[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on September 16, 2025 disclosing that it furnished information to the Australian Securities Exchange in two exhibits (Exhibit 99.1 and Exhibit 99.2). Those exhibits include forward-looking statements and state the Company’s intent to repurchase, from time to time, Class A and Class B common stock. The filing reiterates that these statements reflect management’s expectations, are subject to market and legal risks, and may differ materially from actual results; it also states the Company has no obligation to update those statements except as required by law.

Positive

• Company disclosed intent to repurchase Class A and Class B common stock, indicating potential shareholder-return activity

Negative

• Exhibits provide no quantitative repurchase details (no amounts, timeframes, or authorization), limiting investor clarity
• Forward-looking statements are qualified and the Company disclaims any obligation to update them, reducing certainty about execution

Insights

Corporate Counsel

Disclosure confirms repurchase intent with legal safeguards.

The filing notes Exhibits 99.1 and 99.2 were provided to the ASX and contain forward-looking statements about an intent to repurchase Class A and Class B common stock. This language preserves safe-harbor protections and clarifies that the company may not update projections.

What it means: the company has signaled buyback interest while limiting legal exposure by emphasizing uncertainty and no-update commitments except as required.

Investor Relations Analyst

Repurchase intent announced but lacking execution details.

The filing explicitly states an intent to repurchase stock "from time to time" but includes no figures, timelines, or authorization details in the disclosed text. There are no earnings or transaction specifics attached to the 8-K content provided.

Why it matters: investors receive confirmation of a buyback intention, but cannot assess scale, timing, or near-term impact because concrete metrics are not disclosed.

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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): September 16, 2025

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 each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), 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 Programs, if any. The Company also discloses information concerning the Repurchase Programs 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: September 17, 2025

FAQ

What did News Corp (NWS) report on Sept 16, 2025?

The 8-K states News Corp furnished two exhibits (Exhibit 99.1 and Exhibit 99.2) to the ASX that include forward-looking statements and an intent to repurchase Class A and Class B common stock.

Does the filing specify how much stock News Corp will repurchase?

No. The filing states an intent to repurchase "from time to time" but does not disclose any amounts, timelines, or authorization details.

Are the forward-looking statements guaranteed to be updated?

No. The company explicitly states it does not undertake any obligation to publicly update forward-looking statements except as required by law.

Were any financial results or transactions disclosed in this 8-K?

No. The provided content includes only exhibit attachments and forward-looking language; there are no financial tables, earnings, or transaction details.

Which exhibits were attached to the 8-K?

The filing references Exhibit 99.1 and Exhibit 99.2 as copies of information provided to the ASX.