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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):
September 8, 2025

NEWS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation) |
001-35769
(Commission File Number) |
46-2950970
(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 (see General Instruction A.2.
below):
¨ | 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.
On September 8, 2025, News Corporation (the
“Company”) announced that the trustee and beneficiaries of the Murdoch Family Trust (the “MFT”) informed the
Company that they have reached a mutual resolution of the legal proceedings in Nevada related to the MFT. New trusts will be
established for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch, and Prudence MacLeod, Elisabeth Murdoch and James
Murdoch (the “Departing Beneficiaries”) will cease to be beneficiaries in any trust holding shares in the Company.
On September 8, 2025, the Company also announced that trusts
for the Departing Beneficiaries and his or her respective descendants and charitable organizations (the “Selling
Stockholders”) intend to offer approximately 14.2 million shares of the Company’s Class B common stock, par value
$0.01 per share (the “Class B common stock”), previously held by the MFT in an underwritten public offering (the
“Offering”).
The Selling Stockholders will receive all of the proceeds from the
Offering. The Company is not selling any shares of Class B common stock in the Offering and will not receive any proceeds from the
Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may
be completed.
Copies of the Company’s press releases are attached as Exhibits
99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description of Exhibit |
99.1 |
|
Press release issued by News Corporation, dated September 8, 2025. |
99.2 |
|
Press release issued by News Corporation, dated September 8, 2025. |
104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are 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 |
|
|
|
|
By: |
/s/ Michael L. Bunder |
|
|
Michael
L. Bunder |
|
|
Senior
Vice President, Deputy General Counsel and Corporate Secretary |
Dated: September 8, 2025