News Corporation (NWS) outlines $1B buyback disclosure to Australian Securities Exchange

Rhea-AI Filing Summary

News Corporation filed an update describing how it reports activity under its existing stock repurchase programs for its Class A and Class B common stock. The company is authorized to acquire up to $1 billion in the aggregate of these outstanding shares from time to time. Under Australian Securities Exchange rules, News Corporation must provide daily disclosure to the ASX of any transactions executed under these repurchase programs and also includes this information in its quarterly and annual reports.

The filing notes that the attached ASX materials, furnished as Exhibits 99.1 and 99.2, contain forward‑looking statements about the company’s intent to repurchase shares. These statements depend on factors such as the stock price, overall market conditions, securities laws and alternative investment opportunities, as well as risks described in the company’s SEC reports. News Corporation emphasizes that these forward‑looking statements speak only as of the report date and that it does not undertake to update them except as required by law.

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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 8, 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 9, 2025

FAQ

What did News Corporation (NWS) disclose in this 8-K about its stock repurchase programs?

News Corporation described how it reports activity under its existing stock repurchase programs for its Class A and Class B common stock. It explained that information on any share repurchases is provided daily to the Australian Securities Exchange and is also included in the company’s quarterly and annual reports.

How large are News Corporation’s current stock repurchase programs?

The company is authorized to acquire up to $1 billion in the aggregate of its outstanding Class A and Class B common stock under its stock repurchase programs. These repurchases may occur from time to time, subject to market conditions and other factors.

Why is News Corporation providing information to the Australian Securities Exchange (ASX)?

Under ASX rules, News Corporation must give the ASX daily disclosure of any transactions conducted under its stock repurchase programs. The filing attaches as Exhibits 99.1 and 99.2 copies of the information provided to the ASX on the dates indicated in those exhibits.

What forward-looking statements are associated with News Corporation’s repurchase programs?

The attached ASX materials include forward-looking statements about News Corporation’s intent to repurchase its Class A and Class B common stock from time to time. These statements reflect management’s current expectations and are subject to uncertainties and changes in circumstances.

What factors could affect News Corporation’s future share repurchases?

The company notes that actual repurchase activity may differ from forward-looking statements due to factors such as changes in the market price of its stock, general market conditions, applicable securities laws, and alternative investment opportunities, as well as risks and uncertainties described in its SEC filings.

Does News Corporation commit to updating its forward-looking statements on share repurchases?

News Corporation states that the forward-looking statements included in the attached information are made only as of the date of the report. The company does not undertake any obligation to publicly update these statements to reflect subsequent events or circumstances, except as required by law or regulation.