Fox Ord SEC Filings

Cruden 2, LGC Holdco, Michael Roberson and Lachlan K. Murdoch filed an amended Schedule 13D updating their large ownership position in Fox Corporation’s Class B common stock and describing new commitments related to Fox’s planned acquisition of Roku, Inc.

The filing shows Cruden 2 and LGC Holdco each beneficially own 85,372,810 Class B shares, or about 38.7% of the outstanding Class B stock, with Cruden 2 as sole manager of LGC Holdco. Michael Roberson, as managing director of Cruden 2, may be deemed to share voting and dispositive power over these shares, while Lachlan K. Murdoch may be deemed to beneficially own 85,374,762 Class B shares, including those held by LGC Holdco, though he disclaims beneficial ownership.

The amendment explains that Cruden 2 and LGC Holdco entered into a Voting and Support Agreement with Roku in connection with Fox’s Agreement and Plan of Merger to acquire Roku. Under this agreement, they commit to vote all of their Class B shares for approval of the issuance of Fox Class A shares needed to complete the Roku acquisition and against competing deals, and they agree not to transfer their Class B shares before that stockholder vote, subject to limited exceptions.

Fox Corporation agreed to acquire Roku, Inc. through a two-step cash-and-stock merger. Each Roku share will be converted into 0.9693 of a share of FOX Class A common stock plus $96.00 in cash, with the stock portion targeted to represent 40% of the total merger value via adjustment of the mix. Existing Roku equity awards will be converted into cash and FOX equity awards on similar vesting schedules. Closing requires shareholder approvals, regulatory clearances and Nasdaq listing of new FOX shares, and FOX obtained a committed $12 billion 364-day bridge facility to help fund the cash portion.

Both sides agreed to substantial termination protections, including reciprocal termination fees of $866,084,000 and a regulatory termination fee of $1,237,262,000 payable by FOX in certain antitrust outcomes, plus up to $70,000,000 of fee reimbursement if FOX shareholders do not approve. Voting agreements cover approximately 55% of Roku’s voting power and about 38.7% of FOX Class B voting power in support of the transaction, and FOX will add a Roku-designated director to its board at closing.

Fox Corporation agreed to acquire Roku, Inc. through a two-step cash-and-stock merger. Each Roku share will be converted into 0.9693 of a share of FOX Class A common stock plus $96.00 in cash, with the stock portion targeted to represent 40% of the total merger value via adjustment of the mix. Existing Roku equity awards will be converted into cash and FOX equity awards on similar vesting schedules. Closing requires shareholder approvals, regulatory clearances and Nasdaq listing of new FOX shares, and FOX obtained a committed $12 billion 364-day bridge facility to help fund the cash portion.

Both sides agreed to substantial termination protections, including reciprocal termination fees of $866,084,000 and a regulatory termination fee of $1,237,262,000 payable by FOX in certain antitrust outcomes, plus up to $70,000,000 of fee reimbursement if FOX shareholders do not approve. Voting agreements cover approximately 55% of Roku’s voting power and about 38.7% of FOX Class B voting power in support of the transaction, and FOX will add a Roku-designated director to its board at closing.

Fox Corporation plans to acquire Roku, Inc. in a cash-and-stock deal valuing Roku at about $22 billion in enterprise value. Roku shareholders will receive $160.00 per share, made up of $96.00 in cash and 0.9693 shares of FOX Class A common stock.

The implied equity value is about $25 billion, with FOX shareholders expected to own roughly 73% of the combined company and Roku shareholders about 27%. FOX has secured a $12.0 billion bridge financing facility and expects pro forma net leverage of about 2.8x, targeting around $400 million of run-rate cost synergies and free cash flow accretion by the second full year after closing. The transaction, unanimously approved by both boards, is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.

Fox Corporation plans to acquire Roku, Inc. in a cash-and-stock deal valuing Roku at about $22 billion in enterprise value. Roku shareholders will receive $160.00 per share, made up of $96.00 in cash and 0.9693 shares of FOX Class A common stock.

The implied equity value is about $25 billion, with FOX shareholders expected to own roughly 73% of the combined company and Roku shareholders about 27%. FOX has secured a $12.0 billion bridge financing facility and expects pro forma net leverage of about 2.8x, targeting around $400 million of run-rate cost synergies and free cash flow accretion by the second full year after closing. The transaction, unanimously approved by both boards, is expected to close in the first half of 2027, subject to shareholder and regulatory approvals.

