[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K reporting that it provided information to the ASX via Exhibits 99.1 and 99.2 and disclosed forward-looking statements. The filing states the Company has expressed an intent to repurchase, from time to time, its Class A and Class B common stock, but provides no specific repurchase program details, timelines, authorization amounts, or start/end dates. The filing emphasizes that these statements are management expectations subject to market conditions, securities laws, and other risks, and that the forward-looking statements are made only as of the report date with no obligation to update except as required by law.

Positive

• Company disclosed intent to repurchase Class A and Class B common stock, indicating consideration of shareholder returns
• Transparency in providing information to the ASX via Exhibits 99.1 and 99.2

Negative

• No material details provided on repurchase size, timing, authorization, or funding, preventing quantitative assessment
• Forward-looking statements are qualified and subject to market, legal, and other risks, reducing informational value
• No obligation to update forward-looking statements beyond legal requirements, limiting ongoing disclosure commitments

Insights

Financial Analyst

TL;DR: Intent to repurchase shares is disclosed but lacks material specifics, so impact on valuation is unclear.

The filing confirms News Corp's management has communicated an intent to buy back Class A and Class B common stock, which can be a shareholder-friendly action if executed. However, the disclosure contains no quantitative parameters—no authorization size, timing, funding source, or execution plan—so it does not provide a basis to model share-count reduction or EPS accretion. The prominent forward-looking disclaimer highlights execution risk tied to market conditions and regulatory constraints, limiting the immediate investment impact.

Corporate Governance Expert

TL;DR: Announcement signals possible capital-return consideration but offers no governance-level commitments or board authorization details.

The 8-K notes provision of ASX materials and reiterates forward-looking statement protections. From a governance perspective, meaningful evaluation requires board resolutions or formal repurchase program filings; those are not present here. Without evidence of board authorization, financing arrangements, or tender details, this disclosure is procedural and informational rather than a definitive corporate action. Investors should expect confirmatory filings if a formal program is approved.

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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 24, 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 25, 2025

FAQ

What did News Corp (NWS) disclose in this 8-K?

The 8-K states News Corp provided information to the ASX (Exhibits 99.1 and 99.2) and disclosed an intent to repurchase Class A and Class B common stock along with forward-looking statement disclaimers.

Does the filing specify the size or timing of the repurchase program?

No. The filing does not provide any authorization amounts, timelines, or start/end dates for repurchases.

Are the repurchase statements guaranteed?

No. The filing labels these as forward-looking statements subject to market conditions, securities laws, and other risks, and disclaims an obligation to update them.

Were financial statements or earnings data included in the filing?

No. The filing lists Exhibits 99.1 and 99.2 but contains no financial tables, earnings figures, or material transaction details.

How should investors interpret this disclosure?

The disclosure indicates management consideration of share repurchases but lacks execution details; it should be treated as non-binding intent until a formal program or authorization is announced.