[8-K] News Corporation Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K reporting that it provided information to the ASX as exhibits to the filing. The disclosed exhibits include statements that contain forward-looking statements about the company's intent to repurchase both Class A and Class B common stock from time to time.

The company emphasizes that these repurchase statements reflect management's current expectations, are subject to uncertainty and market conditions, and may change. It also states it has no obligation to update those forward-looking statements except as required by law.

Positive

• Disclosure of repurchase intent for both Class A and Class B common stock provides transparency about capital allocation considerations
• Exhibits were filed with the ASX, indicating coordination across markets and compliance with disclosure obligations

Negative

• No firm buyback authorization, timeline, or size is disclosed, so the statements are non-binding and provide limited investor clarity
• Forward-looking statements are qualified by standard risk language and an explicit disclaimer of any obligation to update them

Insights

Corporate Governance Expert

TL;DR: Routine disclosure of exhibits and repurchase intent; standard forward-looking disclaimer reduces immediate legal risk.

The filing appears to be a procedural submission attaching ASX disclosures. Management's expression of intent to repurchase shares is typical for companies maintaining buyback flexibility; however, the language is non-binding and accompanied by customary cautionary statements about market and legal risks. From a governance perspective, the disclosure provides transparency about buyback intent but does not establish a firm commitment or timeline.

Securities Analyst

TL;DR: No material operational or financial details disclosed; the repurchase language is informative but not actionable.

The document attaches exhibits and includes forward-looking buyback language. There are no financial metrics, authorization amounts, or execution plans disclosed here, so investors cannot quantify impact. This is a neutral, routine filing that preserves managerial flexibility without altering the capital structure today.

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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 29, 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 2, 2025

FAQ

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

The company attached exhibits provided to the ASX that include forward-looking statements about its intent to repurchase Class A and Class B common stock.

Does the filing commit News Corporation to a share buyback?

No. The filing states an intent to repurchase from time to time, but contains no binding authorization, size, or schedule.

Are the repurchase statements guaranteed to occur?

No. The company says these statements are based on current expectations and are subject to market conditions and other uncertainties.

Will News Corporation update these forward-looking statements?

The filing expressly disclaims any obligation to publicly update forward-looking statements except as required by law.