News Corporation (NASDAQ: NWS) details ASX updates on $1B share repurchase plan

Rhea-AI Filing Summary

News Corporation filed a current report highlighting its existing stock repurchase programs, under which it is authorized to acquire up to $1 billion in aggregate of its Class A and Class B common stock. The company notes that, under Australian Securities Exchange rules, it provides daily disclosure to the ASX of any transactions made under these programs and also reports on the programs in its quarterly and annual reports.

The report attaches as Exhibits 99.1 and 99.2 copies of the information supplied to the ASX on the respective dates noted in those exhibits. The company explains that these materials contain forward-looking statements about its intent to repurchase shares, which are subject to factors such as stock price, market conditions, securities laws, alternative investment opportunities and other risks described in its SEC filings, and it states that it does not undertake to update such statements except as required by law or regulation.

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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): December 17, 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: December 18, 2025

FAQ

What did News Corporation (NWS) disclose about its stock repurchase programs?

News Corporation reiterated that its stock repurchase programs authorize it to acquire, from time to time, up to $1 billion in aggregate of its outstanding Class A and Class B common stock. The report focuses on providing transparency around these programs and related disclosures to the Australian Securities Exchange.

How large is News Corporation's authorized share repurchase capacity?

The company is authorized under its repurchase programs to buy back up to an aggregate of $1 billion of its outstanding Class A common stock and Class B common stock. This amount covers both classes combined rather than being a separate limit for each.

Which share classes are covered by News Corporation's repurchase programs?

The authorization applies to both of News Corporation's listed equity classes: Class A common stock and Class B common stock. Repurchases under the programs may involve either or both classes of outstanding shares.

What information is contained in Exhibits 99.1 and 99.2 for News Corporation (NWS)?

Exhibits 99.1 and 99.2 are copies of information that News Corporation provided to the Australian Securities Exchange on the dates noted in each exhibit. These materials relate to transactions under the company's stock repurchase programs and satisfy the ASX requirement for daily disclosure of such activity, if any.

What factors could influence News Corporation's future share repurchases?

The company states that its forward-looking statements about potential repurchases are subject to uncertainties, including changes in the market price of its stock, general market conditions, applicable securities laws, and alternative investment opportunities, as well as risks and factors described in its SEC filings.

Is News Corporation obligated to update its forward-looking repurchase statements?

News Corporation explains that the forward-looking statements about its intent to repurchase Class A and Class B shares are made only as of the date of the report. It states that it does not undertake any obligation to publicly update these statements to reflect subsequent events or circumstances, except as required by law or regulation.