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News Corp (NASDAQ: NWSA) advances US$1B stock buy-back across classes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

News Corporation describes progress under its stock repurchase program authorizing up to US$1 billion of Class A and Class B common stock. The company is executing the buy-back primarily through on-market purchases using Goldman Sachs & Co. LLC as broker and reports activity to the Australian Securities Exchange.

One ASX notification shows 3,533,872 shares previously bought back plus 86,681 shares on March 23, 2026 for total consideration of US$85,613,838.88 and US$2,115,163.76, with prices between US$22.20 and US$27.21. Another notification shows 1,708,071 shares previously bought back plus 43,319 shares on the same date for US$46,802,527.67 and US$1,193,512.09, at prices between US$25.49 and US$31.40.

Positive

  • None.

Negative

  • None.

Insights

News Corp is actively executing a sizeable US$1 billion share repurchase across both share classes.

News Corporation has an authorized US$1 billion buy-back targeting its Nasdaq-listed Class A and Class B common stock, with no repurchases of ASX-listed CDIs. The program is being implemented via on-market transactions, with Goldman Sachs & Co. LLC acting as broker.

ASX disclosures indicate significant cumulative repurchases across two share classes, with millions of shares bought back for more than US$130 million combined at varied prices. Actual future buy-back volumes depend on market price, general conditions, legal constraints and alternative investment opportunities, as emphasized in the forward-looking statement caveats.

Because the authorization is capped at a stated dollar amount and repurchases are undertaken "from time to time," the overall effect on share count and per-share metrics will evolve gradually. Subsequent quarterly and annual reports are expected to continue providing updates on buy-back progress and its interaction with broader capital allocation priorities.

0001564708false00015647082026-03-232026-03-230001564708us-gaap:CommonClassAMember2026-03-232026-03-230001564708us-gaap:CommonClassBMember2026-03-232026-03-23

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): March 23, 2026
newslogo.jpg
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 classTrading 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 shareNWSThe 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.
104Cover 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: March 24, 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 noQuestionAnswer
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 codeNWS
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 announcement24/03/2026
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
+ See chapter 19 for defined terms
5 June 2021        Page 1

    Appendix 3C
    Notification of buy-back
Part 2 –Type of buy-back
Question No.QuestionAnswer
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 back366,490,917
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
+ See chapter 19 for defined terms
5 June 2021        Page 2

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

+ See chapter 19 for defined terms
5 June 2021        Page 3

    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 notification24/03/2026
4.2*Previous day on which +securities were bought back23/03/2026
Before previous dayOn previous day
4.3*Total number of +securities bought back, or in relation to which acceptances have been received3,533,87286,681
4.4*Total consideration paid or payable for the +securities US$85,613,838.88
US$2,115,163.76

4.5
*Highest price paid
Answer these questions if your response to Q 2.1 is “On-market buy-back”.
US$27.21
*Date highest price was paid: 02/02/2026
US$24.57
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$24.15
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$135,725,042 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21
+ See chapter 19 for defined terms
5 June 2021        Page 4
+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 noQuestionAnswer
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 codeNWS
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 announcement24/03/2026
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: NWSAB
Security Description: COMMON STOCK CLASS B
+ See chapter 19 for defined terms
5 June 2021        Page 1

    Appendix 3C
    Notification of buy-back
Part 2 –Type of buy-back
Question No.QuestionAnswer
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 back141,640,129
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
+ See chapter 19 for defined terms
5 June 2021        Page 2

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

+ See chapter 19 for defined terms
5 June 2021        Page 3

    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 notification24/03/2026
4.2*Previous day on which +securities were bought back23/03/2026
Before previous dayOn previous day
4.3*Total number of +securities bought back, or in relation to which acceptances have been received1,708,07143,319
4.4*Total consideration paid or payable for the +securitiesUS$46,802,527.67 US$1,193,512.09

4.5
*Highest price paid
Answer these questions if your response to Q 2.1 is “On-market buy-back”.
US$31.40
*Date highest price was paid: 02/02/2026
US$28.04
4.6
*Lowest price paid
Answer these questions if your response to Q 2.1 is “On-market buy-back”.
US$25.49
*Date lowest price was paid: 13/02/2026
US$27.42
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$135,725,042 worth of Class A and Class B shares (based on total consideration paid) under the 2025 Repurchase Program.

Introduced 05/06/21
+ See chapter 19 for defined terms
5 June 2021        Page 4

FAQ

What share repurchase program did News Corporation (NWS) confirm in this filing?

News Corporation confirmed a stock repurchase program authorizing up to US$1 billion of its Nasdaq-listed Class A and Class B common stock. The company intends to buy shares from time to time in the open market or otherwise, subject to market conditions and other factors.

How many News Corporation shares were recently bought back under the program?

The ASX notifications show 86,681 shares bought back in one class and 43,319 shares in another on March 23, 2026. Cumulatively, these notices report 3,533,872 and 1,708,071 shares previously repurchased in the respective classes under the same program.

What total cash has News Corporation spent so far in these reported buy-backs?

For one class, cumulative consideration reached US$85,613,838.88 plus US$2,115,163.76 for the latest day. For the other, totals were US$46,802,527.67 plus US$1,193,512.09. These figures reflect cash paid for the repurchased shares disclosed in the Appendix 3C forms.

What price range has News Corporation paid for its share buy-backs?

For one share class, the highest and lowest prices disclosed were US$27.21 and US$22.20. For the other class, the range was US$31.40 to US$25.49. Daily buy-back prices, including US$24.57 and US$28.04, fell within these ranges.

Are ASX-listed CDIs included in News Corporation’s 2025 Repurchase Program?

ASX-listed CHESS Depositary Interests (CDIs) are explicitly excluded from the 2025 Repurchase Program. The disclosure states that no ASX-listed CDIs will be repurchased, focusing the program solely on the company’s Nasdaq-listed Class A and Class B common stock.

Does News Corporation’s buy-back require shareholder approval or have foreign restrictions?

The documentation states that the buy-back does not require security holder approval and that there are no restrictions on foreign participation. The program is structured as an on-market or other buy-back with conditions centered on market factors and applicable securities laws.

Filing Exhibits & Attachments

6 documents
News Corp

NASDAQ:NWSA

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