News Corp SEC Filings

News Corporation reported that under its existing stock repurchase programs it is authorized to buy back up to $1 billion in total of its Class A and Class B common shares. The company explains that, under Australian Securities Exchange rules, it must provide the ASX with daily disclosure of any repurchase transactions and also includes repurchase information in its quarterly and annual reports.

The filing attaches as exhibits the information supplied to the ASX and notes that these materials contain forward-looking statements about potential future share repurchases. News Corporation emphasizes that actual repurchase activity may differ due to factors such as changes in its share price, overall market conditions, securities laws and alternative investment opportunities, and states it does not undertake to update these forward-looking statements except as required by law.

Three family trusts tied to the Murdoch family reported disposition of all their remaining News Corp shares. On 09/10/2025 the reporting trusts sold a total of 14,071,293 Class B shares in an underwritten offering and sold an additional 24,256,641 Class B shares and 7,125 Class A shares in transactions that transferred those shares to LGC Holdco, LLC. The trusts received proceeds at prices disclosed in the filing ($31.98 and $33.99 per share) and, following the offering and purchase, the filing states that none of the reporting trusts retain any direct or indirect interest in the issuer. The Form 4 is filed jointly by the three trusts and signed by their trustees.

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.

News Corporation entered a new stockholders agreement with LGC Holdco and family trusts for Lachlan, Grace and Chloe Murdoch and terminated a prior agreement with the Murdoch Family Trust. The new agreement largely matches the old one, including a cap that the Murdoch individuals, LGC Family Trusts and LGC Holdco together cannot control more than 44% of the voting power of Class B common stock, with votes forfeited if needed to stay under that level. It also gives the Company a right of first refusal on underwritten public offerings of Class B shares held by LGC Holdco or the LGC Family Trusts and provides those holders with registration rights.

Separately, trusts for Prudence MacLeod, Elisabeth Murdoch and James Murdoch sold 14,071,293 Class B shares to Morgan Stanley & Co. LLC at $31.98 per share in a fully secondary offering under an existing shelf registration. The Company did not sell any shares and received no proceeds from this transaction.

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 reported that the trustee and beneficiaries of the Murdoch Family Trust reached a mutual resolution of legal proceedings in Nevada concerning the trust. As part of the outcome, new trusts will be created for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch, and Prudence MacLeod, Elisabeth Murdoch and James Murdoch will no longer be beneficiaries of any trust holding News Corporation shares. The company also announced that trusts for these departing beneficiaries, their descendants and related charitable organizations intend to offer approximately 14.2 million shares of Class B common stock in an underwritten public offering. All proceeds from this secondary offering will go to the selling stockholders, while News Corporation will not sell any shares or receive any proceeds, and completion of the offering remains subject to market and other conditions.

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.