福克斯-B美股招股说明书(2025-09-09版)

16,835,016 Shares Fox Corporation ClassB Common Stock The selling stockholders (as defined herein) are offering 16,835,016shares (the “shares”) of ClassB common stock, par value $0.01 per share(“ClassB common stock”), of Fox Corporation (“FOX”). FOX is not selling any shares under this prospectus supplement and will not receive any of theproceeds from the sale of the shares by the selling stockholders. Our ClassB common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “FOX.” The last reported sale price of ourClassB common stock on the Nasdaq on September5, 2025 was $55.97 per share. Investing in our ClassB common stock involves risks. See “Risk Factors” beginning onpageS-5of this prospectus supplement and therisk factors described in the documents that we file with the Securities and Exchange Commission (the “SEC”) that are incorporated herein byreference for a discussion of certain risks you should consider before deciding to invest in our ClassB common stock. Neither the SEC nor any state securities commission has approved or disapproved of the shares or passed upon the accuracy or adequacyof this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$54.25$913,299,618Underwriting discounts(1)$0.79$13,299,662.64Proceeds to the selling stockholders, before expenses$53.46$899,999,955.36 (1)See “Underwriting” for a description of compensation payable to the underwriter (as defined herein). The underwriter expects to deliver the shares against payment on or about September10, 2025. Morgan Stanley The date of this prospectus supplement is September8, 2025 Table of ContentsProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-9SELLING STOCKHOLDERSS-10MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS TONON-U.S.HOLDERS OF OUR CLASS B COMMONSTOCKS-12CERTAIN ERISA CONSIDERATIONSS-15UNDERWRITINGS-17WHERE YOU CAN FIND MORE INFORMATIONS-26INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-26VALIDITY OF CLASS B COMMON STOCKS-28EXPERTSS-29 Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSDESCRIPTION OF THE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of shares andcertain other matters relating to us and the selling stockholders, and adds to and updates information contained in the accompanying base prospectus andthe documents incorporated by reference herein. The second part, the accompanying base prospectus, dated August11, 2023, gives more generalinformation about the securities that we may offer from time to time, some of which may not apply to this offering. This prospectus supplement and theaccompanying prospectus are part of a registration statement onFormS-3that we filed with the SEC as a “well-known seasoned issuer,” as defined inRule405 under the Securities Act of 1933, as amended (the “Securities Act”), using the SEC’s shelf registration rules. You should read this prospectussupplement and the accompanying prospectus, together with the additional information incorporated by reference herein and therein as described underthe headings “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying prospectus. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus or thedocuments incorporated by reference filed before the date of this prospectus supplement, you should rely on the information set forth in this prospectussupplement. If the information conflicts with any statement in a document that we have incorporated by reference, then you should consider only thestatement in the more recent document. The information contained or incorporated by reference into this prospectus supplement, the accompanyingprospectus or in any free writing prospectus is accurate only as of the date of the applicable document. Our business, financial condition, results ofoperations and prospects may have changed since that date. None of FOX, the selling stockholders or the underwriter have authorized anyone to provide you with different or additional information from thatcontained or incorporated by reference into this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared byor on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriter takes any responsibility for, and canprovide no assurance as to the reliability of, any other information tha