Business Context and Reporting Period
This Form 8-K Current Report is filed by Fox Corporation (FOX/FOXA) on September 8, 2025, with a signature date of September 10, 2025. The filing reports on the resolution of litigation involving the Murdoch Family Trust (MFT), the execution of a new stockholders agreement, and the completion of a secondary share offering by specific selling stockholders.
Key Financial Metrics and Transaction Details
The filing details a secondary offering of Class B common stock with the following metrics:
- Shares Sold: 16,835,016 shares of Class B common stock.
- Price Per Share: $53.46.
- Total Proceeds: Approximately $899.9 million (calculated from share count and price).
- Proceeds to Company: $0. The Company did not sell any shares and received no proceeds from this transaction.
- Underwriter: Morgan Stanley & Co. LLC.
- Closing Date: September 10, 2025.
The filing does not provide updated revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company.
Material Changes and Agreements
Significant corporate governance and ownership changes were executed on September 8, 2025:
- Termination of Previous Agreement: The 2019 Stockholders Agreement between Fox Corporation and the Murdoch Family Trust (MFT) was terminated.
- New Stockholders Agreement: A new agreement was entered into between the Company, LGC Holdco, LLC, and three trusts (the "LGC Family Trusts") for the benefit of Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch.
- Voting Limitations: The new agreement maintains a limitation preventing the Murdoch Individuals and the LGC entities from collectively owning more than 44% of the outstanding voting power of Class B common stock. Votes must be forfeited if this threshold is exceeded, unless a Murdoch Individual votes differently from the others.
- Right of First Refusal: The Company now holds a right of first refusal regarding underwritten public offerings of Class B shares held by the LGC Family Trusts or LGC Holdco to non-affiliates.
Outlook, Risks, and Management Commentary
The filing indicates that the new stockholders agreement is substantially similar to the previous one regarding voting caps. The agreement will terminate upon the distribution of substantially all Class B shares held by the LGC entities or by mutual written consent. The filing does not contain forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the standard legal qualifications regarding the agreements.
Investor Verification Checklist
- Verify the exact ownership percentages of the Murdoch Individuals and LGC entities post-offering to confirm compliance with the 44% voting cap.
- Confirm that the Company received zero proceeds from the $899.9 million secondary offering.
- Review the full text of the New Stockholders Agreement (Exhibit 10.2) for specific exceptions to the right of first refusal.
- Monitor future filings for any changes in the voting structure if the LGC entities distribute their shares.