[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K to update investors on 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. Under Australian Securities Exchange rules, News Corp must provide daily disclosure of any repurchase transactions, and the 8-K attaches as Exhibits 99.1 and 99.2 the information supplied to the ASX on the dates noted in those exhibits.

The company highlights that these materials contain forward-looking statements about its intent to repurchase shares. It cautions that actual repurchases may differ materially due to factors such as stock price movements, market conditions, applicable securities laws and alternative investment opportunities, as well as risks described in its SEC filings. News Corp states it does not undertake to update these forward-looking statements 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): November 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: November 20, 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 acquire up to $1 billion of its Class A and Class B common stock from time to time, and furnished to investors the same repurchase-related information it provided to the Australian Securities Exchange as Exhibits 99.1 and 99.2.

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

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

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

Under the rules of the Australian Securities Exchange (ASX), News Corporation must provide daily disclosure of transactions under its stock repurchase programs, if any. The information supplied to the ASX on the noted dates is attached to this report as Exhibits 99.1 and 99.2.

What types of shares are covered by News Corporation's repurchase programs?

The repurchase programs allow News Corporation to buy back its outstanding Class A common stock and Class B common stock, both with a par value of $0.01 per share.

How does News Corporation describe the forward-looking statements in its repurchase disclosures?

The company states that information provided to the ASX and attached as Exhibits 99.1 and 99.2 contains forward-looking statements about its intent to repurchase shares from time to time. These statements are based on current expectations and are subject to uncertainties, including stock price changes, market conditions, securities laws and alternative investment opportunities, as well as risks described in its SEC filings.

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

News Corporation states that its forward-looking statements are made only as of the date of the report and that it does not undertake any obligation to publicly update them to reflect subsequent events or circumstances, except as required by law or regulation.