News Corp (NASDAQ: NWSA) outlines $1B buyback and Feb. 5 repurchases

Rhea-AI Filing Summary

News Corporation filed an 8-K describing updates on its stock repurchase activity and furnishing to the SEC copies of disclosures made to the Australian Securities Exchange. The company has a previously authorized 2025 repurchase program for up to US$1 billion of its Nasdaq-listed Class A and Class B common stock, with no ASX-listed CDIs to be repurchased.

The filing includes ASX Appendix 3C daily buy-back notifications for February 5, 2026. One notice shows 720,095 securities bought back for US$18,978,284.10, with reported highest and lowest prices of US$27.21 and US$26.01. A second notice shows 313,365 securities bought back for US$9,531,857.19, with highest and lowest prices of US$31.40 and US$30.15. The company characterizes related statements about future repurchases as forward-looking and subject to market conditions, stock price, laws, 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): February 5, 2026

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 News Corporation's (the "Company's") stock repurchase program (the "Repurchase Program"), 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 Program, if any. The Company also discloses information concerning the Repurchase Program 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: February 6, 2026

+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no			Question			Answer
1.1			*Name of entity We (the entity named above) provide the following information about our buy-back			NEWS CORPORATION
1.2			*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).			ARBN 163882933
1.3			*ASX issuer code			NWS
1.4			*The announcement is Select whichever is applicable.			☐ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement ☒ Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐ Final buy-back notification (complete Part 5)
1.4b			*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c			*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d			*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.5			*Date of this announcement			06/02/2026
1.6			*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.			ASX Security Code: NWSAA Security Description: COMMON STOCK CLASS A

+ See chapter 19 for defined terms

5 June 2021        Page 1

Appendix 3C

    Notification of buy-back

Part 2 –Type of buy-back

Question No.			Question			Answer
2.1			*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.			☐ Employee share scheme buy-back ☐ On-market buy-back ☐ Equal access scheme buy-back ☐ Selective buy-back ☒ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2			Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			Repurchase program for up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock authorized as of July 15, 2025 (the “2025 Repurchase Program”). Subject to market conditions and the market price of the Company’s stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company’s Class A common stock and Class B common stock. No ASX-listed CDIs will be repurchased in these programs.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1			*Total number of +securities on issue in the class of +securities to be bought back			369,465,442
3A.2			*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.4			*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy-back”.			No
3A.5			*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy-back”			Yes

+ See chapter 19 for defined terms

5 June 2021        Page 2

Appendix 3C

    Notification of buy-back

3A.5a			*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy-back” and your response to Q 3A.5 is “Yes”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.6			*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy-back”.			Goldman Sachs & Co. LLC
3A.9			*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.			Yes
3A.9a			*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.			No
3A.9a(i)			*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.			USD – US Dollar
3A.12			*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			To enhance shareholder value

Part 3B – Buy-back restrictions and conditions

3B.1			*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.			No
3B.2			*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.			No
3B.3			*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”			No

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1			*Anticipated date buy-back will occur			22/9/2021

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to ASX about the buy-back

+ See chapter 19 for defined terms

5 June 2021        Page 3

Appendix 3C

    Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.

A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1			*Date of this notification						06/02/2026
4.2			*Previous day on which +securities were bought back						05/02/2026
						Before previous day			On previous day
4.3			*Total number of +securities bought back, or in relation to which acceptances have been received			720,095			80,000
4.4			*Total consideration paid or payable for the +securities			US$18,978,284.10			US$1,914,024.00
4.5			*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$27.21 *Date highest price was paid: 02/02/2026			US$24.895
4.6			*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$26.01 *Date lowest price was paid: 21/01/2026			US$23.615
4.8			*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.						The company is authorized to acquire up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock under the 2025 Repurchase Program. To date, the company has purchased approximately US$31,370,353 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21

+ See chapter 19 for defined terms

5 June 2021        Page 4

+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no			Question			Answer
1.1			*Name of entity We (the entity named above) provide the following information about our buy-back			NEWS CORPORATION
1.2			*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).			ARBN 163882933
1.3			*ASX issuer code			NWS
1.4			*The announcement is Select whichever is applicable.			☐ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement ☒ Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐ Final buy-back notification (complete Part 5)
1.4b			*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c			*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d			*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.5			*Date of this announcement			06/02/2026
1.6			*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.			ASX Security Code: NWSAB Security Description: COMMON STOCK CLASS B

