Fox Ord SEC Filings

Fox Corporation filed an 8-K reporting several agreements dated September 8, 2025: an Underwriting Agreement involving Morgan Stanley & Co. LLC and three trust parties, a Termination Agreement with the Murdoch Family Trust, and a Stockholders Agreement with LGC Holdco, LLC and the LGC Family Trusts. The filing also includes an opinion and consent from Weil, Gotshal & Manges LLP and notes that Inline XBRL cover-page tags are embedded. These documents signal a corporate transaction or recapitalization activity affecting ownership and governance arrangements.

Fox Corporation insider filing reports a family reorganization of share ownership completed on September 6, 2025. The Murdoch Family Trust transferred approximately 50% of its Class A and Class B common stock to three "Departing Member Trusts" for Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their descendants and charities, and transferred the remaining Class A and Class B shares to three "LGC Family Trusts" for Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their descendants and charities.

The filing shows reported dispositions of 19,000 shares of Class A common stock and 102,207,826 shares of Class B common stock, with beneficial ownership following the transactions reported as 0 shares for the reporting entities. Cruden Financial Services LLC is the initial sole trustee and manager of the new trusts and LGC Holdco, and may be deemed to continue beneficial ownership for Rule 16 purposes, though it disclaims any pecuniary interest.

Fox Corporation filed a prospectus supplement describing an offering of Class B common stock and related disclosure. The document shows per-share figures including $54.25 and aggregate amounts such as $913,299,618 and a smaller line item of $13,299,662.64. It also summarizes business assets including an AVOD service, Tubi, and ownership of 29 full-power broadcast television stations (including 11 duopolies), with 18 FOX affiliates and 11 MyNetworkTV or independent affiliates.

The supplement details transfer and lock-up restrictions, tax treatment for Non-U.S. holders (notably 30% withholding unless reduced by treaty or Form W-8ECI applies), ERISA/plan fiduciary considerations, indemnification/exculpation and by-law provisions that limit stockholder actions and address related-party opportunity rules involving the Murdoch family and News Corp.

Fox Corporation reported changes to the Murdoch family’s ownership structure and a planned secondary share sale. The trustee and beneficiaries of the Murdoch Family Trust reached a mutual resolution of legal proceedings in Nevada, and new trusts will be created for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch. Prudence MacLeod, Elisabeth Murdoch and James Murdoch will no longer be beneficiaries of any trust holding Fox Corporation shares.

The company also disclosed that trusts for these departing beneficiaries and their descendants and charitable organizations plan an underwritten public offering of approximately 16.9 million shares of Class B common stock previously held by the Murdoch Family Trust. All proceeds from this offering will go to the selling stockholders, and Fox Corporation will not sell any shares or receive any proceeds. The offering remains subject to market and other conditions.

Fox Corporation (FOXA) prospectus supplement excerpts discuss offering mechanics, transfer restrictions, tax treatment for non-U.S. holders, corporate governance and bylaws, and certain assets. The company describes its AVOD service Tubi, 29 full-power U.S. broadcast television stations (including 11 duopolies) with network affiliations (18 FOX, 11 MyNetworkTV in some excerpts), and production companies that create content for the company and third parties. The prospectus explains withholding rules for Non-U.S. Holders, circumstances when gain may be taxed in the U.S., requirements for IRS forms to claim treaty rates, and estate tax exposure for nonresident individuals. It summarizes lock-up agreement terms, permitted transfers, 10b5-1 plan conditions, and advance notice and special-meeting thresholds in the bylaws. The bylaws also include indemnification, limitation of liability and related-party corporate opportunity provisions concerning Murdoch family and News Corp overlap.

Steven Tomsic, Chief Financial Officer of Fox Corporation (FOXA), reported multiple equity award transactions dated August 15, 2025. The filing shows vesting and resulting acquisitions of restricted stock units (RSUs) and performance stock units (PSUs) that together added 47,139 shares subject to PSUs and multiple RSU tranches with net increases recorded. Concurrently, Tomsic disposed of shares in several sales at $59.89 per share, reducing his beneficial ownership totals after each sale. The report is signed by an attorney-in-fact and lists the post-transaction beneficial ownership balances for Class A common stock.

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.

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.

Keith Rupert Murdoch reported multiple transactions in Fox Corporation (FOXA) securities dated 08/15/2025. The filing shows 110,002 performance stock units were treated as acquired and settled into 110,002 Class A shares. Separately, 62,991 Class A shares were disposed of at $59.89, leaving 47,011 Class A shares owned after the sale. The report also lists 13,121 Class A shares held indirectly through the K. Rupert Murdoch 2004 Revocable Trust.

The Form 4 was signed by an attorney-in-fact on behalf of Mr. Murdoch on 08/19/2025. All figures above are taken directly from the filing and describe the nature and quantity of the security transactions reported.