Fox (FOX) President/COO John Nallen Exercises RSUs and Sells Shares

What Happened

• John Nallen, President and COO of Fox Corporation, had restricted stock units (RSUs) and performance stock units (PSUs) vest on August 15, 2026 and converted those units into common shares. A total of 137,711 shares were issued on vesting/exercise (multiple RSU/PSU awards).
• To satisfy tax withholding, 65,864 of those shares were surrendered/sold at $69.04 per share, generating proceeds of $4,547,251. The filings show the derivative awards converted to shares (reported at $0.00 in certain derivative disposition lines) and the share disposals reported under tax withholding entries.

Key Details

• Transaction date: August 15, 2026; Form 4 filed August 18, 2026 (timely filing).
• Shares issued on vesting/exercise (code M): 137,711 total (25,946 + 24,961 + 19,874 + 66,930).
• Shares disposed for tax withholding (code F): 65,864 total (12,025 + 11,569 + 9,678 + 32,592) at $69.04/share, proceeds $4,547,251.
• Net shares retained from the vesting after withholding: 71,847 shares (137,711 issued − 65,864 withheld).
• Footnotes: F1 confirms each RSU/PSU converts to one Class A share; F2–F4 describe the original vesting schedules for the awards (some portions vested earlier years, remainder vested Aug 15, 2026).
• Filing timeliness: Reported three days after the vesting date but filed on the second business day following the weekend transaction (Aug 18), consistent with Form 4 timing rules.

Context

• This was a vesting/conversion of equity awards (derivative instruments), not an open-market purchase or voluntary sale for investment. The share disposals were routine tax-withholding/surrender transactions to cover payroll tax obligations arising from vesting.
• Transaction codes: M = exercise/conversion of derivative (RSU/PSU vesting); F = payment of exercise price or tax liability (shares withheld/sold to cover taxes).
• Such withholding/surrender transactions are common following vesting and do not necessarily signal a change in insider sentiment.