+ See chapter 19 for defined terms

5 June 2021        Page 1

Appendix 3C

    Notification of buy-back

Part 2 –Type of buy-back

Question No.			Question			Answer
2.1			*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.			☐ Employee share scheme buy-back ☐ On-market buy-back ☐ Equal access scheme buy-back ☐ Selective buy-back ☒ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2			Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			Repurchase program for up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock authorized as of July 15, 2025 (the “2025 Repurchase Program”). Subject to market conditions and the market price of the Company’s stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company’s Class A common stock and Class B common stock. No ASX-listed CDIs will be repurchased in these programs.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1			*Total number of +securities on issue in the class of +securities to be bought back			142,309,235
3A.2			*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.4			*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy-back”.			No
3A.5			*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy-back”			Yes

+ See chapter 19 for defined terms

5 June 2021        Page 2

Appendix 3C

    Notification of buy-back

3A.5a			*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy-back” and your response to Q 3A.5 is “Yes”.			The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.6			*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy-back”.			Goldman Sachs & Co. LLC
3A.9			*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.			Yes
3A.9a			*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.			No
3A.9a(i)			*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.			USD – US Dollar
3A.12			*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.			To enhance shareholder value

Part 3B – Buy-back restrictions and conditions

3B.1			*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.			No
3B.2			*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.			No
3B.3			*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”			No

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1			*Anticipated date buy-back will occur			22/9/2021

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to ASX about the buy-back

+ See chapter 19 for defined terms

5 June 2021        Page 3

Appendix 3C

    Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.

A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1			*Date of this notification						06/02/2026
4.2			*Previous day on which +securities were bought back						05/02/2026
						Before previous day			On previous day
4.3			*Total number of +securities bought back, or in relation to which acceptances have been received			313,365			34,783
4.4			*Total consideration paid or payable for the +securities			US$9,531,857.19			US$946,188.04
4.5			*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$31.40 *Date highest price was paid: 02/02/2026			US$28.27
4.6			*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.			US$30.15 *Date lowest price was paid: 21/01/2026			US$26.89
4.8			*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.						The company is authorized to acquire up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock under the 2025 Repurchase Program. To date, the company has purchased approximately US$31,370,353 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21

+ See chapter 19 for defined terms

5 June 2021        Page 4

FAQ

What stock repurchase program does News Corporation (NWS) describe in this 8-K?

News Corporation describes its 2025 repurchase program authorizing buy-backs of up to US$1 billion of Nasdaq-listed Class A and Class B common stock. The company may repurchase shares from time to time in the open market or otherwise, subject to market conditions and other factors.

How many News Corporation shares were repurchased in the Feb. 5, 2026 ASX notices?

The ASX notices show News Corporation bought back 720,095 securities in one notice and 313,365 securities in another for activity on February 5, 2026. These transactions are part of the broader 2025 repurchase program for up to US$1 billion of common stock.

What prices did News Corporation pay in its February 2026 buy-backs?

For the larger February 2026 buy-back, News Corporation reports a highest price of US$27.21 and lowest price of US$26.01. In the second notice, the highest reported price is US$31.40 and the lowest is US$30.15, reflecting different classes or trading ranges.

What total cash did News Corporation spend in the repurchases disclosed here?

The filing’s ASX notifications show one set of buy-backs totaling US$18,978,284.10 and another totaling US$9,531,857.19. These amounts reflect consideration paid for securities bought back under the 2025 repurchase program during the specified trading days.

Are ASX-listed CDIs included in News Corporation’s 2025 repurchase program?

No, ASX-listed CHESS Depositary Interests (CDIs) are excluded. The filing states that under the 2025 repurchase program, News Corporation may repurchase only Nasdaq-listed Class A and Class B common stock, and explicitly notes that no ASX-listed CDIs will be repurchased in these programs.

Does News Corporation need shareholder approval for this buy-back activity?

According to the ASX Appendix 3C details, News Corporation indicates that the buy-back does not require security holder approval. The program instead operates under previously authorized board-level approval and applicable market and regulatory frameworks disclosed in the document.