08/11/2025 | Press release | Distributed by Public on 08/11/2025 15:55
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tomsic Steven C/O FOX CORPORATION 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
Chief Financial Officer | |||
| /s/ Laura A. Cleveland as Attorney-in-Fact for Steven Tomsic | 08/11/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |