NWS director reports 144-unit cash settlement and 11-share sale

Rhea-AI Filing Summary

Natalie Bancroft, a director of News Corporation (NWS), reported transactions on 10/08/2025. The filing shows that 144 deferred stock units settled for cash value at a per-share equivalent of $27.38, and a separate small sale of 11 Class A shares occurred at $27.38 per share. After these transactions the reporting person is recorded as beneficially owning 41,085 deferred stock units, payable in cash under the issuer’s deferred stock unit terms.

The filing clarifies that each deferred stock unit equals one share and that dividend equivalents on certain units vested and were paid in cash on the dividend payment date 10/08/2025. The deferred units become payable in cash on the earlier of the first trading day of the quarter five years after grant or the director’s end of service.

Positive

• Transparent reporting of director transactions for NWS, including cash settlement details
• Deferred stock units are specified as payable in cash, clarifying future cash obligations and timing
• Aggregate holding of 41,085 deferred stock units is disclosed, providing clear ownership detail

Negative

• Small disposition of 11 Class A shares at $27.38 reduced direct holdings, though immaterial in size

Insights

Corporate Governance Analyst

Routine director equity settlement and a minor open-market sale; no new grants disclosed.

The report shows a cash settlement of $27.38-equivalent deferred stock units and a small disposition of 11 Class A shares at the same price on 10/08/2025. This pattern aligns with standard deferred-compensation payout mechanics rather than new equity grants.

Primary dependencies include the company’s deferred stock unit plan payout schedule and dividend-equivalent vesting rules; the filing notes cash payment timing tied to dividend payment and a five-year deferred payout trigger. Monitor aggregate deferred unit balance of 41,085 units for future cash outflows when they become payable within the stated schedule.

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
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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^*

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)
10/08/2025

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
Class A Common Stock	10/08/2025		M		11	A	(1)	11	D
Class A Common Stock	10/08/2025		D		11	D	$27.38	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)	10/08/2025		A		144		(3)	(3)	Class A Common Stock	144	$27.38	41,085(4)	D
Deferred Stock Units	(2)	10/08/2025		M			11	(5)	(5)	Class A Common Stock	11	(1)	41,074(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. Represents dividend equivalents accrued with respect to deferred stock units previously granted, which become payable in cash upon vesting of the underlying deferred stock units.

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, which represent dividend equivalents accrued on deferred stock units held as of the dividend record date that vested on October 1, 2025, became payable in cash on the dividend payment date of October 8, 2025.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft	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.

FAQ

What transactions did Natalie Bancroft report on Form 4 for NWS?

The Form 4 reports a cash settlement of 144 deferred stock units and a sale of 11 Class A shares, both dated 10/08/2025.

How many deferred stock units does the reporting person own after the transactions?

The filing shows an aggregate of 41,085 deferred stock units beneficially owned following the reported transactions.

At what price were the transactions reported?

The cash-equivalent price reported for the settled units and the share sale was $27.38 per share.

When do the deferred stock units become payable?

Deferred units become 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.

Were dividend equivalents involved in these transactions?

Yes. Dividend equivalents accrued on certain deferred stock units vested on 10/01/2025 and became payable in cash on the dividend payment date 10/08/2025.