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News Corp (NWS) General Counsel awarded new stock-settled RSU grants

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

Rhea-AI Filing Summary

News Corp General Counsel David B. Pitofsky received stock-based compensation in the form of stock-settled restricted stock units tied to the company’s Class A Common Stock. On April 8, 2026, he was granted 34, 63, and 99 stock-settled RSUs at a reference price of $24.43 per unit, each unit economically equivalent to one share of Class A Common Stock.

These awards represent dividend equivalents accrued on previously granted RSUs, which will be paid in shares when the related RSUs vest. After these grants, his reported RSU holdings in the related awards increased to 8,382, 15,616, and 24,347 units, respectively. The transactions are acquisitions through compensation rather than open-market purchases or sales.

Positive

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Negative

  • None.
Insider Pitofsky David B
Role General Counsel
Type Security Shares Price Value
Grant/Award Stock-Settled Restricted Stock Units 34 $24.43 $830.62
Grant/Award Stock-Settled Restricted Stock Units 63 $24.43 $2K
Grant/Award Stock-Settled Restricted Stock Units 99 $24.43 $2K
Holdings After Transaction: Stock-Settled Restricted Stock Units — 8,382 shares (Direct)
Footnotes (1)
  1. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation Class A Common Stock. Represents dividend equivalents accrued with respect to stock-settled restricted stock units previously granted, which become payable in shares upon vesting of the underlying stock-settled restricted stock units.
RSU grant 1 34 stock-settled RSUs Grant on April 8, 2026
RSU grant 2 63 stock-settled RSUs Grant on April 8, 2026
RSU grant 3 99 stock-settled RSUs Grant on April 8, 2026
Reference price per RSU $24.43 per unit Stock-settled RSU awards
Holdings after grant 1 8,382 RSUs Total stock-settled RSUs after 34-unit grant
Holdings after grant 2 15,616 RSUs Total stock-settled RSUs after 63-unit grant
Holdings after grant 3 24,347 RSUs Total stock-settled RSUs after 99-unit grant
Stock-Settled Restricted Stock Units financial
"Each stock-settled restricted stock unit is the economic equivalent of one share"
dividend equivalents financial
"Represents dividend equivalents accrued with respect to stock-settled restricted stock units"
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.
Class A Common Stock financial
"economic equivalent of one share of News Corporation Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026		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
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
Stock-Settled Restricted Stock Units(1)04/08/2026A34 (2) (2)Class A Common Stock34$24.438,382D
Stock-Settled Restricted Stock Units(1)04/08/2026A63 (2) (2)Class A Common Stock63$24.4315,616D
Stock-Settled Restricted Stock Units(1)04/08/2026A99 (2) (2)Class A Common Stock99$24.4324,347D
Explanation of Responses:
1. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation Class A Common Stock.
2. Represents dividend equivalents accrued with respect to stock-settled restricted stock units previously granted, which become payable in shares upon vesting of the underlying stock-settled restricted stock units.
Remarks:
/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky04/09/2026
** 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 transaction did News Corp (NWS) report for David B. Pitofsky?

News Corp reported that General Counsel David B. Pitofsky received grants of stock-settled restricted stock units on April 8, 2026. These RSUs are compensation awards, not open-market trades, and are economically equivalent to shares of News Corp Class A Common Stock.

How many restricted stock units did the News Corp (NWS) General Counsel receive?

David B. Pitofsky received three RSU grants covering 34, 63, and 99 stock-settled restricted stock units. Each unit is the economic equivalent of one share of News Corp Class A Common Stock, representing additional stock-based compensation rather than cash salary.

What is the economic value basis of the News Corp (NWS) RSU grants?

Each of David B. Pitofsky’s RSU grants on April 8, 2026 used a reference price of $24.43 per unit. Every stock-settled restricted stock unit is economically equivalent to one share of News Corp Class A Common Stock at that price reference.

What are dividend equivalent RSUs mentioned in the News Corp (NWS) filing?

The filing states that the RSU amounts represent dividend equivalents accrued on previously granted stock-settled RSUs. These dividend equivalents become payable in shares when the underlying RSUs vest, effectively mirroring dividends that regular shareholders receive in stock form.

How did the RSU grants change David B. Pitofsky’s holdings at News Corp (NWS)?

Following the April 8, 2026 RSU grants, David B. Pitofsky’s reported RSU holdings in the related awards increased to 8,382, 15,616, and 24,347 units. These figures reflect his direct stock-settled restricted stock unit balances for the three respective grant groupings.

Were the News Corp (NWS) RSU transactions open-market buys or sells?

No. The transactions are coded as awards (code A), indicating grants or other acquisitions of derivatives as compensation. They are not open-market purchases or sales and do not represent discretionary trading in News Corp Class A Common Stock by David B. Pitofsky.