Director at News Corp (NWS) settles deferred stock units and receives new grant

Rhea-AI Filing Summary

NEWS CORP director Ana Paula Pessoa reported several compensation-related equity transactions involving Class A Common Stock and deferred stock units. She exercised 1,747 deferred stock units, which were deemed settled for the cash value of an equivalent number of Class A shares at a reference price of $25.78 per share and then disposed 1,747 Class A shares to the issuer, leaving no direct common stock holdings.

On the same date, she received a grant of 1,891 deferred stock units, each representing the equivalent of one Class A share. Following these transactions, she held 39,296 deferred stock units, which are payable in cash on the earlier of the first trading day of the quarter five years after each grant or the end of her service as a director.

Insights

Insider compensation and governance analyst

Routine director compensation using cash-settled deferred stock units with limited signaling value.

The transactions show Ana Paula Pessoa managing cash-settled deferred stock units tied to NEWS CORP Class A Common Stock. She exercised 1,747 units that were deemed settled for the cash value of an equivalent number of shares, then disposed 1,747 Class A shares to the issuer at a reference of $25.78 per share.

She also received 1,891 new deferred stock units as a grant, ending with 39,296 units outstanding. These units are payable in cash on specific future dates or upon her end of service, so they do not currently add voting power. With no open-market buying or selling and cash settlement, the informational content for investors appears limited and consistent with standard board compensation practices.

Insider Trade Summary

1,747 shares exercised/converted

Mixed 4 txns

Insider Pessoa Ana Paula

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.

Key Figures

Shares disposed to issuer: 1,747 shares Reference price per share: $25.78 per share Deferred stock units exercised: 1,747 units +3 more

6 metrics

Shares disposed to issuer 1,747 shares Class A Common Stock disposition coded D

Reference price per share $25.78 per share Applied to 1,747 Class A shares in disposition

Deferred stock units exercised 1,747 units Exercise or conversion of derivative security

New deferred stock unit grant 1,891 units Grant, award, or other acquisition

Deferred stock units outstanding 39,296 units Total deferred stock units following transactions

Net buy/sell shares 0 shares transactionSummary netBuySellShares

Key Terms

Deferred Stock Units, Disposition to issuer, Exercise or conversion of derivative security, dividend equivalents, +1 more

5 terms

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.

payable in cash financial

"The deferred stock units became payable in cash on July 1, 2026"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:07 PM Accepted by SEC EDGAR 07/02/2026 - 04:06 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Pessoa Ana Paula

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2026		M		1,747	A	(1)	1,747	D
Class A Common Stock	07/01/2026		D		1,747	D	$25.78	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(2)	07/01/2026		M			1,747	(3)	(3)	Class A Common Stock	1,747	(1)	39,296(4)	D
Deferred Stock Units	(2)	07/01/2026		A		1,891		(5)	(5)	Class A Common Stock	1,891	$25.78	41,187(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 Ana Paula Pessoa	07/02/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transactions did NEWS CORP (NWS) director Ana Paula Pessoa report?

Ana Paula Pessoa reported exercising 1,747 deferred stock units linked to NEWS CORP Class A shares and disposing 1,747 Class A shares to the issuer. She also received a grant of 1,891 new deferred stock units as part of her director compensation program.

How many NEWS CORP Class A shares did Ana Paula Pessoa dispose of in this Form 4?

She disposed of 1,747 Class A Common Stock shares to the issuer in a disposition coded "D". The price reference was $25.78 per share, and following this transaction she reported holding zero shares of Class A Common Stock directly.

What deferred stock unit holdings does Ana Paula Pessoa have at NEWS CORP (NWS)?

After the reported transactions, Ana Paula Pessoa held 39,296 deferred stock units. Each unit represents the equivalent of one share of NEWS CORP Class A Common Stock and is payable in cash under the plan’s timing rules rather than delivered as actual shares.

When do Ana Paula Pessoa’s NEWS CORP deferred stock units become payable?

The deferred stock units become payable in cash on the earlier of two events: the first trading day of the quarter five years after the respective grant date, or the end of her service as a director. This timing applies to the reported deferred stock units in the filing.

Were Ana Paula Pessoa’s NEWS CORP deferred stock units settled in cash or shares?

The filing states the deferred stock units were deemed to have settled for the cash value of an equivalent number of Class A shares. This indicates cash settlement based on the share value, rather than delivery of actual NEWS CORP Class A Common Stock.

Is Ana Paula Pessoa’s Form 4 transaction at NEWS CORP an open-market stock sale?

No. The disposition is coded "D" as a disposition to the issuer and is tied to settlement of deferred stock units. There is no "S" code open-market sale; the activity appears related to compensation and plan settlement rather than discretionary market trading.