NWS Files 8-K: Plans to Buy Back Class A and Class B Shares
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
News Corporation filed a Current Report on Form 8-K reporting that it provided information to the Australian Securities Exchange and disclosed forward-looking statements concerning the company's intent to repurchase both Class A and Class B common stock. The filing states these repurchase intentions are based on management's current expectations and may change because of fluctuations in the company's stock price, general market conditions, applicable securities laws and alternative investment opportunities. The company warns actual results may vary materially and confirms the forward-looking statements are provided only as of the report date and will not be updated publicly except as required by law. Exhibits referenced include the materials supplied to the ASX.
Positive
- Company announced intent to repurchase both Class A and Class B common stock, indicating potential shareholder returns
- Disclosure provided to the ASX increases transparency across jurisdictions
Negative
- No specifics disclosed on repurchase size, timing, or funding, limiting immediate investor assessment
- Repurchases conditioned on market price, laws, and alternative opportunities, so execution is uncertain
Insights
Announced repurchase intent signals capital return flexibility but lacks execution detail.
The company discloses an intent to repurchase Class A and Class B shares, which is a capital-allocation signal that can support per-share metrics if executed. Because the filing only states intent and attaches ASX disclosures, there is no commitment on timing, size, or funding source in the text provided.
Execution depends on market price, liquidity, securities-law limits, and competing uses of cash; these are explicitly cited as factors that could alter outcomes. Monitor subsequent filings or announcements for concrete authorization, dollar limits, or start/end dates to assess near-term investor impact.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): October 9, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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: October 10, 2025
FAQ
What did News Corporation (NWS) disclose in the 8-K dated Oct 9, 2025?
The company disclosed it provided ASX materials and included forward-looking statements about its intent to repurchase Class A and Class B common stock; no repurchase size or schedule was specified.
What risks did News Corp (NWS) list that could affect repurchases?
The company cited changes in stock price, general market conditions, applicable securities laws, and alternative investment opportunities as factors that could materially change outcomes.
Will News Corporation (NWS) update these forward-looking statements?
The filing states forward-looking statements are provided as of the report date and will not be publicly updated except as required by law or regulation.
Where can investors find the detailed materials referenced in the 8-K?
The 8-K attaches exhibits that contain the information provided to the Australian Securities Exchange; investors should review the listed exhibits for the full text.