News Corp grants 444,341 cash-settled units to CEO

Thomson Robert J reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 08/05/2026 - 04:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Thomson Robert J reported acquisition or exercise transactions in this Form 4 filing.

News Corp reports that Chief Executive Officer Robert J. Thomson received a grant of 444,341 cash-settled performance stock units, each economically equivalent to one share of Class A Common Stock. The award followed achievement of pre-determined performance measures over a three-year period and is scheduled to vest on August 15, 2026.

Insider Trade Summary

Grant/Award: 444,341 shares

Grant/Award 1 txn

Insider Thomson Robert J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Cash-Settled Performance Stock Units F1, F2	444,341	--	--

Holdings After Transaction: Cash-Settled Performance Stock Units — 444,341 contracts (Direct)

Holdings Before and After: Cash-Settled Performance Stock Units, 0 to 444,341 contracts (Direct)

Footnotes (2)

1. F1. Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
2. F2. The cash-settled performance stock units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2026.

Key Figures

Performance stock units granted: 444,341 units Underlying Class A share equivalent: 444,341 shares Vesting date: August 15, 2026

3 metrics

Performance stock units granted 444,341 units Cash-settled performance stock units awarded to CEO Robert J. Thomson

Underlying Class A share equivalent 444,341 shares Each unit is the economic equivalent of one share of Class A Common Stock

Vesting date August 15, 2026 Scheduled vesting date for the cash-settled performance stock units

Key Terms

Cash-Settled Performance Stock Units, economic equivalent, performance period

3 terms

Cash-Settled Performance Stock Units financial

"Security title reported as Cash-Settled Performance Stock Units"

economic equivalent financial

"Each unit is the economic equivalent of one share of Class A"

performance period financial

"pre-determined performance measures over the three-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did News Corp (NWS) grant to its CEO?

News Corp granted CEO Robert J. Thomson 444,341 cash-settled performance stock units, each economically equivalent to one Class A share. The grant reflects achieved pre-determined performance measures over a three-year period and is scheduled to vest on August 15, 2026.

How many shares do the new awards at News Corp (NWS) economically mirror?

The new award mirrors the value of 444,341 shares of News Corp Class A Common Stock. Each cash-settled performance stock unit is the economic equivalent of one share, delivering cash based on the Class A share value rather than issuing actual shares.

When do Robert J. Thomson’s new performance units at News Corp (NWS) vest?

The cash-settled performance stock units are scheduled to vest on August 15, 2026. The award was granted after achievement of pre-determined performance measures over a three-year performance period, tying payout timing and eligibility to multi-year results.

What are cash-settled performance stock units at News Corp (NWS)?

These awards are cash-settled performance stock units, each the economic equivalent of one Class A share. Instead of receiving stock, the holder receives cash based on share value, with vesting contingent on meeting pre-determined performance measures over a defined period.

Was the News Corp (NWS) CEO grant reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as applicable, indicating the reported grant was not affirmed as made under a Rule 10b5-1 trading plan. It is reported as a compensation-related grant, not an open-market purchase or sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Thomson Robert J

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

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

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 Performance Stock Units	(1)	08/04/2026		A		444,341(2)		08/15/2026	08/15/2026	Class A Common Stock	444,341	(1)	444,341	D

Explanation of Responses:

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

2. The cash-settled performance stock units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2026.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Robert J. Thomson	08/05/2026
	** 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)