[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation disclosed that it provided information to the ASX via two exhibits and reiterated that its public materials include forward-looking statements. The company stated its intent to repurchase, from time to time, Class A common stock and Class B common stock, and explained that those statements reflect management's current expectations but are subject to change. The filing lists common risks that could cause actual results to differ, including market price movements, general market conditions, and applicable securities laws. News Corp also clarified it has no obligation to update forward-looking statements except as required by law.

Positive

• Intent to repurchase Class A and Class B common stock provides potential support for shareholder value
• Exhibits furnished to the ASX increase transparency across markets

Negative

• Repurchase intent is conditional and non-binding, so share buybacks may not occur
• Forward-looking statements subject to multiple risks including market price and legal constraints

Insights

Corporate Finance Analyst

News Corp signals discretionary buyback capacity but no firm commitment.

The filing discloses an intent to repurchase Class A and Class B shares, which is a flexible, management-driven action rather than a mandated program. This preserves optionality for capital allocation while signaling possible support for equity value.

Because the language is conditional and subject to market price and legal constraints, the disclosure is informative but not definitive; investors cannot treat it as a binding authorization or timing commitment.

Legal / SEC Filings Specialist

Standard forward-looking statement disclaimer and limited update obligation.

The filing includes customary forward-looking statements language and expressly states the company does not undertake to update such statements except as required by law. That preserves the companys legal position while communicating strategic intent.

Investors should note the exhibits were furnished to the ASX, and the document reiterates typical risk factors (market conditions, securities laws) that may prevent repurchases.

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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): October 1, 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: October 2, 2025

FAQ

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

News Corp disclosed that it furnished two exhibits to the ASX and stated an intent to repurchase Class A and Class B common stock while including standard forward-looking disclaimers.

Does the filing commit News Corp (NWS) to buy back shares?

No. The filing describes an intent to repurchase shares from time to time, which is discretionary and subject to market and legal conditions.

Are the forward-looking statements in the filing binding?

No. The filing states the forward-looking statements reflect current expectations and are subject to change; News Corp disclaims any obligation to update them except as required by law.

Where were the exhibits filed or furnished?

The filing says copies of the information were provided to the ASX on the dates noted in the exhibits.

What risks did News Corp identify that could affect repurchases?

The company cited market price changes, general market conditions, applicable securities laws, and alternative investment opportunities as factors that could affect repurchase activity.