Fox Corporation has extended the employment and compensation arrangements for its top two executives, reinforcing leadership stability through June 30, 2030.

Executive Chair and CEO Lachlan K. Murdoch will continue in his role, with his target annual bonus set at $9,000,000 and his target annual equity award set at $20,000,000, both effective July 1, 2026. The filing notes he recused himself from all discussions and votes on his own package.

Chief Financial Officer Steven Tomsic also received a term extension to June 30, 2030. Beginning July 1, 2026, his base salary will be $2,000,000 per year, his target annual bonus will be $3,000,000 (rising to $3,500,000 on July 1, 2028), and his target annual equity award will be $4,000,000. Full terms are contained in a form of employment extension letter filed as an exhibit.

Fox Corporation has extended the employment and compensation arrangements for its top two executives, reinforcing leadership stability through June 30, 2030.

Executive Chair and CEO Lachlan K. Murdoch will continue in his role, with his target annual bonus set at $9,000,000 and his target annual equity award set at $20,000,000, both effective July 1, 2026. The filing notes he recused himself from all discussions and votes on his own package.

Chief Financial Officer Steven Tomsic also received a term extension to June 30, 2030. Beginning July 1, 2026, his base salary will be $2,000,000 per year, his target annual bonus will be $3,000,000 (rising to $3,500,000 on July 1, 2028), and his target annual equity award will be $4,000,000. Full terms are contained in a form of employment extension letter filed as an exhibit.

FOX Corporation disclosure: Dodge & Cox reports beneficial ownership of 10,896,842 shares of Class A Common Stock, representing 5.4% of the class. The filing states Dodge & Cox has sole voting power over 10,566,227 shares and sole dispositive power over 10,896,842 shares on behalf of its clients.

The filing attributes the holdings to client accounts and investment vehicles managed by Dodge & Cox and is signed by the firm's Chief Compliance Officer on 05/14/2026.

FOX Corporation disclosure: Dodge & Cox reports beneficial ownership of 10,896,842 shares of Class A Common Stock, representing 5.4% of the class. The filing states Dodge & Cox has sole voting power over 10,566,227 shares and sole dispositive power over 10,896,842 shares on behalf of its clients.

The filing attributes the holdings to client accounts and investment vehicles managed by Dodge & Cox and is signed by the firm's Chief Compliance Officer on 05/14/2026.

State Street entities reported beneficial ownership in FOX Corp. The filing shows combined holdings of 19,675,252 shares, representing 9.8% of FOX common stock as of 03/31/2026. The report attributes shared voting power of 15,866,708 and shared dispositive power of 19,668,611.

State Street entities reported beneficial ownership in FOX Corp. The filing shows combined holdings of 19,675,252 shares, representing 9.8% of FOX common stock as of 03/31/2026. The report attributes shared voting power of 15,866,708 and shared dispositive power of 19,668,611.

Fox Corporation’s March 31, 2026 quarter shows weaker GAAP results despite stable underlying operations. Quarterly revenue fell to $3.99 billion from $4.37 billion, and net income attributable to stockholders dropped to $166 million from $346 million, with diluted EPS down to $0.38 from $0.75.

For the nine months, revenue was broadly flat at $12.91 billion versus $13.01 billion, but net income fell to $994 million from $1.55 billion as non‑operating losses on equity securities swung to a $785 million loss from a $156 million gain. By contrast, Adjusted EBITDA improved modestly to $954 million for the quarter and $2.71 billion year‑to‑date.

Cable Network Programming grew revenue 5–6% with higher distribution and advertising, while Television revenue declined on the absence of Super Bowl LIX, partly offset by Tubi growth and extra NFL and MLB postseason games. Fox returned substantial capital, repurchasing about 31 million shares for roughly $1.9 billion year‑to‑date, leaving $3.5 billion of buyback authorization, and ended the period with $3.6 billion in cash and $6.6 billion of borrowings.

Fox Corporation’s March 31, 2026 quarter shows weaker GAAP results despite stable underlying operations. Quarterly revenue fell to $3.99 billion from $4.37 billion, and net income attributable to stockholders dropped to $166 million from $346 million, with diluted EPS down to $0.38 from $0.75.

