News Corp grants PSUs to General Counsel

Pitofsky David B reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 08/05/2026 - 04:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Pitofsky David B reported acquisition or exercise transactions in this Form 4 filing.

News Corp reported that General Counsel David B. Pitofsky received a grant of 77,959 stock-settled performance stock units, each economically equivalent to one share of Class A Common Stock. The award was granted after achievement of pre-determined performance measures over a three-year performance period and will vest on August 15, 2026, leaving Pitofsky with 77,959 such units held directly.

Insider Trade Summary

Grant/Award: 77,959 shares

Grant/Award 1 txn

Insider Pitofsky David B

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Stock-Settled Performance Stock Units F1, F2	77,959	--	--

Holdings After Transaction: Stock-Settled Performance Stock Units — 77,959 contracts (Direct)

Holdings Before and After: Stock-Settled Performance Stock Units, 0 to 77,959 contracts (Direct)

Footnotes (2)

1. F1. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
2. F2. The stock-settled performance stock units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2026.

Key Figures

Performance Stock Units Granted: 77,959 units Underlying Class A Common Stock: 77,959 shares Vesting Date: August 15, 2026 +1 more

4 metrics

Performance Stock Units Granted 77,959 units Stock-settled performance stock units granted on 2026-08-04

Underlying Class A Common Stock 77,959 shares Each unit is the economic equivalent of one share of Class A Common Stock

Vesting Date August 15, 2026 Units vest on August 15, 2026 after the performance period

Total PSUs Following Grant 77,959 units Total stock-settled performance stock units held directly after the transaction

Key Terms

Stock-Settled Performance Stock Units, Class A Common Stock, performance period, economic equivalent

4 terms

Stock-Settled Performance Stock Units financial

"The stock-settled performance stock units were granted to the Reporting Person"

Class A Common Stock financial

"economic equivalent of one share of News Corporation's 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.

performance period financial

"after the achievement of pre-determined performance measures over the three-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

economic equivalent financial

"Each stock-settled performance stock unit is the economic equivalent of one share"

FAQ

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

What insider transaction did News Corp (NWS) report for David B. Pitofsky?

News Corp reported that General Counsel David B. Pitofsky received a grant of 77,959 stock-settled performance stock units. These units are equity compensation rather than an open-market stock purchase or sale.

How many performance stock units did News Corp (NWS) grant to its General Counsel?

News Corp granted 77,959 stock-settled performance stock units to its General Counsel, David B. Pitofsky. Following this grant, he holds 77,959 such units directly, all tied to the company’s Class A Common Stock.

What do the granted units represent for News Corp (NWS) General Counsel?

Each granted unit is the economic equivalent of one share of News Corp’s Class A Common Stock. When settled and vested, the units effectively mirror the value of Class A shares on a one-for-one basis.

When do David B. Pitofsky’s News Corp (NWS) performance units vest?

The stock-settled performance stock units shall vest on August 15, 2026. Vesting occurs after the completion of the three-year performance period tied to pre-determined performance measures.

Were News Corp (NWS) performance units granted based on performance conditions?

Yes. The units were granted after achievement of pre-determined performance measures over a three-year performance period. This means the award reflects performance goals met before the grant date.

Is the News Corp (NWS) Form 4 transaction a market buy or sell of shares?

No. The Form 4 reports a grant of stock-settled performance stock units, not a market purchase or sale of Class A Common Stock. It represents equity-based compensation awarded to the executive.

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

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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

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
Stock-Settled Performance Stock Units	(1)	08/04/2026		A		77,959(2)		08/15/2026	08/15/2026	Class A Common Stock	77,959	(1)	77,959	D

Explanation of Responses:

1. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

2. The stock-settled performance stock units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2026.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky	08/05/2026
	** 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)