SCHEDULE: Murdoch Family Trusts Divest Fox Corp. Shares

Three Murdoch family trusts completed the sale of all their beneficial ownership in Fox Corporation Class B and Class A shares, totaling approximately $2.89 billion.

Summary

• MFT SH Family Trust, EM 2025 Family Trust, and MacLeod Family Discretionary Trust (Reporting Persons) have fully divested their beneficial ownership in Fox Corporation.
• On September 6, 2025, the Murdoch Family Trust (MFT) transferred approximately 50% of its Class A and Class B shares of Fox Corporation to the Reporting Persons.
• On September 10, 2025, the Reporting Persons sold 16,835,016 Class B Shares in an underwritten offering for approximately $900 million.
• Concurrently, the Reporting Persons sold 9,498 Class A Shares and 34,268,895 Class B Shares of Fox Corporation, along with 7,125 Class A and 24,256,641 Class B shares of News Corporation, to LGC Holdco LLC for approximately $1,990 million.
• The total proceeds from these sales for the Reporting Persons amount to approximately $2.89 billion.
• As a result of these transactions, the Reporting Persons no longer hold any interest in Fox Corporation.

Sentiment

Score: 6

Explanation: The filing details a significant disposition of shares by related party trusts. While the company itself is not raising capital, the successful execution of a large secondary offering and private sale indicates market liquidity and demand for Fox Corporation shares. However, a large insider sale could be viewed with slight caution by some investors, though it's part of a family trust restructuring.

Positives

• Successful completion of a significant share disposition by the selling shareholders, realizing substantial proceeds.
• The underwritten offering of 16,835,016 Class B shares at $54.25 per share indicates market demand for Fox Corporation stock.
• The company's representations and warranties confirm its strong financial position, legal compliance, and robust internal controls.

Negatives

• The disposition by the Murdoch family trusts could be interpreted as a reduction in insider confidence or a strategic shift away from Fox Corporation by these specific family branches.
• The sale of a large block of shares (over 51 million Class B shares and 9,498 Class A shares of Fox Corp, plus News Corp shares) could put downward pressure on the stock price, depending on market absorption.

Risks

• Potential for market disruption or adverse changes in the company's financial condition, earnings, or business operations, which could have impacted the offering if it occurred prior to the closing date.
• Non-compliance with various laws and regulations (e.g., Securities Act, Exchange Act, anti-corruption, anti-money laundering, sanctions) could lead to material adverse effects on the company.
• Breaches or unauthorized access to the company's IT Systems and Personal Data could result in material financial or operational impact.
• Labor disturbances could materially adversely affect the company's business.
• Litigation or regulatory proceedings could result in material adverse changes.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from Fox Corporation management regarding its future financial performance or strategic direction. It primarily details a past share disposition by certain trusts.

Management Comments

• The filing includes standard legal certifications and acknowledgments from company officers and trustees regarding the accuracy of information and compliance with the underwriting agreement, but no notable strategic or operational commentary.

Industry Context

NA

Related Party Transactions

• The disposition of shares by MFT SH Family Trust, EM 2025 Family Trust, and MacLeod Family Discretionary Trust, which are trusts established by the trustee of the Murdoch Family Trust for the benefit of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch and their descendants.
• The sale of shares to LGC Holdco LLC, which is also a lock-up party, suggesting a related entity.
• The transfer of remaining MFT shares to trusts for Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch.

Stakeholder Impact

• Shareholders: The disposition of a large block of shares by significant family trusts could impact market perception and potentially share price. New shareholders acquired shares through the offering.
• Company: The company facilitated the secondary offering but did not receive proceeds. It continues to operate under existing management and governance.
• Selling Shareholders: Realized substantial proceeds from the sale of their entire beneficial ownership in Fox Corporation.

Next Steps

• The company will continue to comply with its covenants under the underwriting agreement, including filing the Final Prospectus and making earnings statements available.
• Certain shareholders, officers, and directors are subject to lock-up agreements for 30 days or 12 months, restricting further sales of common stock.

Key Dates

Recommendation

The filing details a significant secondary offering and private sale of Fox Corporation shares by certain Murdoch family trusts, not by the company itself. While the successful execution of such a large transaction indicates market liquidity and demand, the disposition by key family trusts could be viewed as a neutral to slightly negative signal regarding long-term insider conviction. The company's underlying business fundamentals are not directly addressed or changed by this filing, which primarily concerns a shareholder-level transaction. Therefore, a 'hold' recommendation is appropriate, awaiting further insights into the company's operational performance and strategic direction.

Keywords

Fox Corporation, FOXA, FOX, Schedule 13D, Share Sale, Murdoch Family Trust, Secondary Offering, Underwritten Offering, LGC Holdco, Class B Common Stock, Class A Common Stock, Share Disposition, Insider Selling, Media Company