UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NO.) |
(IRS EMPLOYER IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 13, 2026 (the “Issue Date”), Fox Corporation (the “Company”) closed its public offering of $750,000,000 aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of 5.900% senior notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of 6.150% senior notes due 2033 (the “2033 Notes”), $1,750,000,000 aggregate principal amount of 6.400% senior notes due 2036 (the “2036 Notes”), $1,000,000,000 aggregate principal amount of 7.125% senior notes due 2046 (the “2046 Notes”), $1,500,000,000 aggregate principal amount of 7.150% senior notes due 2056 (the “2056 Notes”) and $650,000,000 aggregate principal amount of 7.300% senior notes due 2066 (the “2066 Notes,” and together with the 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes and 2056 Notes, the “Notes”). The Company received net proceeds of approximately $8.32 billion after deducting the underwriting discount and estimated offering expenses. The Company used the net proceeds from the offering of the Notes, together with cash on hand, to repay all outstanding borrowings under its senior unsecured bridge facility in an aggregate principal amount of $8.4 billion, which was entered into to partially finance the Company’s acquisition of Roku, Inc. on November 6, 2026.
The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated November 10, 2026, among the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters (collectively, the “Underwriters”). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, as well as termination and other customary provisions.
The offering of the Notes was made pursuant to a Prospectus Supplement, dated November 10, 2026 and filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2026, and the Base Prospectus, dated August 10, 2026, filed as part of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-298166) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on August 10, 2026.
The Notes were issued pursuant to the Indenture, dated as of January 25, 2019 (as amended or supplemented prior to the date hereof, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee, and an officer’s certificate, dated as of November 13, 2026, delivered by the Company setting forth certain specific terms applicable to the Notes (the “Officer’s Certificate”). The Notes are the Company’s senior unsecured obligations and are not guaranteed by any of the Company’s subsidiaries on the Issue Date; provided, that, following the Issue Date, subsidiaries of the Company may be required to guarantee the Notes on a senior unsecured basis in certain circumstances as set forth in the Indenture. The Indenture contains customary events of default and negative restrictions for notes of this type, such as limitations on secured debt.
Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2027, to holders of record at the close of business on the preceding May 1 and November 1, as the case may be. The 2029 Notes will mature on November 15, 2029. The 2031 Notes will mature on November 15, 2031. The 2033 Notes will mature on November 15, 2033. The 2036 Notes will mature on November 15, 2036. The 2046 Notes will mature on November 15, 2046. The 2056 Notes will mature on November 15, 2056. The 2066 Notes will mature on November 15, 2066.
Prior to the applicable Par Call Date (as defined in each series of Notes) for a series of Notes, the Company may, at its option, redeem some or all of the Notes of such series at the applicable make-whole price set forth in the Notes for such series, plus accrued and unpaid interest to, but excluding, the date of redemption. Following the applicable Par Call Date for a series of Notes, the Company may, at its option, redeem some or all of the Notes of such series at par, plus accrued and unpaid interest to, but excluding, the date of redemption.
If the Company experiences certain change of control triggering events, the Company will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The foregoing summaries of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the forms of the Notes. The Underwriting Agreement, the Officer’s Certificate, the form of the 2029 Notes, the form of the 2031 Notes, the form of the 2033 Notes, the form of the 2036 Notes, the form of the 2046 Notes, the form of the 2056 Notes and the form of the 2066 Notes are filed hereto as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8, respectively, and are incorporated herein by reference. The Indenture has been filed as Exhibit 4.3 to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-298166).
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOX CORPORATION | ||
| By: | /s/ Adam G. Ciongoli | |
| Name: | Adam G. Ciongoli | |
| Title: | Chief Legal & Policy Officer | |
| November 13, 2026 | ||