News Corp (NASDAQ: NWSA) updates progress on US$1B share repurchase

Rhea-AI Filing Summary

News Corporation reported ongoing activity under its previously authorized 2025 Repurchase Program to buy back up to US$1 billion of Nasdaq-listed Class A and Class B common stock. The company uses Goldman Sachs & Co. LLC as broker and will not repurchase ASX-listed CDIs.

In one Appendix 3C, total shares bought back in the relevant class reached 1,553,542, including 93,349 shares on 19/02/2026, for aggregate consideration of US$38,210,262.55, including US$2,176,721.32 for that day. In another, total shares bought back were 719,484, including 46,651 on the same date, for US$20,253,961.66, including US$1,221,906.32.

Across these buy-backs, disclosed highest prices paid were up to US$31.40 and lowest prices down to US$22.20 on earlier February dates. Management reiterates that further repurchases are forward-looking statements and will depend on market price, conditions, laws and alternative investment opportunities.

Insights

Equity capital markets analyst

News Corp continues executing its US$1B share repurchase program at disclosed price ranges.

News Corporation is actively using its authorized US$1 billion 2025 Repurchase Program for Class A and Class B shares. Two Appendix 3C notices show cumulative buy-backs of 1,553,542 and 719,484 shares in separate classes, with specific daily volumes on 19/02/2026.

The consideration paid so far is substantial, at US$38,210,262.55 and US$20,253,961.66, with disclosed trading ranges between US$22.20 and US$31.40. These figures indicate meaningful capital deployment into share repurchases rather than leaving cash idle or allocating it elsewhere.

Future repurchase levels remain explicitly subject to market prices, conditions, applicable laws and alternative investments, so actual activity can vary over time. Investors can track further execution through subsequent quarterly and annual reports and additional daily notifications lodged with the Australian Securities Exchange.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2026

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(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 Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

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. 

As previously reported, under News Corporation's (the "Company's") stock repurchase program (the "Repurchase Program"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Program, if any. The Company also discloses information concerning the Repurchase Program in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			NEWS CORPORATION (REGISTRANT)
			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: February 20, 2026

+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no			Question			Answer
1.1			*Name of entity We (the entity named above) provide the following information about our buy-back			NEWS CORPORATION
1.2			*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).			ARBN 163882933
1.3			*ASX issuer code			NWS
1.4			*The announcement is Select whichever is applicable.			☐ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement ☒ Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐ Final buy-back notification (complete Part 5)
1.4b			*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c			*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d			*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.5			*Date of this announcement			20/02/2026
1.6			*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.			ASX Security Code: NWSAA Security Description: COMMON STOCK CLASS A

+ See chapter 19 for defined terms

5 June 2021        Page 1

Appendix 3C

    Notification of buy-back

Part 2 –Type of buy-back

Question No.			Question			Answer
2.1			*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.			☐ Employee share scheme buy-back ☐ On-market buy-back ☐ Equal access scheme buy-back ☐ Selective buy-back ☒ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2			Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			Repurchase program for up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock authorized as of July 15, 2025 (the “2025 Repurchase Program”). Subject to market conditions and the market price of the Company’s stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company’s Class A common stock and Class B common stock. No ASX-listed CDIs will be repurchased in these programs.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1			*Total number of +securities on issue in the class of +securities to be bought back			368,638,731
3A.2			*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.4			*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy-back”.			No
3A.5			*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy-back”			Yes

+ See chapter 19 for defined terms

5 June 2021        Page 2

Appendix 3C

    Notification of buy-back

3A.5a			*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy-back” and your response to Q 3A.5 is “Yes”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.6			*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy-back”.			Goldman Sachs & Co. LLC
3A.9			*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.			Yes
3A.9a			*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.			No
3A.9a(i)			*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.			USD – US Dollar
3A.12			*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			To enhance shareholder value

Part 3B – Buy-back restrictions and conditions

3B.1			*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.			No
3B.2			*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.			No
3B.3			*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”			No

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1			*Anticipated date buy-back will occur			22/9/2021

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to ASX about the buy-back

+ See chapter 19 for defined terms

5 June 2021        Page 3

Appendix 3C

    Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.

A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1			*Date of this notification						20/02/2026
4.2			*Previous day on which +securities were bought back						19/02/2026
						Before previous day			On previous day
4.3			*Total number of +securities bought back, or in relation to which acceptances have been received			1,553,542			93,349
4.4			*Total consideration paid or payable for the +securities			US$38,210,262.55			US$2,176,721.32
4.5			*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$27.21 *Date highest price was paid: 02/02/2026			US$23.455
4.6			*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$22.20 *Date lowest price was paid: 09/02/2026			US$23.175
4.8			*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.						The company is authorized to acquire up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock under the 2025 Repurchase Program. To date, the company has purchased approximately US$61,862,852 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21

