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[Form 4] NEWS CORP Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Lachlan K. Murdoch, a Director of News Corporation (NWS), filed a Form 4 reporting transactions on 10/01/2025. The filing shows deferred stock units that were deemed settled for cash value on that date and reports activity in both non-derivative Class A common stock and deferred stock units. The reported changes include a reported acquisition entry of 3,028 Class A shares (as deferred stock-unit settlement) and a reported disposition of 3,028 Class A shares at a price of $28.95. After the transactions, the filing reports aggregate deferred stock units held by the reporting person of 40,941 and an earlier reported aggregate of 39,258, with deferred units payable in cash on the earlier of the first trading day of the quarter five years after grant or the reporting person’s end of service as a director.

Positive
  • Deferred stock units were settled for cash on 10/01/2025, indicating liquidity realization for the reporting person
  • Aggregate deferred stock units held by the reporting person are documented at 40,941, providing clear disclosure of deferred-equity exposure
Negative
  • Disposition of 3,028 Class A shares is reported at a $28.95 price, indicating a reduction in direct share holdings
  • Reporting disclaimers note the reporting person disclaims beneficial ownership of shares held by LGC Holdco except to the extent of pecuniary interest, limiting clarity on voting/control

Insights

TL;DR: Director Lachlan Murdoch had deferred stock units settled for cash and reports holdings of 40,941 DSUs.

The Form 4 documents that certain deferred stock units became payable in cash on 10/01/2025, reflecting a settlement mechanism rather than a market sale of newly issued shares. The filing explicitly shows a reported disposition of 3,028 Class A shares at a price of $28.95 and subsequent aggregate deferred stock unit totals of 39,258 and 40,941.

This matters for governance and insider ownership disclosure because it clarifies that the reported changes arise from deferred compensation mechanics and cash settlements, and it quantifies the director’s reported deferred-equity exposure without asserting beneficial ownership beyond stated disclaimers.

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).
1. Name and Address of Reporting Person*
MURDOCH LACHLAN K

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
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
Class A Common Stock 10/01/2025 M 3,028 A (1) 3,142 D
Class A Common Stock 10/01/2025 D 3,028 D $28.95 114 D
Class A Common Stock 14,250 I By LGC Holdco, LLC(2)
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
Deferred Stock Units (3) 10/01/2025 M 3,028 (4) (4) Class A Common Stock 3,028 (1) 39,258(5) D
Deferred Stock Units (3) 10/01/2025 A 1,683 (6) (6) Class A Common Stock 1,683 $28.95 40,941(5) 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. Pursuant to the governance structure of LGC Holdco, LLC ("LGC Holdco"), the decisions with respect to the voting and disposition of the shares of News Corporation's Class A Common Stock held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of LGC Holdco's sole manager, who is appointed, and may be replaced, by Lachlan K. Murdoch. As a result, Mr. Murdoch may be deemed to beneficially own the shares of News Corporation's Class A Common Stock owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
4. The deferred stock units became payable in cash on October 1, 2025, the first trading day of the quarter five years following the grant.
5. 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.
6. 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 Lachlan K. Murdoch 10/03/2025
** 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.
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.

FAQ

What transactions did Lachlan K. Murdoch report on the NWS Form 4?

The Form 4 reports transactions on 10/01/2025, including the deemed settlement of deferred stock units for cash and a reported disposition of 3,028 Class A shares at $28.95.

How many deferred stock units does the filing show for Lachlan K. Murdoch?

The filing reports aggregate deferred stock units of 39,258 and 40,941, with the larger aggregate representing the total after the reported activity.

When do the deferred stock units become payable?

Deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years after the grant or (ii) the reporting person’s end of service as a director.

Does Murdoch claim beneficial ownership of shares held by LGC Holdco?

The filing states Murdoch may be deemed to beneficially own shares held by LGC Holdco due to governance control but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Who signed the Form 4 and when?

The Form 4 was signed by Kenneth C. Mertz as Attorney-in-Fact for Lachlan K. Murdoch on 10/03/2025.
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Entertainment
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United States
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