8-KOther EventsExhibits & Filings

Fox Corp 8-K Report, Corporate Update (Sep 8, 2025)

Filed September 8, 2025For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) announced on September 8, 2025, a significant development regarding the Murdoch Family Trust (MFT). A mutual resolution has been reached for legal proceedings in Nevada concerning the MFT. As part of this resolution, new trusts will be established for the benefit of Lachlan Murdoch, Grace Murdoch, and Chloe Murdoch. Notably, Prudence MacLeod, Elisabeth Murdoch, and James Murdoch, along with their descendants and charitable organizations (referred to as the "Departing Beneficiaries" and "Selling Stockholders"), will cease to be beneficiaries of any trust holding Fox Corporation shares. Concurrently, the Selling Stockholders intend to offer approximately 16.9 million shares of Fox Corporation's Class B common stock. These shares were previously held by the MFT and will be sold in an underwritten public offering. It is crucial for investors to understand that Fox Corporation itself is not selling any shares and will not receive any proceeds from this offering. The proceeds will go entirely to the Selling Stockholders. The completion of this offering is contingent upon market and other conditions, with no guarantee of execution at this time.

Key Highlights

  • 1Murdoch Family Trust legal proceedings resolved, impacting beneficiary status.
  • 2New trusts to be established for Lachlan Murdoch, Grace Murdoch, and Chloe Murdoch.
  • 3Prudence MacLeod, Elisabeth Murdoch, and James Murdoch will no longer be beneficiaries of trusts holding FOXA shares.
  • 4Selling Stockholders (Departing Beneficiaries and related entities) plan to offer ~16.9 million Class B shares.
  • 5Fox Corporation is not selling shares and will not receive proceeds from the offering.
  • 6The offering is subject to market and other conditions; completion is not assured.

Frequently Asked Questions

The main impact is that certain beneficiaries of the Murdoch Family Trust, including James, Elisabeth, and Prudence Murdoch, will cease to be beneficiaries of trusts holding Fox Corporation shares. This also triggers a significant secondary offering of Class B shares by these former beneficiaries.

No, Fox Corporation will not receive any proceeds from the offering. The approximately 16.9 million Class B shares being offered belong to the Selling Stockholders, and all proceeds from the sale will go to them.

While the "Departing Beneficiaries" will no longer be beneficiaries of trusts holding FOXA shares, they or their associated entities are now the "Selling Stockholders" who intend to sell a substantial block of shares. This could lead to increased trading volume and potentially impact share price dynamics, depending on market reception.

No, the offering is explicitly stated to be subject to market and other conditions. There is no certainty as to whether or when the offering may be completed.