NWS 8-K: Exhibits Show Intent to Buy Back Class A and B Stock

Rhea-AI Filing Summary

News Corporation filed a Form 8-K reporting the distribution of two exhibits provided to the ASX that describe the company’s intent to repurchase its Class A and Class B common stock. The filing states these exhibits contain "forward-looking statements" about repurchase activity, clarifies those statements reflect management's current expectations, and warns actual results may differ due to market conditions, applicable laws and other risks. The company also states it has no obligation to update those forward-looking statements except as required by law.

Positive

• Company disclosed intent to repurchase both Class A and Class B common stock, indicating potential return of capital to shareholders
• Provided exhibits to the ASX, suggesting coordinated disclosure across markets

Negative

• No specifics provided on repurchase size, timing, authorization or funding, limiting investor assessment
• Forward-looking statements carry standard disclaimers and the company disclaims any obligation to update them except as required by law

Insights

Securities Analyst

TL;DR: Routine disclosure of share repurchase intent with standard forward-looking disclaimers; limited immediate financial impact.

The filing communicates that News Corporation provided material information to the ASX via two exhibits describing a plan or intent to repurchase Class A and Class B common stock. This is a common corporate action that can support share price and capital-return flexibility, but the filing contains no authorization details, sizes, timing, or commitments. The forward-looking language and disclaimer mean repurchases are contingent on market, legal, and other factors, so investors should not treat this as a firm buyback program without further detail.

Corporate Governance Expert

TL;DR: Governance disclosure appropriate and cautious; absence of specific terms limits assessment of materiality.

The company disclosed exhibits to the ASX and explicitly labeled statements about repurchases as forward-looking, accompanied by a non-update disclaimer. From a governance perspective, this meets disclosure norms by informing markets while preserving flexibility. Materiality cannot be assessed here because the filing lacks quantitative authorizations, funding sources, or board resolutions; therefore the disclosure is informative but not decisive for valuation or governance change.

0001564708false00015647082025-09-252025-09-250001564708us-gaap:CommonClassAMember2025-09-252025-09-250001564708us-gaap:CommonClassBMember2025-09-252025-09-25

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 25, 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 26, 2025

FAQ

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

The company furnished two exhibits to the ASX that include statements about its intent to repurchase Class A and Class B common stock and noted those are "forward-looking statements."

Did News Corporation provide details on the size or timing of the repurchases?

No. The filing states intent to repurchase but does not include quantitative details, timing, authorization amounts, or funding information.

Are the repurchase statements firm commitments?

No. The filing frames them as forward-looking and explains actual results may differ due to market conditions, laws, and other factors.

Will News Corporation update these forward-looking statements?

The company states it does not undertake any obligation to publicly update those forward-looking statements except as required by law.

Where were the exhibits provided?

The exhibits referenced in the filing were provided to the ASX.