(4)	Class A Common Stock	24,729	$0	49,459	D
Performance Stock Units	(1)	08/15/2025		M			78,570	08/15/2025	08/15/2025	Class A Common Stock	78,570	$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 John Nallen	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 John Nallen report on the Form 4 for FOXA?

Several restricted stock units (RSUs) and performance stock units (PSUs) vested on 08/15/2025, with corresponding acquisitions and multiple dispositions reported at $59.89 per share.

What was the per-share price for the dispositions reported by John Nallen?

$59.89 per share is the price reported for the disposal transactions on 08/15/2025.

How many Class A shares did John Nallen beneficially own after the reported transactions?

The Form 4 shows varying line totals with direct beneficial ownership figures including 318,268 and 396,838 shares on different lines and 120,921 shares indicated as held indirectly by trust.

Do the disclosures explain the RSU/PSU vesting schedule?

Yes. Explanations state staggered vesting for three RSU tranches (one-third each over specified years) and that certain RSUs and PSUs vested on dates including 08/15/2023–2027 as detailed in the form.

Who signed the Form 4 filing for John Nallen?

The filing is signed by Laura A. Cleveland as Attorney-in-Fact for John Nallen on 08/19/2025.