News Corporation (NASDAQ: NWS) updates US$1 billion stock repurchase

Q: How many News Corporation shares have been repurchased so far under the program?

For one class, 9,969,866 shares had been bought back before July 28, 2026, plus 62,323 on July 28. For a second class, 4,708,327 shares were bought back before July 28, plus 27,128 repurchased that day.

Q: How many News Corporation shares are outstanding in each class targeted by the buy-back?

One targeted class of News Corporation securities has 360,154,249 shares on issue, while another has 142,563,006 on issue. These figures provide context for the scale of repurchases under the 2025 Repurchase Program.

Q: Are ASX-listed CDIs included in News Corporation's buy-back (NWS)?

No. The company states that no ASX-listed CDIs will be repurchased under the 2025 Repurchase Program. The buy-back focuses on Nasdaq-listed Class A and Class B common stock instead, even though News Corporation is also quoted on the ASX.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

News Corporation describes ongoing share repurchases under its 2025 Repurchase Program, which authorizes buy-backs of up to US$1 billion of Nasdaq-listed Class A and Class B common stock. For Australian Securities Exchange purposes the activity is classified as an “other buy-back” and excludes ASX-listed CDIs, with Goldman Sachs & Co. LLC engaged as broker.

For one share class, there were 360,154,249 securities on issue, with 9,969,866 bought back before July 28, 2026 and a further 62,323 repurchased on July 28 for consideration of US$1,753,077.43, alongside earlier purchases totaling US$253,001,889.32. A second class had 142,563,006 securities on issue, with 4,708,327 bought back before July 28 and 27,128 repurchased that day for US$863,853.18, in addition to earlier consideration of US$135,723,148.24. The company notes that future repurchases are forward-looking and depend on stock price, market conditions, legal requirements and other factors.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Repurchase authorization: US$1 billion Shares on issue, first class: 360,154,249 shares Shares on issue, second class: 142,563,006 shares +5 more

8 metrics

Repurchase authorization US$1 billion Maximum aggregate amount under the 2025 Repurchase Program

Shares on issue, first class 360,154,249 shares Total securities on issue in one class subject to buy-back

Shares on issue, second class 142,563,006 shares Total securities on issue in another class subject to buy-back

Shares bought back, first class (pre-July 28) 9,969,866 shares Total repurchased before the previous day for one class

Consideration, first class (pre-July 28) US$253,001,889.32 Total consideration for earlier repurchases in one class

Shares bought back, second class (pre-July 28) 4,708,327 shares Total repurchased before the previous day for another class

Consideration, second class (pre-July 28) US$135,723,148.24 Total consideration for earlier repurchases in second class

Highest price paid, second class US$32.89 Highest on-market buy-back price for second class, on 17/07/2026

Key Terms

Repurchase Program, other buy-back, CDIs, forward-looking statements, +1 more

5 terms

Repurchase Program financial

"the 2025 Repurchase Program"

A repurchase program is when a company buys back its own shares from the open market. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's future. For investors, it often suggests that the company believes its stock is undervalued and can be a sign of financial strength.

other buy-back financial

"The type of buy-back is ... Other buy-back"

CDIs financial

"No ASX-listed CDIs will be repurchased in these programs"

CDIs (CHESS Depositary Interests) are local certificates that represent ownership of foreign shares so investors can buy, sell and hold those stocks on a domestic exchange without moving the underlying shares across borders. Think of a CDI as a local receipt for a foreign share: it gives most economic rights and easier trading in local currency and settlement systems, which matters to investors for access, liquidity, and the practical handling of dividends and corporate actions.

forward-looking statements regulatory

"Such information contains "forward-looking statements""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

on-market buy-back financial

"Answer these questions if your response to Q 2.1 is “On-market buy-back”"

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

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Available on EDGAR 07/29/2026 - 06:05 AM Accepted by SEC EDGAR 07/28/2026 - 09:04 PM

FAQ

What is News Corporation's 2025 Repurchase Program (NWS)?

News Corporation’s 2025 Repurchase Program authorizes buy-backs of up to US$1 billion of its Nasdaq-listed Class A and Class B common stock. Repurchases may occur from time to time in the open market or otherwise, depending on market conditions and other factors.

How many News Corporation shares have been repurchased so far under the program?

For one class, 9,969,866 shares had been bought back before July 28, 2026, plus 62,323 on July 28. For a second class, 4,708,327 shares were bought back before July 28, plus 27,128 repurchased that day.

What total consideration has News Corporation (NWS) paid for recent buy-backs?

