News Corp CEO granted cash-settled RSU awards

News Corp Chief Executive Officer Robert J. Thomson received new cash-settled restricted stock unit awards that are each economically equivalent to one share of Class A Common Stock.

Rhea-AI Filing Summary

News Corp Chief Executive Officer Robert J. Thomson received new cash-settled restricted stock unit awards that are each economically equivalent to one share of Class A Common Stock. The grants cover 154, 288, and 392 units, all dated on April 8, 2026.

These awards are classified as compensation-related acquisitions, not open-market purchases or sales. Footnotes state additional dividend equivalents have accrued on previously granted cash-settled units and will be paid in cash when the related units vest, tying part of Thomson’s future compensation to News Corp’s share performance.

Insights

Equity compensation analyst

Routine cash-settled RSU compensation for News Corp’s CEO, with no open-market trading.

Robert J. Thomson, CEO of News Corp, received three grants of cash-settled restricted stock units (154, 288, and 392 units), each economically equivalent to one share of Class A Common Stock. Code A and the description confirm these are compensation awards, not market purchases.

Because these units settle in cash and include dividend equivalents payable upon vesting, they align Thomson’s pay with the company’s share price and dividends without directly changing the share count. From an investor perspective, this looks like routine executive compensation rather than a directional bet on the stock.

Insider Trade Summary

Grant/Award: 834 shares

Grant/Award 3 txns

Insider Thomson Robert J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Cash-Settled Restricted Stock Units	154	$24.43	$4K
Grant/Award	Cash-Settled Restricted Stock Units	288	$24.43	$7K
Grant/Award	Cash-Settled Restricted Stock Units	392	$24.43	$10K

Holdings After Transaction: Cash-Settled Restricted Stock Units — 204,950 contracts (Direct)

Footnotes (2)

1. F1. Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation Class A Common Stock.
2. F2. 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.

Key Figures

RSU grant 1: 154 cash-settled RSUs RSU grant 2: 288 cash-settled RSUs RSU grant 3: 392 cash-settled RSUs +1 more

4 metrics

RSU grant 1 154 cash-settled RSUs Grant dated April 8, 2026; economic equivalent of 154 Class A shares

RSU grant 2 288 cash-settled RSUs Grant dated April 8, 2026; economic equivalent of 288 Class A shares

RSU grant 3 392 cash-settled RSUs Grant dated April 8, 2026; economic equivalent of 392 Class A shares

Reference price per unit $24.43 per unit Reported transaction price for each RSU grant on April 8, 2026

Key Terms

Cash-Settled Restricted Stock Units, dividend equivalents, Class A Common Stock

3 terms

Cash-Settled Restricted Stock Units financial

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

dividend equivalents financial

"Represents dividend equivalents accrued with respect to cash-settled restricted stock units previously granted, which become payable in cash upon vesting"

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

"Each cash-settled restricted stock unit is the 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.

FAQ

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

What did News Corp (NWS) CEO Robert Thomson receive in this filing?

Robert Thomson received three grants of cash-settled restricted stock units, covering 154, 288, and 392 units. Each unit is economically equivalent to one share of News Corp Class A Common Stock and represents compensation, not an open-market stock purchase.

Are Robert Thomson’s News Corp transactions in this filing buys or sells of stock?

The transactions are compensation grants, not open-market buys or sells. They are coded as awards of cash-settled restricted stock units, which track the value of Class A Common Stock but pay out in cash when vesting conditions are met.

How do the cash-settled restricted stock units for News Corp (NWS) work?

Each cash-settled restricted stock unit is the economic equivalent of one News Corp Class A share. Instead of delivering shares at vesting, the company pays cash based on the share value, so Thomson’s payout moves with the stock price without issuing new shares.

What are dividend equivalents mentioned in Robert Thomson’s News Corp awards?

Dividend equivalents are cash amounts that mirror dividends on News Corp shares for previously granted units. They accrue over time and become payable in cash when the underlying cash-settled restricted stock units vest, further tying compensation to shareholder dividend levels.

Does this News Corp (NWS) Form 4 change Robert Thomson’s share ownership?

The filing involves cash-settled restricted stock units that pay out in cash rather than shares, so they do not directly change the number of shares he owns. They function as equity-linked compensation referenced to News Corp Class A share performance and dividends.

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

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Accepted by SEC EDGAR 04/09/2026 - 04:27 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^*

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)
04/08/2026

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 Restricted Stock Units	(1)	04/08/2026		A		154		(2)	(2)	Class A Common Stock	154	$24.43	37,922	D
Cash-Settled Restricted Stock Units	(1)	04/08/2026		A		288		(2)	(2)	Class A Common Stock	288	$24.43	70,650	D
Cash-Settled Restricted Stock Units	(1)	04/08/2026		A		392		(2)	(2)	Class A Common Stock	392	$24.43	96,378	D

Explanation of Responses:

1. Each cash-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 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	04/09/2026
	** 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)