[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on Form 8-K disclosing that it provided information to the ASX (attached as Exhibit 99.1 and Exhibit 99.2) and that those exhibits include forward-looking statements. The forward-looking language specifically references the Company’s intent to repurchase, from time to time, Class A and Class B common stock. The filing states these statements reflect management’s expectations, are subject to market and legal risks, and are made only as of the report date.

Positive

• Company disclosed intent to repurchase both Class A and Class B common stock, indicating potential shareholder return actions
• Attachments provided to ASX are included as Exhibits 99.1 and 99.2, ensuring cross-listing disclosure consistency

Negative

• No quantitative details on repurchase authorization, size, timing, funding source, or board approval are provided
• Forward-looking statements are qualified and subject to market, legal, and other risks; they are not guarantees of repurchases

Insights

Financial Analyst

TL;DR: Routine disclosure of share repurchase intent; materiality depends on size and execution details not provided.

The 8-K communicates a broadly worded intent to repurchase both Class A and Class B shares and attaches ASX disclosures as exhibits. This is a typical corporate-capital-allocation disclosure without quantitative details such as authorization size, timeframe, funding source, or planned cadence. Without those specifics, the announcement is informational and does not itself change earnings, leverage, or liquidity metrics presented in prior filings.

Corporate Governance Expert

TL;DR: Standard governance disclosure of forward-looking repurchase intent; lacks implementation specifics required for assessment.

The filing follows common practice by including forward-looking disclaimers and attaching material provided to another exchange. From a governance perspective, the language signals board/management interest in buybacks but provides no details on authorization, approval, or policy changes. Investors and stakeholders must rely on future disclosures for any assessment of governance impact.

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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): September 29, 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: September 30, 2025

FAQ

What did News Corporation (NWS) disclose in the Form 8-K?

The filing states that News Corporation provided information to the ASX (attached as Exhibit 99.1 and Exhibit 99.2) and that those exhibits include forward-looking statements, including the Company’s intent to repurchase Class A and Class B common stock.

Does the 8-K specify the amount or timing of the share repurchases?

No. The filing mentions an intent to repurchase shares from time to time but does not provide any amounts, timeframes, or funding details.

Are the forward-looking statements binding or guaranteed?

No. The filing explicitly states the forward-looking statements reflect management’s expectations and are subject to various risks and uncertainties and are made only as of the report date.

Where can investors find the details referenced in the 8-K?

The 8-K attaches the information provided to the ASX as Exhibit 99.1 and Exhibit 99.2; those exhibits should contain the disclosed text referenced in this report.

Does the filing affect News Corporation’s financial statements?

The filing lists exhibits and forward-looking statements and does not include financial statements or quantitative financial adjustments in this report.