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News Corp (NWS) director adjusts holdings via deferred stock unit grant and cash settlement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NEWS CORP director Natalie Bancroft reported compensation-related deferred stock unit activity and a related share disposition. She received a grant of 1,891 deferred stock units tied to Class A Common Stock at a reference price of $25.78 per share, with each unit representing one share equivalent payable in cash. She also exercised 1,747 deferred stock units into an equivalent number of Class A share equivalents and disposed of 1,747 shares back to the issuer, leaving no directly held Class A shares. Following these transactions, she holds 41,187 deferred stock units, which are payable in cash on specified future dates or upon the end of her service as a director.

Positive

  • None.

Negative

  • None.
Insider BANCROFT NATALIE
Role null
Type Security Shares Price Value
Exercise Deferred Stock Units 1,747 $0.00 --
Grant/Award Deferred Stock Units 1,891 $25.78 $49K
Exercise Class A Common Stock 1,747 $0.00 --
Disposition Class A Common Stock 1,747 $25.78 $45K
Holdings After Transaction: Deferred Stock Units — 39,296 shares (Direct, null); Class A Common Stock — 1,747 shares (Direct, null)
Footnotes (1)
  1. The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock. The deferred stock units became payable in cash on July 1, 2026, the first trading day of the quarter five years following the grant. Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director. The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
Deferred stock units granted 1,891 units at $25.78 Grant of deferred stock units tied to Class A Common Stock
Deferred units exercised 1,747 units Exercise/conversion of deferred stock units into Class A equivalents
Shares disposed to issuer 1,747 shares at $25.78 Disposition of Class A Common Stock to News Corp
Deferred units after grant 41,187 units Total deferred stock units held following transactions
Deferred units after exercise 39,296 units Deferred stock units remaining after 1,747-unit exercise
Deferred Stock Units financial
"The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
dividend equivalents financial
"including deferred stock units accrued as a result of dividend equivalents that vest on the same terms..."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BANCROFT NATALIE
(Last)(First)(Middle)
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock07/01/2026M1,747A(1)1,747D
Class A Common Stock07/01/2026D1,747D$25.780D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(2)07/01/2026M1,747 (3) (3)Class A Common Stock1,747(1)39,296(4)D
Deferred Stock Units(2)07/01/2026A1,891 (5) (5)Class A Common Stock1,891$25.7841,187(4)D
Explanation of Responses:
1. The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.
2. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
3. The deferred stock units became payable in cash on July 1, 2026, the first trading day of the quarter five years following the grant.
4. Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director.
5. The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
Remarks:
/s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Natalie Bancroft report at News Corp (NWS)?

Natalie Bancroft reported a grant of 1,891 deferred stock units, the exercise of 1,747 units into Class A equivalents, and the disposition of 1,747 Class A shares back to News Corp, leaving no directly held Class A shares but a larger deferred unit balance.

How many deferred stock units does Natalie Bancroft now hold in News Corp (NWS)?

After the reported transactions, Natalie Bancroft holds 41,187 deferred stock units. These units track News Corp’s Class A Common Stock and are ultimately payable in cash on preset future dates or when her service as a director ends, whichever occurs earlier.

What is the reference price for Natalie Bancroft’s new deferred stock unit grant at News Corp?

The new grant of 1,891 deferred stock units uses a reference price of $25.78 per share of Class A Common Stock. Each deferred stock unit represents the cash value equivalent of one share, aligning director compensation with the company’s share price performance.

How do News Corp deferred stock units reported by Natalie Bancroft settle?

News Corp’s deferred stock units settle in cash, not stock. Each unit is deemed equivalent to one share of Class A Common Stock, and becomes payable in cash on the first trading day of the quarter five years after grant or upon Bancroft’s end of service as director.

What happened to the 1,747 deferred stock units exercised by Natalie Bancroft at News Corp?

Natalie Bancroft exercised 1,747 deferred stock units into the equivalent of 1,747 Class A Common shares, then disposed of 1,747 shares back to News Corp. Footnotes state these units are deemed settled for the cash value of an equivalent number of Class A shares.