Fox Corp (FOXA) insider: 59,069 RSUs, 78,570 PSUs vested, 90,127 options

Rhea-AI Filing Summary

Fox Corporation officer John Nallen acquired multiple equity awards on 08/08/2025 totaling 227,766 economic rights to Class A common stock. The report shows 59,069 restricted stock units (RSUs), 78,570 performance stock units (PSUs) and 90,127 performance stock options added to his holdings. The PSUs were originally granted in August 2022 and are scheduled to vest into shares on 08/15/2025 because pre-determined performance measures were achieved.

The RSUs will vest in three equal annual installments on 08/15/2026, 08/15/2027 and 08/15/2028. The performance stock options carry a $54.03 exercise price and may vest if the Class A share price rises by 15% above the exercise price for at least 30 consecutive days before 08/08/2028. These entries reflect equity compensation activity and the specific vesting and performance conditions disclosed by the reporting person.

Positive

• Significant equity awards disclosed: 59,069 RSUs, 78,570 PSUs and 90,127 performance options (total rights: 227,766).
• PSUs vested based on achieved performance: The performance stock units from August 2022 vested and will convert to Class A shares on 08/15/2025.
• Clear vesting schedules and conditions: RSUs vest one-third on each of 08/15/2026, 08/15/2027 and 08/15/2028; options require a 15% price increase for vesting.

Negative

• None.

Insights

Compensation Analyst

TL;DR: Reported awards show mix of time-based RSUs, vested PSUs and performance-conditioned options, aligning pay to time and stock performance.

The filing documents a standard executive compensation mix: time-based restricted stock units that phase in over three years, performance stock units that vested upon meeting multi-year targets, and performance stock options tied to a 15% stock-price hurdle and a measurement window through August 8, 2028. The PSU vesting indicates the reporting person met previously set goals; the option hurdle links potential upside to future share-price appreciation. For investors, this clarifies compensation structure and the specific conditions that must be met before additional equity becomes freely held or exercisable.

Corporate Governance Expert

TL;DR: Disclosure is specific on quantities, vesting timelines and performance conditions, providing clear governance transparency.

The Form 4 details the exact number and type of awards, vesting schedules for RSUs, the vesting result for PSUs granted in 2022, and the explicit exercise price and performance vesting condition for options. This level of specificity supports transparency around insider compensation and potential future share issuance. The filing does not disclose broader contextual metrics (e.g., percent of outstanding shares) so assessment of dilution or materiality to cap structure requires additional data.

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

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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)
08/08/2025

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		59,069		(2)	(2)	Class A Common Stock	59,069	$0	59,069	D
Performance Stock Units	(1)	08/08/2025		A		78,570(3)		08/15/2025	08/15/2025	Class A Common Stock	78,570	$0	78,570	D
Performance Stock Option (Right to Buy)	$54.03	08/08/2025		A		90,127		(4)	08/08/2035	Class A Common Stock	90,127	$0	90,127	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 John Nallen	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did John Nallen receive for FOXA?

The report shows 59,069 RSUs, 78,570 PSUs and 90,127 performance stock options reported on 08/08/2025.

When do the RSUs vest?

The RSUs will vest in three equal installments on 08/15/2026, 08/15/2027 and 08/15/2028.

Did any performance awards vest?

Yes. The 78,570 PSUs, originally awarded in August 2022, are scheduled to vest into Class A shares on 08/15/2025 after achievement of pre-determined performance measures.

What are the terms of the performance stock options?

The performance stock options have an exercise price of $54.03 and may vest if the Class A share price rises by 15% above the exercise price for at least 30 consecutive days before 08/08/2028.

Are the awards direct or indirect holdings?

The filing lists the post-transaction holdings as direct (D) beneficial ownership for the reported awards.