[8-K] News Corporation Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on Form 8-K disclosing that it furnished information to the ASX via Exhibits 99.1 and 99.2. The filing states the materials contain forward-looking statements specifically mentioning the Company’s intent to repurchase Class A and Class B common stock from time to time. Those statements are based on management expectations and are subject to market, legal and other risks; the Company disclaims any obligation to update the forward-looking statements except as required by law.

Positive

• Company disclosed intent to repurchase Class A and Class B common stock, indicating potential share buyback activity
• Exhibits were furnished to the ASX, showing cross-listing disclosure consistency

Negative

• No details provided on repurchase size, authorization, timing, or funding, so the intent is non-actionable for investors
• Forward-looking statements are subject to significant risks and the Company disclaims any obligation to update them, limiting transparency over time

Insights

Financial Analyst

TL;DR: Routine disclosure of repurchase intent; no financial detail provided, so limited immediate market impact.

The Form 8-K primarily furnishes ASX disclosures as Exhibits 99.1 and 99.2 and reiterates standard forward-looking statement language. Management signals an intent to repurchase Class A and Class B common stock "from time to time," but the filing provides no authorization size, timing, funding source, or balance-sheet impact. Without concrete authorization or quantum, this is a non-specific repurchase intent that investors cannot model into valuation today.

Corporate Governance Expert

TL;DR: Governance disclosure is compliant but non-actionable; forward-looking caution and no update obligation are emphasized.

The company supplied material to a foreign exchange and included boilerplate forward-looking disclaimers, including an explicit statement that it does not undertake any obligation to update those statements. From a governance perspective, the filing meets disclosure norms but lacks board actions, approvals, or specifics on a repurchase program, limiting its materiality for shareholders evaluating corporate capital allocation policy.

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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): August 20, 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: August 21, 2025

FAQ

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

News Corporation furnished Exhibits 99.1 and 99.2 to the ASX and disclosed forward-looking statements including an intent to repurchase Class A and Class B common stock.

Does the 8-K specify the size or timing of the share repurchases?

No. The filing states an intent to repurchase shares "from time to time" but provides no authorization amount, timing, or funding source.

Are the forward-looking statements binding or guaranteed to be updated?

No. The Company states these forward-looking statements are based on current expectations and does not undertake an obligation to update them except as required by law.

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

No. The submission references Exhibits but contains no financial tables, earnings data, or material transactions in the body of the 8-K.

Is this 8-K likely to be material to investors as filed?

Not materially, by itself. The disclosure is routine and lacks specific repurchase program details that would alter valuations.