News Corp (NWS) legal chief sells shares after awards vest

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.

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 shares (Direct); Stock-Settled Restricted Stock Units — 49,763 shares (Direct); Class A Common Stock — 83,291 shares (Direct)

Footnotes (9)

1. 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.
2. 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.
3. F3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.
4. 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.
5. 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.
6. F6. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
7. F7. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
8. F8. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
9. 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

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.

How many NEWS CORP (NWS) shares did David B. Pitofsky sell and at what price?

David B. Pitofsky sold 51,423 shares of NEWS CORP Class A Common Stock on August 17, 2026 at $28.76 per share. This sale followed the settlement of stock-settled performance and restricted stock units into Class A shares.

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.

How many NEWS CORP (NWS) shares were withheld for taxes in this Form 4?

A total of 50,837 shares of NEWS CORP Class A Common Stock were withheld on August 15, 2026 to satisfy tax withholding obligations upon vesting of the applicable incentive awards, at a per-share value of $29.16.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:06 PM Accepted by SEC EDGAR 08/18/2026 - 04:05 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^*

Pitofsky David B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

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	08/15/2026		M		77,959(1)	A	(2)	161,250	D
Class A Common Stock	08/15/2026		F		37,968(3)	D	$29.16	123,282	D
Class A Common Stock	08/15/2026		M		8,382(4)	A	(5)	131,664	D
Class A Common Stock	08/15/2026		F		4,439(3)	D	$29.16	127,225	D
Class A Common Stock	08/15/2026		M		7,805(4)	A	(5)	135,030	D
Class A Common Stock	08/15/2026		F		4,133(3)	D	$29.16	130,897	D
Class A Common Stock	08/15/2026		M		8,114(4)	A	(5)	139,011	D
Class A Common Stock	08/15/2026		F		4,297(3)	D	$29.16	134,714	D
Class A Common Stock	08/17/2026		S		51,423	D	$28.76	83,291	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
Stock-Settled Performance Stock Units	(6)	08/15/2026		M			77,959(1)	08/15/2026	08/15/2026	Class A Common Stock	77,959	(2)	0	D
Stock-Settled Restricted Stock Units	(7)	08/15/2026		M			8,382(4)	08/15/2026	08/15/2026	Class A Common Stock	8,382	(5)	0	D
Stock-Settled Restricted Stock Units	(7)	08/15/2026		M			7,805(4)	08/15/2026	08/15/2026	Class A Common Stock	7,805	(5)	7,811	D
Stock-Settled Restricted Stock Units	(7)	08/15/2026		M			8,114(4)	08/15/2026	08/15/2026	Class A Common Stock	8,114	(5)	16,233	D
Stock-Settled Restricted Stock Units	(7)	08/15/2026		A		25,719(8)		(9)	(9)	Class A Common Stock	25,719	$0	25,719	D

Explanation of Responses:

1. 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.

2. 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.

3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.

4. 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.

5. 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.

6. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

7. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

8. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.

9. The stock-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky	08/18/2026
	** 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)