News Corporation (NWS) outlines $1B stock buyback disclosures to ASX

Rhea-AI Filing Summary

News Corporation filed an update describing how it reports activity under its existing stock repurchase programs. The company is authorized to buy back up to $1 billion in total of its Class A and Class B common stock from time to time. It explains that, under Australian Securities Exchange rules, it must provide daily disclosure of any repurchase transactions and that it also reports this information in its quarterly and annual reports. The company has attached to this report the same information it provided to the Australian exchange, and notes that these materials contain forward-looking statements about potential future share repurchases that may change based on market conditions and other factors.

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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 19, 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 22, 2025

FAQ

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

News Corporation described 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 from time to time.

How does News Corporation report share repurchases related to the $1 billion program?

Under Australian Securities Exchange rules, News Corporation provides the ASX with daily disclosure of any transactions under its repurchase programs and also reports this information in its quarterly and annual reports.

What are Exhibits 99.1 and 99.2 in News Corporations 8-K?

Exhibits 99.1 and 99.2 are copies of the information that News Corporation provided to the Australian Securities Exchange on the dates noted in those exhibits regarding activity under its repurchase programs.

Do the News Corporation repurchase disclosures contain forward-looking statements?

Yes. The company states that the information provided to the ASX and attached as Exhibits 99.1 and 99.2 includes forward-looking statements about its intent to repurchase Class A and Class B shares from time to time.

What risks could affect News Corporations future share repurchases?

News Corporation notes that actual repurchase activity may differ due to factors such as changes in its stock price, general market conditions, applicable securities laws, alternative investment opportunities, and risks described in its SEC filings.

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

The company states that it does not undertake any obligation to publicly update forward-looking statements about repurchases to reflect later events or circumstances, except as required by law or regulation.