+ See chapter 19 for defined terms

5 June 2021        Page 4

+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no			Question			Answer
1.1			*Name of entity We (the entity named above) provide the following information about our buy-back			NEWS CORPORATION
1.2			*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).			ARBN 163882933
1.3			*ASX issuer code			NWS
1.4			*The announcement is Select whichever is applicable.			☐ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement ☒ Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐ Final buy-back notification (complete Part 5)
1.4b			*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c			*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d			*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.5			*Date of this announcement			20/02/2026
1.6			*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.			ASX Security Code: NWSAB Security Description: COMMON STOCK CLASS B

+ See chapter 19 for defined terms

5 June 2021        Page 1

Appendix 3C

    Notification of buy-back

Part 2 –Type of buy-back

Question No.			Question			Answer
2.1			*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.			☐ Employee share scheme buy-back ☐ On-market buy-back ☐ Equal access scheme buy-back ☐ Selective buy-back ☒ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2			Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			Repurchase program for up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock authorized as of July 15, 2025 (the “2025 Repurchase Program”). Subject to market conditions and the market price of the Company’s stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company’s Class A common stock and Class B common stock. No ASX-listed CDIs will be repurchased in these programs.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1			*Total number of +securities on issue in the class of +securities to be bought back			141,883,914
3A.2			*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.4			*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy-back”.			No
3A.5			*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy-back”			Yes

+ See chapter 19 for defined terms

5 June 2021        Page 2

Appendix 3C

    Notification of buy-back

3A.5a			*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy-back” and your response to Q 3A.5 is “Yes”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.6			*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy-back”.			Goldman Sachs & Co. LLC
3A.9			*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.			Yes
3A.9a			*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.			No
3A.9a(i)			*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.			USD – US Dollar
3A.12			*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			To enhance shareholder value

Part 3B – Buy-back restrictions and conditions

3B.1			*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.			No
3B.2			*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.			No
3B.3			*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”			No

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1			*Anticipated date buy-back will occur			22/9/2021

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to ASX about the buy-back

+ See chapter 19 for defined terms

5 June 2021        Page 3

Appendix 3C

    Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.

A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1			*Date of this notification						20/02/2026
4.2			*Previous day on which +securities were bought back						19/02/2026
						Before previous day			On previous day
4.3			*Total number of +securities bought back, or in relation to which acceptances have been received			719,484			46,651
4.4			*Total consideration paid or payable for the +securities			US$20,253,961.66			US$1,221,906.32
4.5			*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$31.40 *Date highest price was paid: 02/02/2026			US$26.37
4.6			*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$25.49 *Date lowest price was paid: 13/02/2026			US$25.975
4.8			*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.						The company is authorized to acquire up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock under the 2025 Repurchase Program. To date, the company has purchased approximately US$61,862,852 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21

+ See chapter 19 for defined terms

5 June 2021        Page 4

FAQ

What share repurchase program did News Corp (NWS) highlight in this 8-K?

News Corporation highlighted its 2025 Repurchase Program, authorizing buy-backs of up to US$1 billion of Nasdaq-listed Class A and Class B common stock. The program was authorized as of July 15, 2025 and excludes any repurchase of ASX-listed CDIs.

How many News Corp shares were reported bought back in the larger Appendix 3C?

One Appendix 3C shows total shares bought back in the class reaching 1,553,542, including 93,349 shares repurchased on 19 February 2026. Total consideration for these shares was US$38,210,262.55, of which US$2,176,721.32 related to that specific day’s buy-backs.

What buy-back volumes and cash outlay were disclosed in News Corp’s second Appendix 3C?

The second Appendix 3C reports total buy-backs of 719,484 shares in the relevant class, including 46,651 on 19 February 2026. Aggregate consideration was US$20,253,961.66, with US$1,221,906.32 paid or payable for the shares repurchased on that day.

What price range did News Corp pay for its repurchased shares in these notices?

Across the disclosed buy-backs, the highest price paid reached US$31.40 and the lowest price paid was US$22.20 on earlier dates in February 2026. These figures come from the highest and lowest price fields in the ASX Appendix 3C notifications.

Which securities are excluded from News Corp’s 2025 Repurchase Program?

The 2025 Repurchase Program covers Nasdaq-listed Class A and Class B common stock only. The company explicitly states that no ASX-listed CDIs will be repurchased under these programs, limiting buy-backs to the U.S.-listed equity securities.

Does News Corp need shareholder approval or restrict foreign holders for this buy-back?

According to the Appendix 3C forms, the buy-back does not require security holder approval, and there are no restrictions on foreign participation in the relevant buy-backs. The forms also note there are no other conditions before the offers become unconditional.

Who acts as broker for News Corp’s on-market share buy-backs?

The notifications state that Goldman Sachs & Co. LLC is the broker offering to buy back securities on News Corporation’s behalf. This broker conducts the on-market transactions for the Class A and Class B share repurchases under the 2025 Repurchase Program.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 68.6 KB
• EX-99.2 EX-99.2 68.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB