News Corp SEC Filings

Three family trusts jointly filed an initial Form 3 reporting beneficial ownership in News Corporation (NWS/NWSA). The filing shows a total of 38,327,934 shares of Class B common stock and 7,125 shares of Class A common stock held of record by the reporting persons. The filing states these Shares were transferred for no consideration by the Murdoch Family Trust on September 6, 2025. The Form 3 was signed by each trust's trustee and filed jointly.

Murdoch Family Trust and Cruden Financial Services LLC reported internal transfers of News Corp shares on 09/06/2025. The filing discloses that the Murdoch Family Trust transferred approximately 50% of its Class A and Class B common stock to three trusts for Prudence MacLeod, Elisabeth Murdoch and James Murdoch ("Departing Member Trusts") and transferred the remaining Class A and Class B shares to three trusts for Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch ("LGC Family Trusts"). The LGC Family Trusts contributed their shares to LGC Holdco, LLC, which is owned by those trusts and initially managed by Cruden. Table I shows dispositions coded J(1)(2): 14,250 Class A shares and 76,655,870 Class B shares were disposed with a reported price of $0, resulting in 0 shares beneficially owned by the reporting entities after the transactions. Cruden is the initial sole trustee/manager and may be deemed to beneficially own the transferred shares but disclaims any pecuniary interest.

News Corporation is registering a secondary offering of 14,071,293 Class B shares being sold by selling stockholders; the Company will not receive proceeds. The prospectus states the underwriter is Morgan Stanley and that the underwriter agreed to purchase the shares from the selling stockholders at $31.98 per share, representing gross proceeds to the selling stockholders of approximately $450 million. The filing discloses a family ownership restructuring: transfers from the Murdoch Family Trust to Departing Member Trusts and to newly formed LGC Holdco, which, after the transactions, will beneficially own approximately 62,584,577 Class B shares (about 33.2% of Class B outstanding). LGC Holdco borrowed $1,000 million under a collateralized loan secured by pledged Class B shares; the lender may foreclose on pledged shares upon customary events. The prospectus highlights lock-up periods, a New Stockholders Agreement limiting combined voting power to 44%, and standard risk-factor disclosures about market volatility and concentration of ownership.

News Corporation filed a prospectus supplement for a secondary offering in which selling stockholders will offer 14,182,161 shares of Class B common stock; the company itself is not selling any shares and will receive no proceeds. The filing states the last Nasdaq sale price for Class B on September 5, 2025 was $33.40 per share. Recent related transactions include a mutual resolution terminating Nevada litigation involving the Murdoch Family Trust and a reorganization of trust ownership: 50% of MFT shares were transferred to Departing Member Trusts and 50% to newly formed LGC Family Trusts, which contributed shares to LGC Holdco. LGC Holdco borrowed $1,000 million under a collateralized loan secured by 30,404,378 Class B shares (and certain FOX shares) and, after the transactions, LGC Holdco will beneficially own 62,473,709 Class B shares (approximately 33.1% of outstanding Class B). A New Stockholders Agreement preserves an Ownership Threshold limiting collective voting power to 44% and includes customary registration rights and a right of first refusal. Lock-up arrangements, standstill covenants for Departing Members, and potential lender foreclosure rights on pledged shares are disclosed.

News Corporation filed a current report attaching two exhibits provided to the ASX that include the company's forward-looking statements about its intent to repurchase both Class A and Class B common stock from time to time. The filing emphasizes that these repurchase intentions reflect management's current expectations and are subject to uncertainty, including market conditions, applicable securities laws and other factors disclosed in the company's SEC filings. The company states it has no obligation to update those forward-looking statements publicly except as required by law.

Insider stock activity for News Corporation (NWS)

Julian Delany, Chief Technology Officer, reported settlement of multiple time‑based cash‑settled restricted stock units (RSUs). The RSUs vested on August 15, 2025 and were settled on August 29, 2025 for share equivalents of Class A Common Stock. Dividend equivalents accrued during vesting were included. A portion of shares was withheld to satisfy tax obligations at the stated per‑share price of $29.80 for the withheld amounts. Reported post‑transaction beneficial ownership counts are shown per line in the filing.

News Corporation filed an 8-K reporting that it provided information to the ASX as exhibits to the filing. The disclosed exhibits include statements that contain forward-looking statements about the company's intent to repurchase both Class A and Class B common stock from time to time.

The company emphasizes that these repurchase statements reflect management's current expectations, are subject to uncertainty and market conditions, and may change. It also states it has no obligation to update those forward-looking statements except as required by law.