What share repurchase program did News Corp (NWS) highlight in this 8-K?

News Corp highlighted a 2025 Repurchase Program authorizing buy-backs of up to US$1 billion of its Nasdaq-listed Class A and Class B common stock, to be executed from time to time in the open market or otherwise, subject to market conditions and other factors.

News Corp updates cash spent on 2025 $1B buyback

Q: Which securities are excluded from the News Corp (NWS) buy-back program?

The company states that no ASX-listed CHESS Depositary Interests (CDIs) will be repurchased under the 2025 Repurchase Program, which is limited to Nasdaq-listed Class A common stock and Class B common stock.

Q: How many News Corp securities are currently on issue in each buy-back class?

The disclosures show total securities on issue of 359,720,370 in one buy-back class and 141,267,210 in the other class of securities subject to the program, as referenced in the Appendix 3C buy-back details provided to the ASX.

Q: What consideration has News Corp recently paid for shares under the buy-back?

One Appendix 3C notice reports total consideration of US$311,496,260.28, and another reports US$164,529,975.63, for securities bought back or accepted, illustrating substantial cash deployment into the share repurchase program.

Q: What price range has News Corp paid for its shares in the buy-back?

For one buy-back notice, the highest price paid was US$31.58 and the lowest was US$22.20. In the other, the highest price paid was US$35.69 and the lowest was US$25.49, based on the Appendix 3C data.

Q: Does News Corp’s buy-back require additional shareholder approval?

The Appendix 3C disclosures state that the buy-back does not require security holder approval, and also indicate there are no additional conditions or foreign participation restrictions for this repurchase program.

News Corp details progress of its US$1 billion share repurchase program, including recent buy-back volumes and price ranges reported to the Australian Securities Exchange.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

News Corp (NWS) reports on its ongoing share repurchases under a stock buy-back program authorized for up to US$1 billion of Nasdaq-listed Class A and Class B common stock. The company has notified the Australian Securities Exchange of recent buy-back activity and key pricing ranges, using Goldman Sachs & Co. LLC as broker.

The disclosures show total shares outstanding in each participating class, recent numbers of shares repurchased and cash consideration paid, with highest and lowest prices during the buy-back period. No ASX-listed CDIs are being repurchased, and the buy-back does not require additional security holder approval.

Positive

US$1 billion repurchase authorization for Class A and B shares provides a sizable mechanism for returning capital and reducing share count over time, as the company continues to execute buy-backs in the open market.

Negative

None.

Filing Explained

The filing shows purchases have occurred, while the US$1 billion program remains a maximum authorization rather than a committed amount.

This Form 8-K reports that News Corp has already bought back shares under its repurchase program, with cash consideration paid or payable for those purchases.

The US$1 billion figure is a maximum authorization, not a committed spend: the two attached notices report before-the-previous-day repurchases of US$311,496,260.28 for 11,958,019 shares and US$164,529,975.63 for 5,573,715 shares.

For September 15, the notices separately report 54,641 and 23,784 shares bought back, with consideration of US$1,659,381.60 and US$800,721.66. Further purchases are described as an intention subject to market conditions, share price, and other factors.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Repurchase authorization: US$1 billion Total securities on issue (first class): 359,720,370 shares Total securities on issue (second class): 141,267,210 shares +4 more

7 metrics

Repurchase authorization US$1 billion Aggregate amount of Class A and Class B common stock under the 2025 Repurchase Program

Total securities on issue (first class) 359,720,370 shares Total number of +securities on issue in one buy-back class

Total securities on issue (second class) 141,267,210 shares Total number of +securities on issue in the other buy-back class

Total consideration (first notice) US$311,496,260.28 Total consideration paid or payable for securities in one Appendix 3C notification

Total consideration (second notice) US$164,529,975.63 Total consideration paid or payable for securities in the second Appendix 3C notification

Highest price paid (first notice) US$31.58 per share Highest price paid for securities, with lowest price US$22.20 in same period

Highest price paid (second notice) US$35.69 per share Highest price paid for securities, with lowest price US$25.49 in same period

Key Terms

on-market buy-back, Other buy-back, forward-looking statements, Class A common stock, +1 more

5 terms

on-market buy-back financial

"The type of buy-back is ... On-market buy-back"

Other buy-back financial

"The type of buy-back is ... Other buy-back"

forward-looking statements regulatory

"Such information contains "forward-looking statements" within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Class A common stock financial

"repurchase ... the Company’s Class A common stock and Class B"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

CHESS Depositary Interests financial

"No ASX-listed CDIs will be repurchased in these programs"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which securities are excluded from the News Corp (NWS) buy-back program?

The company states that no ASX-listed CHESS Depositary Interests (CDIs) will be repurchased under the 2025 Repurchase Program, which is limited to Nasdaq-listed Class A common stock and Class B common stock.

How many News Corp securities are currently on issue in each buy-back class?

The disclosures show total securities on issue of 359,720,370 in one buy-back class and 141,267,210 in the other class of securities subject to the program, as referenced in the Appendix 3C buy-back details provided to the ASX.

What consideration has News Corp recently paid for shares under the buy-back?

One Appendix 3C notice reports total consideration of US$311,496,260.28, and another reports US$164,529,975.63, for securities bought back or accepted, illustrating substantial cash deployment into the share repurchase program.

What price range has News Corp paid for its shares in the buy-back?

For one buy-back notice, the highest price paid was US$31.58 and the lowest was US$22.20. In the other, the highest price paid was US$35.69 and the lowest was US$25.49, based on the Appendix 3C data.

Does News Corp’s buy-back require additional shareholder approval?

The Appendix 3C disclosures state that the buy-back does not require security holder approval, and also indicate there are no additional conditions or foreign participation restrictions for this repurchase program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 06:10 AM Accepted by SEC EDGAR 09/15/2026 - 08:31 PM

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): September 15, 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: September 16, 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	16/09/2026
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	359,720,370
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

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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		16/09/2026
4.2	*Previous day on which +securities were bought back		15/09/2026
		Before previous day	On previous day
4.3	*Total number of +securities bought back, or in relation to which acceptances have been received	11,958,019	54,641
4.4	*Total consideration paid or payable for the +securities	US$311,496,260.28	US$1,659,381.60
4.5	*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	US$31.58 *Date highest price was paid: 27/08/2026	US$30.58
4.6	*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	US$22.20 *Date lowest price was paid: 09/02/2026	US$30.02
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$478,486,339 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