Rupert Murdoch to Receive 110,002 FOXA Shares from PSUs on Aug 15, 2025

Rhea-AI Filing Summary

Keith Rupert Murdoch, identified as Chairman Emeritus of Fox Corporation, reported the acquisition of 110,002 performance stock units on 08/08/2025. Each unit converts to one share of Fox Corporation's Class A common stock upon vesting; the units were originally awarded in August 2022 after achievement of predetermined performance measures over a three-year performance period and shall vest on August 15, 2025. The filing shows the underlying 110,002 Class A shares acquired at a conversion price of $0 and held directly. The Form 4 was executed by an attorney-in-fact and dated 08/11/2025.

Positive

• 110,002 performance stock units will convert into 110,002 Class A shares on August 15, 2025, increasing direct beneficial ownership.
• The units were awarded after achievement of pre-determined performance measures over a three-year period, indicating performance-based compensation.

Negative

• None.

Insights

Securities Analyst

TL;DR: A performance-based award for 110,002 shares vests, materially increasing direct beneficial ownership but reflects compensation vesting rather than open-market trading.

The Form 4 documents the acquisition of 110,002 performance stock units that convert one-for-one to Class A common shares on vesting. This is a vesting of previously granted, performance-conditioned compensation originally awarded in August 2022 after the achievement of specified performance measures. For investors, the transaction signals an increase in direct ownership by the reporting person effective upon vesting, but it is a scheduled compensation event rather than a discretionary purchase or sale on the market. The filing is routine in structure and timing and was signed by an attorney-in-fact on 08/11/2025.

Corporate Governance Expert

TL;DR: Governance-wise, the award vests after pre-set performance criteria were met, aligning executive compensation with long-term targets.

The disclosure confirms that the 110,002 units were awarded only after pre-determined performance measures over a three-year period were achieved, and they vest on a specified future date. This structure reflects performance-based compensation governance practices designed to align executive interests with shareholder outcomes. The direct ownership form and clear vesting schedule are consistent with transparent insider reporting obligations. The Form 4 was filed by one reporting person and executed by an attorney-in-fact.

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^*

MURDOCH KEITH RUPERT

(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
	Officer (give title below)	X	Other (specify below)
			Chairman Emeritus

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
Performance Stock Units	(1)	08/08/2025		A		110,002(2)		08/15/2025	08/15/2025	Class A Common Stock	110,002	$0	110,002	D

Explanation of Responses:

1. Each performance stock unit represents the contingent right to receive one share of Fox Corporation's Class A Common Stock upon vesting.

2. 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.

Remarks:

	/s/ Laura A. Cleveland as Attorney-in-Fact for Keith Rupert 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.
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 transaction was reported on the FOXA Form 4?

The Form 4 reports the acquisition of 110,002 performance stock units on 08/08/2025 that will vest into Class A common stock on 08/15/2025.

How many shares will be received and at what price?

110,002 underlying Class A shares will be issued upon vesting; the reported conversion price is $0.

Who is the reporting person on the Form 4?

The reporting person is Keith Rupert Murdoch, listed as Chairman Emeritus of Fox Corporation.

When were the performance units originally awarded?

The performance stock units were originally awarded in August 2022 after achievement of specified performance measures over the three-year performance period.

When and who signed the Form 4 filing?

The Form 4 was signed by Laura A. Cleveland as Attorney-in-Fact for Keith Rupert Murdoch and dated 08/11/2025.