News Corp counsel sells 51K shares at $28.76
NEWS CORP (NWS) reported insider equity activity by General Counsel David B. Pitofsky.
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Form Type
4
Rhea-AI Filing Summary
NEWS CORP (NWS) reported insider equity activity by General Counsel David B. Pitofsky. On August 15, 2026, stock-settled performance stock units and restricted stock units covering 102,260 shares of Class A Common Stock settled into shares, with 50,837 shares withheld to satisfy tax withholding obligations. He also received a new grant of 25,719 stock-settled restricted stock units as part of his fiscal 2027 long-term equity incentive award, vesting in thirds on August 15 of 2027, 2028 and 2029. On August 17, 2026, he sold 51,423 shares of Class A Common Stock in an open-market or private sale at $28.76 per share.
Insights
Analyzing...
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
14 txns
Insider
Pitofsky David B
Role
General Counsel
Sold
51,423 shs ($1.48M)
Approx. gross sale proceeds
$1.48M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 51,423 | $28.76 | $1.48M |
| Exercise | Stock-Settled Performance Stock Units F6, F1, F2 | 77,959 | -- | -- |
| Exercise | Stock-Settled Restricted Stock Units F7, F4, F5 | 8,382 | -- | -- |
| Exercise | Stock-Settled Restricted Stock Units F7, F4, F5 | 7,805 | -- | -- |
| Exercise | Stock-Settled Restricted Stock Units F7, F4, F5 | 8,114 | -- | -- |
| Grant/Award | Stock-Settled Restricted Stock Units F7, F8, F9 | 25,719 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1, F2 | 77,959 | -- | -- |
| Tax Withholding | Class A Common Stock F3 | 37,968 | $29.16 | $1.11M |
| Exercise | Class A Common Stock F4, F5 | 8,382 | -- | -- |
| Tax Withholding | Class A Common Stock F3 | 4,439 | $29.16 | $129K |
| Exercise | Class A Common Stock F4, F5 | 7,805 | -- | -- |
| Tax Withholding | Class A Common Stock F3 | 4,133 | $29.16 | $121K |
| Exercise | Class A Common Stock F4, F5 | 8,114 | -- | -- |
| Tax Withholding | Class A Common Stock F3 | 4,297 | $29.16 | $125K |
Holdings After Transaction:
Stock-Settled Performance Stock Units — 0 contracts (Direct);
Stock-Settled Restricted Stock Units — 49,763 contracts (Direct);
Class A Common Stock — 83,291 shares (Direct)
Footnotes (9)
- F1. Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying stock-settled performance stock units.
- F2. The stock-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.
- F4. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying stock-settled restricted stock units.
- F5. The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F6. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F7. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F8. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
- F9. The stock-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.
Key Figures
Open-market sale shares: 51,423 shares
Open-market sale price: $28.76 per share
Shares from PSU and RSU settlement: 102,260 shares
+5 more
8 metrics
Open-market sale shares
51,423 shares
Class A Common Stock sold on August 17, 2026
Open-market sale price
$28.76 per share
Price for 51,423 Class A shares sold August 17, 2026
Shares from PSU and RSU settlement
102,260 shares
Class A shares from stock-settled performance and restricted stock units on August 15, 2026
Shares withheld for taxes
50,837 shares
Shares withheld upon vesting of incentive awards at $29.16 per share
New RSU grant
25,719 units
Stock-settled restricted stock units granted as fiscal 2027 long-term equity incentive award
RSU vesting schedule
2027-08-15, 2028-08-15, 2029-08-15
New 25,719 RSUs vest in three equal annual installments on these dates
Exercise/settlement shares
102,260 shares
Total derivative exercises (M-code) per transaction summary
Shares for tax withholding transactions
50,837 shares
Code F transactions for payment of tax liability per transaction summary
Key Terms
stock-settled performance stock units, stock-settled restricted stock units, dividend equivalents, tax withholding obligations, +2 more
6 terms
stock-settled performance stock units financial
"The stock-settled performance stock units were deemed to have settled"
stock-settled restricted stock units financial
"The stock-settled restricted stock units were deemed to have settled"
dividend equivalents financial
"Includes dividend equivalents accrued during the performance period"
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.
tax withholding obligations financial
"Represents shares withheld upon vesting ... to satisfy tax withholding obligations"
long-term equity incentive award financial
"were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award"
time-based vesting conditions financial
"will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did NEWS CORP (NWS) report for David B. Pitofsky?
NEWS CORP reported that General Counsel David B. Pitofsky had performance and restricted stock units settle into 102,260 Class A shares, had 50,837 shares withheld for taxes, received 25,719 new RSUs, and later sold 51,423 shares at $28.76 per share.
What equity awards in NEWS CORP (NWS) vested or settled for David B. Pitofsky?
Stock-settled performance stock units and restricted stock units for David B. Pitofsky settled on August 15, 2026 into 102,260 shares of NEWS CORP Class A Common Stock. These units included dividend equivalents accruing during their respective performance and vesting periods.
What new long-term equity award did David B. Pitofsky receive from NEWS CORP (NWS)?
David B. Pitofsky received 25,719 stock-settled restricted stock units as part of his fiscal 2027 long-term equity incentive award. These RSUs vest in three equal installments on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.
Are David B. Pitofsky’s NEWS CORP (NWS) performance and restricted stock units economically equivalent to shares?
Each of David B. Pitofsky’s stock-settled performance stock units and restricted stock units is the economic equivalent of one share of NEWS CORP Class A Common Stock, and they were deemed to settle for an equivalent number of Class A shares upon vesting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
