0001193125-26-272917.txt : 20260616 0001193125-26-272917.hdr.sgml : 20260616 20260616172506 ACCESSION NUMBER: 0001193125-26-272917 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260616 DATE AS OF CHANGE: 20260616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fox Corp CENTRAL INDEX KEY: 0001754301 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90960 FILM NUMBER: 261095871 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.852.7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: FOX Corp DATE OF NAME CHANGE: 20181206 FORMER COMPANY: FORMER CONFORMED NAME: NEW FOX, INC. DATE OF NAME CHANGE: 20180926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cruden 2, LLC CENTRAL INDEX KEY: 0002084288 ORGANIZATION NAME: EIN: 993624862 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: MAUPIN, COX & LEGOY STREET 2: 4785 CAUGHLIN PARKWAY CITY: RENO STATE: NV ZIP: 89519 BUSINESS PHONE: (775) 827-2000 MAIL ADDRESS: STREET 1: MAUPIN, COX & LEGOY STREET 2: 4785 CAUGHLIN PARKWAY CITY: RENO STATE: NV ZIP: 89519 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0002084288 XXXXXXXX LIVE 1 Class B Common Stock 06/14/2026 false 0001754301 35137L204 Fox Corporation

1211 Avenue of the Americas New York NY 10036

Michaelle D. Rafferty (775) 827-2000 4785 Caughlin Parkway Reno NV 89519 0002084288 N Cruden 2, LLC b OO N NV 85372810.00 0.00 85372810.00 0.00 85372810.00 N 38.7 OO Cruden 2, LLC ("Cruden 2") is the sole manager of LGC Holdco, LLC ("LGC Holdco"), the owner of the Class B Shares. See Item 5 of this Amendment No. 1. 0002082634 N LGC Holdco, LLC b BK OO N DE 85372810.00 0.00 85372810.00 0.00 85372810.00 N 38.7 OO Cruden 2 is the sole manager of LGC Holdco. See Item 5 of this Amendment No. 1. 0002084785 N Michael Roberson b OO N X1 0.00 85372810.00 0.00 85372810.00 85372810.00 N 38.7 IN The number of Class B Shares with shared voting and dispositive power represents the Class B Shares owned by LGC Holdco, and Cruden 2 is the sole manager of LGC Holdco. Mr. Roberson, as a managing director of Cruden 2 appointed by Lachlan K. Murdoch, has the sole authority to make decisions for Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares owned by LGC Holdco. See Item 5 of this Amendment No. 1. 0001242818 N Lachlan K. Murdoch b OO N X1 1952.00 85372810.00 1952.00 85372810.00 85374762.00 N 38.7 IN The number of Shares with shared voting and dispositive power represents Shares owned by LGC Holdco, and Cruden 2 is the sole manager of LGC Holdco. Mr. Roberson, as a managing director of Cruden 2 appointed by Lachlan K. Murdoch, has the sole authority to make decisions for Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares owned by LGC Holdco. As a result, Mr. Murdoch may be deemed the beneficial owner of the Class A Shares and Class B Shares owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares. See Item 5 of this Amendment No. 1. Class B Common Stock Fox Corporation 1211 Avenue of the Americas New York NY 10036 This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on September 12, 2025 (as amended from time to time, the "Schedule 13D") with respect to the Class B common stock, par value $0.01 per share (the "Class B Shares"), of Fox Corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D. Item 4 of the Schedule 13D is supplemented as follows, as of the date hereof: As previously disclosed by the Issuer (in its Form 8-K filed with the SEC on June 15, 2026), the Issuer entered into an Agreement and Plan of Merger, dated as of June 14, 2026 (the "Merger Agreement"), pursuant to which the Issuer agreed to acquire Roku, Inc. ("Roku"), subject to the terms and conditions set forth in the Merger Agreement. Also as disclosed, LGC Holdco and Cruden 2 (together, the "Covered Stockholders") entered into a Voting and Support Agreement (the "Voting Agreement") with Roku on June 14, 2026, in connection with the Merger Agreement. Pursuant to the Voting Agreement and subject to the terms and conditions thereof, each Covered Stockholder agreed, among other things: (1) to vote all Class B Shares it owns (a) in favor of the approval of the issuance of the Issuer's Class A Shares pursuant to the Merger Agreement (the "Stock Issuance") and (b) against any competing acquisition proposal or any other action that would reasonably be expected to interfere with the consummation of the Stock Issuance or the other transactions contemplated by the Merger Agreement; and (2) not to transfer its Class B Shares prior to receipt of stockholder approval of the Stock Issuance, subject to certain exceptions. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement listed as Exhibit 4 in Item 7 hereto and incorporated by reference herein. Item 5(a) of the Schedule 13D is supplemented as follows, as of the date hereof: Cruden 2 is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. All of the 85,372,810 Class B Shares beneficially owned by Cruden 2 are directly owned by LGC Holdco. Cruden 2 has the power to vote and to dispose or direct the vote and disposition of the Class B Shares owned by LGC Holdco. LGC Holdco is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. Cruden 2, as the sole manager, has the power to vote and to dispose or direct the vote and disposition of the Class B Shares owned by LGC Holdco. Mr. Roberson is the beneficial owner of 85,372,810 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. The decisions of Cruden 2 with respect to the voting and disposition of Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2, who is appointed, and may be replaced, by Mr. Murdoch. As of the date of this filing, Mr. Roberson is such managing director and, therefore, may be deemed to beneficially own the Class B Shares owned by LGC Holdco; however, Mr. Roberson disclaims beneficial ownership of such shares. Mr. Murdoch is the beneficial owner of 85,374,762 Class B Shares, constituting approximately 38.7% of the total number of outstanding Class B Shares. Of the 85,374,762 Class B Shares beneficially owned by Mr. Murdoch, 85,372,810 of such Class B Shares are owned by LGC Holdco. The decisions of Cruden 2 with respect to the voting and disposition of Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2 who is appointed, and may be replaced, by Mr. Murdoch. As a result, Mr. Murdoch may be deemed to beneficially own the Class B Shares owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares. The percentage of Class B Shares outstanding is calculated based on 220,426,203 Class B Shares outstanding as of June 11, 2026, as disclosed in the Merger Agreement (filed with the SEC by the Issuer on June 15, 2026, as Exhibit 2.1 to its Form 8-K). Item 5(b) of the Schedule 13D is supplemented as follows, as of the date hereof: The aggregate numbers of Class B Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition for each Reporting Person are set forth on rows 7 through 10 of the cover pages of this Amendment No. 1 and are incorporated herein by reference Item 5(c) of the Schedule 13D is supplemented as follows, as of the date hereof: The Reporting Persons have not effected any transactions in Class B Shares during the past 60 days. Not applicable. Not applicable. Item 6 of the Schedule 13D is supplemented as follows, as of the date hereof: The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated herein by reference. The Voting Agreement exhibit hereto has been included pursuant to the requirements of Schedule 13D. The document contains representations and warranties made by and to the parties thereto as of specific dates. The representations and warranties of each party set forth in the document have been made solely for the benefit of the other party to such document. In addition, such representations and warranties: may have been qualified by confidential disclosures made to the other party in connection with such document; may be subject to a materiality standard which may differ from what may be viewed as material by investors; were made only as of the date of such document or such other date as is specified therein; may have been included in such document for the purpose of allocating risk between or among the parties thereto rather than establishing matters as facts. Accordingly, the document is included herewith only pursuant to the requirements of Schedule 13D and not to provide investors or other persons with any other factual information regarding the parties or their respective businesses. Item 7 of the Schedule 13D is supplemented as follows, as of the date hereof: 4. Voting and Support Agreement, entered into as of June 14, 2026, by and among Roku, Inc., Cruden 2, LLC, and LGC Holdco, LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Roku, Inc. with the SEC on June 15, 2026). Cruden 2, LLC /s/ Michael Roberson 06/16/2026 LGC Holdco, LLC /s/ Michael Roberson 06/16/2026 Michael Roberson /s/ Michael Roberson 06/16/2026 Lachlan K. Murdoch /s/ Lachlan K. Murdoch 06/16/2026