[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K describing its ongoing stock repurchase programs, under which it is authorized to acquire up to $1 billion in aggregate of its outstanding Class A and Class B common stock. The company explains that, under Australian Securities Exchange rules, it must provide daily disclosure of any repurchase transactions and that this information is also included in its quarterly and annual reports. The filing attaches as Exhibits 99.1 and 99.2 the information supplied to the ASX and notes that these materials contain forward-looking statements about potential future share repurchases that are subject to market conditions, legal requirements and other risk factors outlined in its SEC filings.

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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): November 21, 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: November 24, 2025

FAQ

What did News Corporation (NWS) announce in this 8-K filing?

News Corporation reported on its existing stock repurchase programs, under which it is authorized to buy back up to $1 billion of its Class A and Class B common stock, and furnished related disclosure it provided to the Australian Securities Exchange as exhibits.

How large is News Corporation's current share repurchase authorization?

The company is authorized to repurchase, from time to time, up to $1 billion in the aggregate of its outstanding Class A common stock and Class B common stock under its stock repurchase programs.

Why is News Corporation providing information to the Australian Securities Exchange about its buybacks?

Under Australian Securities Exchange (ASX) rules, News Corporation must provide daily disclosure of transactions under its stock repurchase programs, if any, and it has attached the information provided to the ASX as Exhibits 99.1 and 99.2.

Which exhibits are included with this News Corporation 8-K?

The filing includes Exhibit 99.1 and Exhibit 99.2, which contain information provided to the Australian Securities Exchange, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

What forward-looking statements does News Corporation highlight in this filing?

The company notes that the attached information contains forward-looking statements regarding its intent to repurchase, from time to time, its Class A and Class B common stock, and that actual results may differ materially due to factors such as stock price changes, market conditions, securities laws and alternative investment opportunities.

Does News Corporation commit to updating its forward-looking repurchase statements?

News Corporation states that its forward-looking statements in the information provided are made only as of the date of the report and that it does not undertake any obligation to publicly update these statements, except as required by law or regulation.