Fox (FOX) Chief Legal Officer Adam Ciongoli Receives RSUs; Shares Withheld

What Happened
Adam G. Ciongoli, Chief Legal and Policy Officer of Fox Corporation (FOX), had three restricted stock unit (RSU) awards convert into a total of 49,887 shares on August 15, 2026. Of those shares, 25,052 were withheld to cover tax liabilities at an effective withholding price of $69.04/share, generating approximately $1,729,590 in cash. The net shares delivered to Ciongoli after withholding were 24,835.

Key Details

• Transaction date: August 15, 2026; Form 4 filed August 18, 2026.
• Gross shares from RSU conversion: 49,887 (breakdown: 25,741; 14,975; 9,171).
• Shares withheld for taxes (code F): 12,926; 7,520; 4,606 — total 25,052 shares at $69.04 → $892,411 + $519,181 + $317,998 = $1,729,590.
• Net shares retained by insider: 24,835.
• Transaction codes: M = exercise/conversion of derivative (RSU → shares); F = payment of tax liability via share withholding. Some filing lines show $0 derivative disposals reflecting conversion of RSUs to shares.
• Footnotes: these were RSU awards (each RSU = one Class A share). The three awards have staggered vesting schedules per the filing (see F2–F4); some awards vested fully on Aug 15, 2026, others have remaining future vesting dates.
• Shares owned after the transaction were not stated in the provided extract of the filing.

Context

• This was not an open-market sale; it’s a routine net settlement of vested RSUs where the company withholds shares to satisfy tax withholding. Such withholding transactions are administrative and do not necessarily signal insider buying or selling intent.
• Total cash received by the company (from withholding) was about $1.73M; the insider received 24,835 shares net.
• The filing date (Aug 18) is three calendar days after the transaction date (Aug 15); the filing itself does not specify any tardiness flag in the provided data.