NWSA Files 8-K: Company Notes Conditional Share Repurchase Intent

Rhea-AI Filing Summary

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.

Positive

• Company disclosed intent to repurchase both Class A and Class B common stock, signaling potential share-buyback activity
• Exhibits were provided to the ASX, showing cross-market disclosure and transparency

Negative

• No material details provided on repurchase size, timing, authorization or funding, limiting investor assessment
• Repurchase statements are explicitly forward-looking and non-binding, subject to market, legal and other uncertainties

Insights

Financial Analyst

TL;DR: Routine disclosure of share repurchase intent; potentially positive but non-binding and contingent on market and legal conditions.

The filing reiterates a non-binding, conditional plan to repurchase Class A and Class B shares, communicated via exhibits to the ASX. From a capital-allocation perspective, repurchase programs can support shareholder value if executed and funded prudently. However, the filing contains no authorization detail such as size, timing, or funding source, so the statement should be treated as directional rather than actionable. The disclosure appropriately highlights customary risks and the company's lack of obligation to update forward-looking statements.

Corporate Governance Expert

TL;DR: Governance disclosure is standard; transparency on forward-looking nature is appropriate but lacks operational specifics.

The company provided exhibits to an external exchange and framed its repurchase language as forward-looking and contingent, which aligns with best-practice risk disclosures. The filing does not specify board approval, repurchase limits, or insider plans, so stakeholders cannot assess corporate governance implications or potential impact on ownership structure. The clear disclaimer of update obligations is typical and reduces legal exposure but limits investor clarity.

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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 5, 2025

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 each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), 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 Programs, if any. The Company also discloses information concerning the Repurchase Programs 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: September 8, 2025

FAQ

What did News Corporation (NWSA) disclose in this 8-K?

The company attached two exhibits to the ASX that state its intent to repurchase Class A and Class B common stock and include forward-looking disclaimers.

Does the filing commit News Corporation (NWSA) to buy back shares?

No. The filing describes a non-binding, forward-looking intent to repurchase shares and explicitly states management has no obligation to update those statements.

Are specifics provided on the size or timing of the repurchase program?

No. The filing does not disclose repurchase amounts, timelines, authorization by the board, or funding sources.

What risks did News Corporation (NWSA) cite that could affect repurchases?

The company cited market price changes, general market conditions, applicable securities laws and other factors referenced in its SEC filings.

Were any financial statements or earnings data included in this filing?

No. The filing includes exhibits with forward-looking statements but does not contain financial statements or earnings data.