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NEWS CORP (NWS) director logs cash-settled deferred stock unit moves

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

Rhea-AI Filing Summary

NEWS CORP director Ana Paula Pessoa reported routine equity compensation activity involving deferred stock units tied to Class A Common Stock. She exercised 1,644 deferred stock units, which were deemed settled for the cash value of an equivalent number of Class A shares and then disposed of 1,644 Class A shares back to the issuer at $24.71 per share. She also received a new grant of 1,972 deferred stock units valued at $24.71 per unit, each representing the equivalent of one Class A share. Following these transactions, she held an aggregate 40,892 deferred stock units, which are payable in cash on specified future dates or upon the end of her service as a director, and held no Class A Common Stock directly.

Positive

  • None.

Negative

  • None.
Insider Pessoa Ana Paula
Role Director
Type Security Shares Price Value
Exercise Deferred Stock Units 1,644 $0.00 --
Grant/Award Deferred Stock Units 1,972 $24.71 $49K
Exercise Class A Common Stock 1,644 $0.00 --
Disposition Class A Common Stock 1,644 $24.71 $41K
Holdings After Transaction: Deferred Stock Units — 38,920 shares (Direct); Class A Common Stock — 1,644 shares (Direct)
Footnotes (1)
  1. The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock. The deferred stock units became payable in cash on April 1, 2026, the first trading day of the quarter five years following the grant. Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director. The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
Deferred stock units exercised 1,644 units Exercise of deferred stock units on April 1, 2026
New deferred stock units granted 1,972 units Grant of deferred stock units at $24.71 per unit
Class A shares disposed to issuer 1,644 shares Disposition to issuer at $24.71 per share
Price per share/unit $24.71 Applied to Class A Common Stock and deferred stock unit grant
Deferred stock units held after transactions 40,892 units Aggregate deferred stock units payable in cash in future
Class A shares held after transactions 0 shares Direct Class A Common Stock position following disposition
Deferred Stock Units financial
"The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
disposition to issuer financial
"transaction_code_description: Disposition to issuer"
dividend equivalents financial
"including deferred stock units accrued as a result of dividend equivalents that vest on the same terms"
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.
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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*
Pessoa Ana Paula
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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
Class A Common Stock04/01/2026M1,644A(1)1,644D
Class A Common Stock04/01/2026D1,644D$24.710D
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
Deferred Stock Units(2)04/01/2026M1,644 (3) (3)Class A Common Stock1,644(1)38,920(4)D
Deferred Stock Units(2)04/01/2026A1,972 (5) (5)Class A Common Stock1,972$24.7140,892(4)D
Explanation of Responses:
1. The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.
2. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
3. The deferred stock units became payable in cash on April 1, 2026, the first trading day of the quarter five years following the grant.
4. Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director.
5. The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.
Remarks:
/s/ Kenneth C. Mertz as Attorney-in-Fact for Ana Paula Pessoa04/02/2026
** 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 transactions did Ana Paula Pessoa report at NEWS CORP (NWS)?

Ana Paula Pessoa reported exercising 1,644 deferred stock units, disposing of 1,644 Class A Common Stock shares to the issuer at $24.71 per share, and receiving a new grant of 1,972 deferred stock units valued at $24.71 each as director compensation.

How many deferred stock units does Ana Paula Pessoa hold in NEWS CORP (NWS) after these transactions?

After the reported transactions, Ana Paula Pessoa held a total of 40,892 deferred stock units. Each deferred stock unit represents the equivalent of one share of News Corporation’s Class A Common Stock but is settled in cash on specified future dates or upon her end of service.

What are deferred stock units in the context of NEWS CORP (NWS)?

Deferred stock units are cash-settled instruments where each unit represents the equivalent of one share of Class A Common Stock. At NEWS CORP, these units are payable in cash on the first trading day of the quarter five years after grant or upon a director’s end of service.

Were the NEWS CORP (NWS) deferred stock units granted to Ana Paula Pessoa settled in cash or stock?

The deferred stock units were deemed to settle in cash, based on the value of an equivalent number of Class A Common Stock shares. The filing specifies that these deferred stock units become payable in cash rather than delivering actual shares to the reporting person.

What does 'disposition to issuer' mean in Ana Paula Pessoa’s NEWS CORP (NWS) Form 4?

In this Form 4, 'disposition to issuer' refers to 1,644 shares of Class A Common Stock being transferred back to NEWS CORP at $24.71 per share. This typically reflects a transaction with the company itself, rather than an open-market sale to other investors.

When will Ana Paula Pessoa’s NEWS CORP (NWS) deferred stock units be paid out?

The deferred stock units become payable in cash on the earlier of two events: the first trading day of the quarter five years following the respective grant, or the end of Ana Paula Pessoa’s service as a NEWS CORP director, according to the filing’s footnotes.