News Corporation (NASDAQ: NWS) updates $1 billion repurchase reporting

Rhea-AI Filing Summary

News Corporation provided an update on its existing stock repurchase program, under which it is authorized to acquire up to $1 billion in aggregate of its Class A and Class B common stock. The company is furnishing to investors copies of the daily buyback disclosures it provides to the Australian Securities Exchange as Exhibits 99.1 and 99.2.

The filing emphasizes that statements about repurchasing shares from time to time are forward-looking and may differ from actual results due to factors such as stock price movements, general market conditions, applicable securities laws, alternative investment opportunities, and risks described in its other SEC filings.

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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): January 30, 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 2, 2026

FAQ

What did News Corporation (NWS) disclose about its stock repurchase program?

News Corporation reiterated its existing stock repurchase program and furnished additional disclosure. The company attached to the filing the same information it must provide daily to the Australian Securities Exchange about buybacks, via Exhibits 99.1 and 99.2, along with related forward-looking statement cautions.

How large is News Corporation’s current share repurchase authorization?

News Corporation is authorized to acquire up to $1 billion in aggregate of its outstanding Class A and Class B common stock. This authorization under its stock repurchase program frames the potential scale of buybacks that may be executed over time, subject to various business and market factors.

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

Under Australian Securities Exchange rules, News Corporation must give daily disclosure of transactions under its stock repurchase program. The company is now furnishing those same ASX disclosures as exhibits in its U.S. filing, aligning information available to Australian and U.S. investors about its buyback activity.

Which News Corporation share classes are included in the repurchase program?

The repurchase authorization covers News Corporation’s Class A common stock and Class B common stock. The program permits the company to acquire outstanding shares of both classes, up to a total aggregate amount of $1 billion, depending on conditions and management’s decisions over time.

What risks could affect News Corporation’s planned share repurchases?

The filing notes that actual repurchases may differ from current intent due to changes in News Corporation’s stock price, general market conditions, applicable securities laws, and alternative investment opportunities, as well as risks, uncertainties and other factors discussed in its filings with the Securities and Exchange Commission.

Where can investors find detailed data on News Corporation’s buyback activity?

Investors can review Exhibits 99.1 and 99.2, which reproduce the information News Corporation provides to the Australian Securities Exchange about repurchases. The company also includes information concerning its stock repurchase program in its quarterly and annual reports filed with the Securities and Exchange Commission.