[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report disclosing that it provided information to the ASX on October 6, 2025 which includes forward-looking statements about the company's intent to repurchase its Class A and Class B common stock from time to time. The filing emphasizes these repurchase statements are based on management's current expectations and are subject to market conditions, applicable securities laws, and other risks described in the company's SEC filings. The company states these forward-looking statements are made only as of the report date and that it has no obligation to update them publicly except as required by law.

Positive

• Repurchase intent disclosed signals management is considering returning capital to shareholders
• Transparency in noting forward-looking nature and listing risk factors aligns with disclosure norms

Negative

• No material details provided on repurchase size, authorization, timing, or funding source
• Unclear investor impact because the filing only states intent and lacks quantifiable metrics

Insights

Corporate Finance Analyst

TL;DR: The filing discloses potential share repurchases but provides no authorization details.

The company confirms it informed the ASX that management intends to repurchase Class A and Class B common stock from time to time, framing these as forward-looking operational actions contingent on market and legal conditions. No specific program size, timing, or funding source is disclosed, so the statement signals intent rather than an actionable plan.

Key dependencies include market price, securities-law constraints, and capital-allocation choices; absent concrete authorization or amounts, investors cannot quantify near-term balance-sheet or EPS effects. Monitor subsequent filings or exhibits for a formal repurchase authorization or schedule within the next few weeks for clarity.

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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): October 6, 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: October 7, 2025

FAQ

What did News Corporation (NWS) disclose in the October 6, 2025 8-K?

The company disclosed it provided ASX information containing forward-looking statements about its intent to repurchase Class A and Class B common stock.

Does the 8-K authorize a repurchase program for NWS?

No. The filing states an intent to repurchase shares but does not provide authorization, program size, or timing.

What conditions did News Corporation list that could affect repurchases?

Repurchases depend on market price, general market conditions, applicable securities laws, and other risks noted in the company's SEC filings.

Will News Corporation update these forward-looking statements?

The company says the statements are made only as of the report date and it does not undertake any obligation to publicly update them except as required by law.

Where can investors find more details on the repurchase plan?

Investors should watch for subsequent filings or the attached ASX exhibits for any formal repurchase authorization or specific program details.