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NWS insider converts 174 RSUs into Class A shares at $27.38

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

Rhea-AI Filing Summary

News Corporation (NWS) reporting shows an officer received stock-settled restricted stock units that became payable in Class A common shares upon vesting. A total of 174 RSUs were settled in three grants (30, 56, 88), with a reported per-share value of $27.38. The filing lists the post-transaction beneficially owned share counts linked to each settled tranche: 8,348, 15,553, and 24,248, all held directly. The RSUs include dividend equivalents that are payable in shares when the underlying units vest. The form was submitted under Section 16 reporting requirements and was signed by an attorney-in-fact on behalf of the reporting person.

Positive

  • 174 RSUs vested, converting to Class A common shares and increasing direct insider ownership
  • Dividend equivalents were accrued and paid in shares, preserving equity alignment without cash outlay

Negative

  • None.

Insights

Insider vesting of RSUs increases direct share holdings modestly.

The officer reported receipt of 174 stock-settled restricted stock units, settled across three grants and recorded at $27.38 per share. The filing also discloses the post-transaction direct beneficial ownership figures of 8,348, 15,553, and 24,248 for the related tranches.

This transaction is a routine equity compensation settlement rather than an open-market purchase or sale, so voting and economic exposure increased by the settled shares. Monitor future Section 16 filings for any sales or additional grants to track changes in insider alignment over the next 12 months.

Insider Pitofsky David B
Role General Counsel
Type Security Shares Price Value
Grant/Award Stock-Settled Restricted Stock Units 30 $27.38 $821.40
Grant/Award Stock-Settled Restricted Stock Units 56 $27.38 $2K
Grant/Award Stock-Settled Restricted Stock Units 88 $27.38 $2K
Holdings After Transaction: Stock-Settled Restricted Stock Units — 8,348 shares (Direct)
Footnotes (1)
  1. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation Class A Common Stock. Represents dividend equivalents accrued with respect to stock-settled restricted stock units previously granted, which become payable in shares upon vesting of the underlying stock-settled restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
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*
Pitofsky David B
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
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
Stock-Settled Restricted Stock Units (1) 10/08/2025 A 30 (2) (2) Class A Common Stock 30 $27.38 8,348 D
Stock-Settled Restricted Stock Units (1) 10/08/2025 A 56 (2) (2) Class A Common Stock 56 $27.38 15,553 D
Stock-Settled Restricted Stock Units (1) 10/08/2025 A 88 (2) (2) Class A Common Stock 88 $27.38 24,248 D
Explanation of Responses:
1. Each stock-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 stock-settled restricted stock units previously granted, which become payable in shares upon vesting of the underlying stock-settled restricted stock units.
Remarks:
/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the News Corp (NWS) Form 4 report?

The filing reports an officer received 174 stock-settled restricted stock units settled into Class A common stock, recorded at $27.38 per share.

How many RSUs vested and were settled in this transaction for NWS?

A total of 174 RSUs vested and were settled across three grants of 30, 56, and 88 units.

Did the Form 4 show how many shares the reporting person owns after the transaction?

Yes. The filing lists post-transaction direct beneficial ownership figures of 8,348, 15,553, and 24,248 tied to the respective tranches.

Were dividend equivalents paid on the RSUs?

Yes. The filing explains that dividend equivalents accrued with respect to the RSUs are payable in shares upon vesting.

Does this Form 4 indicate a purchase or sale in the open market?

No. The Form 4 reports the settlement of stock-settled restricted stock units (equity compensation), not an open-market purchase or sale.