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NWS Form 4: Director Disposes 3,028 Shares; Holds 40,941 Deferred Units

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

Rhea-AI Filing Summary

Natalie Bancroft, a Director of News Corporation (NWS), reported transactions dated 10/01/2025. The Form 4 shows a deemed settlement and disposition sequence: 3,028 shares of Class A common stock were deemed settled and then sold at $28.95, leaving 0 direct Class A shares following the sale. The filing also reports holdings of deferred stock units: 39,258 units after a deemed settlement and an additional 1,683 units granted, for a total of 40,941 deferred stock units. Each deferred stock unit equals one share and becomes payable in cash on the earlier of the first trading day of the quarter five years after the grant or the Reporting Person’s end of service as a Director.

Positive

  • 40,941 deferred stock units retained, preserving economic alignment with shareholders via cash-settled units

Negative

  • Sale of 3,028 Class A shares at $28.95, reducing direct Class A ownership to 0

Insights

Director sold 3,028 shares and holds 40,941 deferred stock units payable in cash.

The Form 4 discloses a sale of 3,028 Class A shares at $28.95, resulting in 0 direct Class A shares remaining. This is a concrete change to the director’s direct equity position.

The filing also shows accumulated deferred stock units totaling 40,941, each convertible to cash on specific timing rules (first trading day of the quarter five years after grant or end of service). That preserves economic exposure without current share ownership.

Insider BANCROFT NATALIE
Role Director
Type Security Shares Price Value
Exercise Deferred Stock Units 3,028 $0.00 --
Grant/Award Deferred Stock Units 1,683 $28.95 $49K
Exercise Class A Common Stock 3,028 $0.00 --
Disposition Class A Common Stock 3,028 $28.95 $88K
Holdings After Transaction: Deferred Stock Units — 39,258 shares (Direct); Class A Common Stock — 3,028 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 October 1, 2025, 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.
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).
1. Name and Address of Reporting Person*
BANCROFT NATALIE
(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) 3,028 D
Class A Common Stock 10/01/2025 D 3,028 D $28.95 0 D
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 (2) 10/01/2025 M 3,028 (3) (3) Class A Common Stock 3,028 (1) 39,258(4) D
Deferred Stock Units (2) 10/01/2025 A 1,683 (5) (5) Class A Common Stock 1,683 $28.95 40,941(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 October 1, 2025, 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 Natalie Bancroft 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Natalie Bancroft report on Form 4 for NWS?

The Form 4 reports a deemed settlement and sale on 10/01/2025: 3,028 Class A shares were sold at $28.95, and the Reporting Person holds 40,941 deferred stock units.

How many Class A shares does the director own directly after the transactions?

Following the reported transactions the director holds 0 direct Class A shares.

What are the deferred stock units and when are they payable?

Each deferred stock unit represents one share and becomes payable in cash on the earlier of the first trading day of the quarter five years after the grant or the Reporting Person’s end of service as a Director.

What price were the sold shares transacted at?

The reported disposition price was $28.95 per share for the 3,028 shares sold.

Who signed the Form 4 filing for Natalie Bancroft?

The Form 4 was signed by Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft on 10/03/2025.