News Corp (NWSA) outlines Murdoch trust changes and 14.2M Class B share offering
Rhea-AI Filing Summary
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.
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Insights
Trust dispute is resolved and a significant secondary Class B share sale is planned, without new capital for News Corporation.
The resolution of the Murdoch Family Trust proceedings in Nevada clarifies which family members will benefit from trusts that hold News Corporation shares. New trusts will be set up for Lachlan, Grace and Chloe Murdoch, while Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their lines will no longer be beneficiaries of any trust holding company shares. This reshapes the family’s indirect economic interests but does not itself change the total share count.
The trusts for the departing beneficiaries and related parties intend to offer about 14.2 million Class B shares in an underwritten public offering. This is a secondary sale, so the shares are already outstanding and the selling stockholders will receive all proceeds. News Corporation is not selling stock and will not receive cash from this transaction. Market impact, if any, will depend on demand for this block and subsequent disclosures in company communications.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
FAQ
What did News Corporation (NWSA) disclose about the Murdoch Family Trust?
Which Murdoch family members remain beneficiaries of trusts holding News Corporation shares?
How many News Corporation Class B shares are being offered by the selling stockholders?
Will News Corporation receive any proceeds from the 14.2 million share offering?
Is the planned offering of News Corporation Class B stock guaranteed to be completed?
Where can investors find more details about News Corporation’s announcement?
