Fox Corp (FOX) CFO Steven Tomsic Exercises Awards, Withholds Shares for Taxes

What Happened

• Steven Tomsic, Chief Financial Officer of Fox Corporation (FOX), had equity awards convert to 79,870 shares on August 15, 2026 (reported on Form 4 filed Aug 18, 2026). To cover tax withholding obligations, 40,020 shares were withheld and disposed at an effective withholding price of $69.04, raising $2,762,980. Net shares retained after withholding were 39,850.
• The filing shows the conversion/exercise of derivative awards (code M) and the tax withholding/share-for-tax payments (code F). Some entries list zero-dollar disposals tied to the derivative conversion, which correspond to the settlement/conversion reporting of the awards.

Key Details

• Transaction date: August 15, 2026; Form 4 filed August 18, 2026 (timely).
• Shares acquired upon conversion/vesting: 79,870.
• Shares withheld/disposed to pay taxes: 40,020 at $69.04 per share; total proceeds $2,762,980.
• Net shares retained: 39,850.
• Footnotes: F1 = each RSU/PSU equals one Class A share; F2–F4 = vesting schedules for the awards (parts vested Aug 15 in 2024–2026 or to vest in future years depending on award).
• Transaction codes: M = exercise/conversion of derivative awards; F = payment of exercise price/tax liability (share withholding).
• No indication this was an open-market sale by the insider; the disposals are for tax withholding. Not a 10% owner transaction.

Context

• This appears to be routine vesting/conversion of restricted and/or performance stock units with shares withheld to satisfy tax obligations (a common, administrative action). Such tax-withholding disposals are not the same as an open-market sale intended to monetize a position and typically do not signal a change in insider sentiment.
• For retail investors: exercises/conversions that result in retained shares can be mildly bullish since the insider keeps stock, but tax-withholding sales are standard and should be interpreted accordingly.