Sec Form 4 Filing - NALLEN JOHN @ Fox Corp - 2024-08-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NALLEN JOHN 2. Issuer Name and Ticker or Trading Symbol Fox Corp [ FOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O FOX CORPORATION, 1211 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2024 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/15/2024 M 23,219 A 272,643 ( 2 ) D Class A Common Stock 08/15/2024 F 10,215 D $ 39.06 262,428 D Class A Common Stock 08/15/2024 M 26,157 A 288,585 D Class A Common Stock 08/15/2024 F 11,507 D $ 39.06 277,078 D Class A Common Stock 08/15/2024 M 25,409 A 302,487 D Class A Common Stock 08/15/2024 F 11,775 D $ 39.06 290,712 D Class A Common Stock 08/15/2024 M 21,592 A 312,304 D Class A Common Stock 08/15/2024 F 10,006 D $ 39.06 302,298 D Class A Common Stock 08/15/2024 S 52,874 D $ 38.96 ( 3 ) ( 4 ) 249,424 D Class A Common Stock 150,000 I By GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/15/2024 M 23,219 ( 5 ) ( 5 ) Class A Common Stock 23,219 $ 0 0 D Restricted Stock Units ( 1 ) 08/15/2024 M 26,157 ( 6 ) ( 6 ) Class A Common Stock 26,157 $ 0 26,162 D Restricted Stock Units ( 1 ) 08/15/2024 M 25,409 ( 7 ) ( 7 ) Class A Common Stock 25,409 $ 0 50,825 D Performance Stock Units ( 1 ) 08/15/2024 M 21,592 08/15/2024 08/15/2024 Class A Common Stock 21,592 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NALLEN JOHN C/O FOX CORPORATION 1211 AVENUE OF THE AMERICAS NEW YORK, NY10036 Chief Operating Officer Signatures /s/ Laura A. Cleveland as Attorney-in-Fact for John Nallen 08/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit and performance stock unit represents the equivalent of one share of Fox Corporation's Class A Common Stock. ( 2 )Excludes 150,000 shares of Class A Common Stock transferred from the reporting person's direct ownership to a Grantor Retained Annuity Trust ("GRAT"), and which are now, accordingly, indirectly held by the reporting person through the GRAT. ( 3 )The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range. ( 4 )Sales prices range from $38.87 to $39.05 per share, inclusive. ( 5 )The restricted stock units vested one-third on August 15, 2022, one-third on August 15, 2023 and the remainder of the award vested on August 15, 2024. ( 6 )The restricted stock units vested one-third on August 15, 2023, one-third on August 15, 2024 and the remainder of the award will vest on August 15, 2025. ( 7 )The restricted stock units vested one-third on August 15, 2024, will vest one-third on August 15, 2025 and the remainder of the award will vest on August 15, 2026.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.