For the nine months, revenue was broadly flat at $12.91 billion versus $13.01 billion, but net income fell to $994 million from $1.55 billion as non‑operating losses on equity securities swung to a $785 million loss from a $156 million gain. By contrast, Adjusted EBITDA improved modestly to $954 million for the quarter and $2.71 billion year‑to‑date.

Cable Network Programming grew revenue 5–6% with higher distribution and advertising, while Television revenue declined on the absence of Super Bowl LIX, partly offset by Tubi growth and extra NFL and MLB postseason games. Fox returned substantial capital, repurchasing about 31 million shares for roughly $1.9 billion year‑to‑date, leaving $3.5 billion of buyback authorization, and ended the period with $3.6 billion in cash and $6.6 billion of borrowings.

Fox Corporation reported results for the quarter ended March 31, 2026, with revenue of $3.99 billion versus $4.37 billion a year earlier, mainly reflecting the absence of the prior-year Super Bowl. Quarterly net income was $175 million, compared with $354 million in the prior-year quarter.

Net income attributable to stockholders was $166 million, or $0.38 per share, versus $346 million, or $0.75 per share. Adjusted net income attributable to stockholders rose to $570 million, or $1.32 per share, from $507 million, or $1.10 per share. Adjusted EBITDA increased 11% to $954 million as lower sports programming and production costs more than offset lower advertising revenue.

Cable Network Programming revenue grew 6% to $1.74 billion, while Television revenue declined to $2.20 billion from $2.70 billion. The company highlighted strong core advertising trends, continued digital growth led by Tubi, and ongoing share repurchases, including about $100 million in the quarter.

Fox Corporation reported results for the quarter ended March 31, 2026, with revenue of $3.99 billion versus $4.37 billion a year earlier, mainly reflecting the absence of the prior-year Super Bowl. Quarterly net income was $175 million, compared with $354 million in the prior-year quarter.

Net income attributable to stockholders was $166 million, or $0.38 per share, versus $346 million, or $0.75 per share. Adjusted net income attributable to stockholders rose to $570 million, or $1.32 per share, from $507 million, or $1.10 per share. Adjusted EBITDA increased 11% to $954 million as lower sports programming and production costs more than offset lower advertising revenue.

Cable Network Programming revenue grew 6% to $1.74 billion, while Television revenue declined to $2.20 billion from $2.70 billion. The company highlighted strong core advertising trends, continued digital growth led by Tubi, and ongoing share repurchases, including about $100 million in the quarter.

Fox Corp ownership disclosure: Vanguard Capital Management reports beneficial ownership of 14,482,350 shares of Common Stock, representing 7.21% of the class as of 03/31/2026. The filer reports sole dispositive power over 14,482,350 shares and sole voting power for 2,014,498 shares.

The filing describes holdings held on behalf of Vanguard funds and managed accounts and is signed by Vanguard's Head of Global Fund Administration on 04/29/2026.

Fox Corp ownership disclosure: Vanguard Capital Management reports beneficial ownership of 14,482,350 shares of Common Stock, representing 7.21% of the class as of 03/31/2026. The filer reports sole dispositive power over 14,482,350 shares and sole voting power for 2,014,498 shares.

The filing describes holdings held on behalf of Vanguard funds and managed accounts and is signed by Vanguard's Head of Global Fund Administration on 04/29/2026.

Fox Corp director William A. Burck acquired 2,235 shares of Class A Common Stock through the settlement of deferred stock units. The transaction occurred on April 1, 2026 and was recorded at a price of $0.00 per share, reflecting a compensation-related conversion rather than a market purchase.

The filing shows this exercise or conversion of deferred stock units into an equivalent number of Class A shares, increasing his directly held common stock position to 2,235 shares while reflecting ongoing equity-based compensation.

Fox Corp director William A. Burck acquired 2,235 shares of Class A Common Stock through the settlement of deferred stock units. The transaction occurred on April 1, 2026 and was recorded at a price of $0.00 per share, reflecting a compensation-related conversion rather than a market purchase.

The filing shows this exercise or conversion of deferred stock units into an equivalent number of Class A shares, increasing his directly held common stock position to 2,235 shares while reflecting ongoing equity-based compensation.