[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on October 3, 2025 to provide copies of information previously given to the ASX, and that material includes forward-looking statements about the company's intention to repurchase its Class A and Class B common stock from time to time. The filing emphasizes that these repurchase statements reflect management's current expectations and are subject to change due to factors such as the market price of the stock, general market conditions, applicable securities laws and other investment opportunities. The company also states it has no obligation to update these forward-looking statements except as required by law.

Positive

• Company signaled intent to repurchase both Class A and Class B common stock, indicating potential shareholder-return focus
• Disclosure includes forward-looking caution, showing management recognized legal and market constraints

Negative

• No quantitative details provided—no program size, authorization, timeframe, or funding source disclosed
• Repurchase statements are conditional and may not result in actual buybacks due to market, legal, or strategic changes

Insights

Corporate Finance Analyst

TL;DR: Company signals discretionary share buybacks but provides no size or timing.

The filing communicates an intent to repurchase both Class A and Class B common stock, which is a flexible capital-allocation tool that can return cash to shareholders and support per-share metrics when executed. Because no dollar amounts, authorizations or timeframes are disclosed, the statement is nondiscrete and leaves the market without a clear effect on capital structure.

Execution depends on available cash, board authorization, market conditions and legal constraints; monitor future disclosures for concrete authorizations, program size, or actual repurchase activity within the next several quarters.

Securities Compliance Counsel

TL;DR: Forward-looking language is typical and accompanied by a standard non-update reservation.

The document reiterates customary risk language that forward-looking repurchase statements are based on current expectations and subject to many uncertainties, including securities-law limits. The company explicitly disclaims any obligation to update those statements except as required by law, which limits the interpretive value of the disclosure absent follow-up filings.

Investors should watch for subsequent filings or ASX notices that attach specific board approvals or executed repurchase transactions within Q4 2025 and beyond.

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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 3, 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 6, 2025

FAQ

What did News Corp (NWS) report on October 3, 2025?

The company filed an 8-K providing information given to the ASX and disclosed forward-looking statements about its intent to repurchase Class A and Class B common stock.

Did News Corp disclose the size or timing of the share repurchase program?

No. The filing states an intent to repurchase shares from time to time but includes no amounts, program size, timing or authorization.

Are the repurchase statements binding on News Corp?

No. The statements are described as forward-looking and the company disclaims any obligation to update them except as required by law.

What risks did News Corp identify that could affect repurchases?

The filing cites the market price of the stock, general market conditions, applicable securities laws and alternative investment opportunities as factors that could change outcomes.

Where can investors find the attached information?

Copies of the information provided to the ASX are attached as Exhibit 99.1 and Exhibit 99.2 to the filing.