[8-K] News Corporation Reports Material Event

Rhea-AI Filing Summary

News Corporation (Nasdaq: NWSA, NWS) has filed a Form 8-K (Item 8.01 – Other Events) to update investors on its previously announced share repurchase program.

• The Board has authorized the purchase of up to US$1 billion of the Company’s Class A and Class B common stock. This authorization was announced earlier and remains in effect.
• Because News Corp is also listed on the Australian Securities Exchange (ASX), it must provide daily ASX disclosures whenever repurchases occur. Copies of the latest ASX submissions are furnished as Exhibits 99.1 and 99.2.
• The filing reiterates that any repurchases are subject to market price, general market conditions, applicable securities laws and alternative capital allocation opportunities.
• All statements regarding future buybacks are labelled as “forward-looking statements”; management disclaims any duty to update them.
• No new financial results or changes to the repurchase authorization were disclosed; the 8-K is primarily a procedural furnishing of the ASX reports.

Investors should consult the attached exhibits for the precise daily share count and dollar amounts repurchased, if any, and monitor future quarterly reports for cumulative buyback totals.

Insights

Equity Research Analyst

TL;DR – Routine filing confirms US$1 bn buyback capacity; no change in strategy or financial outlook.

The 8-K simply furnishes ASX-mandated daily buyback disclosures and reaffirms the existing US$1 billion authorization. While ongoing repurchases can be modestly accretive, the document adds no incremental information on timing, pace or remaining authorization. Therefore, fundamental valuation assumptions for News Corp remain unchanged. The filing is largely administrative and should have limited immediate market impact.

Corporate Governance Specialist

TL;DR – Filing underscores cross-listing compliance and continued capital-return flexibility.

News Corp’s dual listing on Nasdaq and ASX obliges it to provide synchronized disclosure. By attaching ASX buyback reports, the Company demonstrates transparency and adherence to multi-jurisdictional rules. Governance-wise, retaining a sizeable repurchase authorization signals board confidence in intrinsic value and provides a mechanism to offset dilution. However, absent new authorization levels or repurchase metrics, the governance significance is minor.

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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): July 11, 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 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.
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: July 14, 2025

FAQ

How much stock can News Corporation (NWSA) repurchase under the current program?

The Board has authorized up to US$1 billion of Class A and Class B common stock.

What exhibits were included with News Corp’s 8-K filing?

Exhibit 99.1 and Exhibit 99.2 contain the daily ASX repurchase disclosures; Exhibit 104 is the cover-page Inline XBRL file.

Does the 8-K announce a new buyback authorization?

No. It reaffirms the existing authorization; there is no increase or extension disclosed.

Why does News Corp submit buyback information to the ASX?

Because the Company is also listed on the Australian Securities Exchange, ASX rules require daily disclosure of any share repurchases.

Are the forward-looking statements in the filing binding?

No. Management expressly disclaims any obligation to update forward-looking statements except as required by law.