For one share class, earlier buy-backs involved consideration of US$253,001,889.32 and July 28 purchases of US$1,753,077.43. For a second class, earlier purchases totaled US$135,723,148.24, with US$863,853.18 paid for shares repurchased on July 28, 2026.

How many News Corporation shares are outstanding in each class targeted by the buy-back?

One targeted class of News Corporation securities has 360,154,249 shares on issue, while another has 142,563,006 on issue. These figures provide context for the scale of repurchases under the 2025 Repurchase Program.

Are ASX-listed CDIs included in News Corporation's buy-back (NWS)?

No. The company states that no ASX-listed CDIs will be repurchased under the 2025 Repurchase Program. The buy-back focuses on Nasdaq-listed Class A and Class B common stock instead, even though News Corporation is also quoted on the ASX.

Who is executing News Corporation’s buy-back and are approvals required?

Goldman Sachs & Co. LLC acts as broker for the buy-back. News Corporation discloses that security holder approval is not required for this program and that there are no restrictions on foreign participation or other unsatisfied conditions.

How does News Corporation describe forward-looking statements about repurchases?

Statements about the intent to repurchase Class A and B stock are labeled “forward-looking statements”. The company notes results may differ due to stock price, market conditions, securities laws, alternative investments and other risks described in its regulatory filings.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

NEWS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35769

46-2950970

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously reported, under News Corporation's (the "Company's") stock repurchase program (the "Repurchase Program"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Program, if any. The Company also discloses information concerning the Repurchase Program in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			NEWS CORPORATION (REGISTRANT)


			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: July 29, 2026


+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details


Question no	Question	Answer
1.1	*Name of entity We (the entity named above) provide the following information about our buy-back	NEWS CORPORATION
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ARBN 163882933
1.3	*ASX issuer code	NWS
1.4	*The announcement is Select whichever is applicable.	☐ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement ☒ Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐ Final buy-back notification (complete Part 5)
1.4b	*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c	*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d	*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.5	*Date of this announcement	29/07/2026
1.6	*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.	ASX Security Code: NWSAA Security Description: COMMON STOCK CLASS A


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Appendix 3C Notification of buy-back

Part 2 –Type of buy-back


Question No.	Question	Answer
2.1	*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.	☐ Employee share scheme buy-back ☐ On-market buy-back ☐ Equal access scheme buy-back ☐ Selective buy-back ☒ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2	Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.	Repurchase program for up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock authorized as of July 15, 2025 (the “2025 Repurchase Program”). Subject to market conditions and the market price of the Company’s stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company’s Class A common stock and Class B common stock. No ASX-listed CDIs will be repurchased in these programs.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason


3A.1	*Total number of +securities on issue in the class of +securities to be bought back	360,154,249
3A.2	*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.	The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.4	*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy-back”.	No
3A.5	*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy-back”	Yes


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Appendix 3C Notification of buy-back


3A.5a	*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy-back” and your response to Q 3A.5 is “Yes”.	The Company may purchase up to an aggregate of US$1 billion of Class A common stock and Class B common stock under the 2025 Repurchase Program.
3A.6	*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy-back”.	Goldman Sachs & Co. LLC
3A.9	*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.	Yes
3A.9a	*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.	No
3A.9a(i)	*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.	USD – US Dollar
3A.12	*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.	To enhance shareholder value

Part 3B – Buy-back restrictions and conditions


3B.1	*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.	No
3B.2	*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.	No
3B.3	*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”	No

Part 3C - Key dates


Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1	*Anticipated date buy-back will occur	22/9/2021

Part 3D – Other information


3D.1			Any other information the entity wishes to notify to ASX about the buy-back


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Appendix 3C Notification of buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.

A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).


4.1	*Date of this notification		29/07/2026
4.2	*Previous day on which +securities were bought back		28/07/2026
		Before previous day	On previous day
4.3	*Total number of +securities bought back, or in relation to which acceptances have been received	9,969,866	62,323
4.4	*Total consideration paid or payable for the +securities	US$253,001,889.32	US$1,753,077.43
4.5	*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	US$28.975 *Date highest price was paid: 17/07/2026	US$28.27
4.6	*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	US$22.20 *Date lowest price was paid: 09/02/2026	US$27.67
4.8	*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.		The company is authorized to acquire up to an aggregate of US$1 billion of the Company’s Nasdaq-listed Class A common stock and Class B common stock under the 2025 Repurchase Program. To date, the company has purchased approximately US$391,341,968 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21


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+Rule 3.8A