8-KMaterial AgreementsOther EventsExhibits & Filings

Fox Corp 8-K Report, Material Agreement (Sep 10, 2025)

Filed September 10, 2025For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) has filed an 8-K report detailing significant changes to its stockholders agreements and a secondary offering of Class B common stock. The company terminated its previous stockholders agreement with the Murdoch Family Trust (MFT) and entered into a new agreement with LGC Holdco, LLC and trusts benefiting Lachlan K. Murdoch and his descendants (LGC Family Trusts). This new agreement largely mirrors the previous one, maintaining a 44% cap on voting power for Class B shares held by the Murdoch family entities collectively, with provisions for forfeiture of votes to ensure compliance. The agreement also includes a right of first refusal for Fox Corp on certain public offerings by LGC Holdco and customary registration rights. In a separate event, the company facilitated a secondary offering where certain Murdoch family trusts (Prudence MacLeod, Elisabeth Murdoch, and James Murdoch trusts) sold approximately 16.8 million shares of Class B common stock at $53.46 per share. This offering was completed on September 10, 2025, and Fox Corporation itself did not sell any shares or receive any proceeds from this transaction, as it was solely a sale by existing stockholders.

Key Highlights

  • 1Fox Corp terminated its prior stockholders agreement with the Murdoch Family Trust (MFT).
  • 2A new stockholders agreement was executed with LGC Holdco, LLC and trusts for Lachlan K. Murdoch's family (LGC Family Trusts).
  • 3The new agreement maintains the 44% collective voting power cap on Class B shares for the Murdoch family entities.
  • 4Fox Corp has a right of first refusal on certain underwritten public offerings of Class B shares by LGC Holdco or LGC Family Trusts.
  • 5Certain Murdoch family trusts sold 16,835,016 shares of Class B common stock in a secondary offering.
  • 6The secondary offering was priced at $53.46 per share, with the sale closing on September 10, 2025.
  • 7Fox Corporation received no proceeds from the secondary offering as it involved shares sold by existing stockholders.

Frequently Asked Questions

The new stockholders agreement, entered into with LGC Holdco and trusts for Lachlan K. Murdoch's family, aims to govern the ownership and voting of Class B common stock. It largely replicates previous arrangements, notably a 44% cap on the collective voting power of Class B shares held by various Murdoch family entities to maintain a certain ownership structure.

No, Fox Corporation did not sell any shares in the secondary offering. The transaction involved the sale of approximately 16.8 million shares of Class B common stock by existing stockholders, namely trusts established for the benefit of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch. Therefore, Fox Corp did not receive any proceeds from this offering.

The 44% limitation on the collective voting power of Class B shares held by specific Murdoch family entities is a key provision designed to ensure a particular control structure within Fox Corporation. It prevents any single group of related shareholders from exceeding this threshold in voting power, which can impact corporate governance and strategic decisions.

The right of first refusal grants Fox Corporation the opportunity to purchase shares of Class B common stock intended for public offering by the LGC Family Trusts or LGC Holdco before they can be sold to an external party. This provision can help Fox Corp manage its shareholder base or potentially consolidate ownership, subject to certain exceptions.