NWS CEO reports 137,256,349 RSU awards totaling 742 units

Rhea-AI Filing Summary

Robert J. Thomson, Chief Executive Officer and director of News Corporation (NWS), reported purchases of cash-settled restricted stock units on 10/08/2025. Three awards were recorded: 137, 256, and 349 cash-settled restricted stock units, each with an economic equivalent of one Class A common share and a per-share reference of $27.38. The filings state the second item represents dividend equivalents accrued on previously granted units that will be paid in cash upon vesting. After these entries the reported beneficial ownership counts shown are 37,768, 70,362, and 95,986 Class A shares (direct ownership) following each reported transaction. The Form 4 was signed on 10/10/2025 by an attorney-in-fact.

Positive

• Alignment of pay and shareholder value through cash-settled RSUs tied to Class A stock economics
• Disclosure of dividend equivalents indicates transparency about compensation components

Negative

• No vesting or settlement dates disclosed, limiting clarity on near-term cash impact
• Cash settlement structure may create future cash liabilities rather than equity issuance

Insights

Corporate Governance Analyst

Director/CEO reported routine compensation-settled awards on 10/08/2025.

The transactions are cash-settled restricted stock units that act as the economic equivalent of Class A common shares, which aligns executive pay with long-term stock value without issuing new shares immediately. The report shows 137, 256, and 349 units, each referenced at $27.38, reflecting dividend equivalents in one line.

Key dependencies include the vesting schedule and settlement timing (not disclosed here), which determine when cash payments occur and potential dilution is realized. Monitor vesting timelines and any subsequent Form 4 or proxy disclosures over the next 12 months for material cash payouts.

Executive Compensation Specialist

Reported items appear to be compensation-related accruals rather than open-market purchases.

Cash-settled RSUs provide executives with compensation tied to share performance while settling in cash; the filing explicitly notes some amounts are dividend equivalents payable on vesting. The per-unit reference amount $27.38 is shown but does not itself indicate cash paid on the filing date.

Material investor signals are limited: these entries change reported beneficial ownership tallies to 37,768, 70,362, and 95,986 Class A shares in the lines shown. Watch for disclosure of vesting dates or cash settlements in future filings within the next year that would quantify cash outflow.

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

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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^*

Thomson Robert J

(Last) (First) (Middle)

C/O NEWS CORPORATION

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Cash-Settled Restricted Stock Units	(1)	10/08/2025		A		137		(2)	(2)	Class A Common Stock	137	$27.38	37,768	D
Cash-Settled Restricted Stock Units	(1)	10/08/2025		A		256		(2)	(2)	Class A Common Stock	256	$27.38	70,362	D
Cash-Settled Restricted Stock Units	(1)	10/08/2025		A		349		(2)	(2)	Class A Common Stock	349	$27.38	95,986	D

Explanation of Responses:

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

2. Represents dividend equivalents accrued with respect to cash-settled restricted stock units previously granted, which become payable in cash upon vesting of the underlying cash-settled restricted stock units.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Robert J. Thomson	10/10/2025
	** 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.
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FAQ

What did Robert J. Thomson report on the Form 4 for News Corp (NWS)?

He reported acquisitions of 137, 256, and 349 cash-settled restricted stock units on 10/08/2025 with a reference amount of $27.38 per unit.

Do the reported items represent actual shares of NWS?

They are described as cash-settled restricted stock units, each the economic equivalent of one Class A share and payable in cash upon vesting.

How many Class A shares are shown as beneficially owned after the reported transactions?

The filing lists beneficial ownership counts of 37,768, 70,362, and 95,986 Class A shares following the respective reported transactions.

Are dividend equivalents included in the reported amounts?

Yes. The filing notes that one line represents dividend equivalents accrued with respect to previously granted cash-settled RSUs, payable in cash upon vesting.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/10/2025.