FOXA: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Adam Ciongoli On October 19, 2026, Fox Corporation (the “Company”) announced that Adam Ciongoli will step down as Chief Legal and Policy Officer of the Company effective December 1, 2026. Concurrent with this change, Mr. Ciongoli will transition to serve as a special advisor to the Company pursuant to an Advisory Services Agreement (described below) for a period of eighteen months, commencing December 1, 2026. In connection with Mr. Ciongoli’s departure, the Company and Mr. Ciongoli entered into a Transition and Separation Agreement, dated October 19, 2026, pursuant to which Mr. Ciongoli will receive (i) a separation payment equal to the sum of one year of his annual base salary plus his target annual bonus for fiscal year 2027; (ii) Company-paid COBRA coverage for Mr. Ciongoli and his eligible dependents through the earlier of June 1, 2028, the date he becomes eligible for healthcare coverage from a subsequent employer, and the maximum COBRA period; and (iii) cancellation of his outstanding equity awards in exchange for a cash payment of $12,595,784. Mr. Ciongoli’s outstanding vested stock options will remain exercisable for a period of three years following the separation date (but in no event beyond the original term of each such stock option). The Company and Mr. Ciongoli also entered into an Advisory Services Agreement, dated October 19, 2026, effective December 1, 2026. Under the Advisory Services Agreement, Mr. Ciongoli will receive an annual consulting fee at the rate of $1,750,000 per annum, payable in monthly installments of $145,833.33, for the eighteen-month term of the agreement. Mr. Ciong