[8-K] News Corporation Reports Material Event

Rhea-AI Filing Summary

News Corporation (NWSA) has announced a significant leadership development as the Board of Directors has approved an extension of CEO Robert Thomson's employment agreement through June 30, 2030. The decision was made on June 20, 2025, demonstrating the company's commitment to maintaining stable executive leadership.

Key points from the 8-K filing:

• The amendment extends the existing amended and restated employment agreement with CEO Robert Thomson
• A press release regarding the employment agreement was issued on June 22, 2025
• The filing includes two exhibits: the press release and Cover Page Interactive Data File

This leadership continuity decision represents a significant corporate governance development for News Corporation, which operates dual-class share structure with Class A (NWSA) and Class B (NWS) shares listed on The Nasdaq Global Select Market. The extension of Thomson's tenure suggests confidence in the current leadership and strategic direction of the company.

Positive

• CEO Robert Thomson's contract extended through 2030, signaling leadership stability and long-term strategic continuity
• Board's confidence in current leadership demonstrated through significant 5-year extension of CEO's tenure

Negative

• None.

Insights

Corporate Governance Specialist

News Corp extends CEO Robert Thomson's contract through 2030, signaling leadership stability and long-term strategic continuity.

News Corporation has extended CEO Robert Thomson's employment agreement by five years, with his contract now set to expire on June 30, 2030. This significant extension indicates the Board's strong confidence in Thomson's leadership and suggests satisfaction with his strategic direction for the company. The lengthy renewal period - extending Thomson's tenure to what would likely be at least a decade in the CEO role - demonstrates remarkable stability in executive leadership, which is relatively uncommon in the rapidly evolving media landscape.

The timing of this extension, announced well before any presumed expiration of Thomson's current contract, signals the Board's proactive approach to leadership continuity. This extension likely serves multiple strategic purposes: it reassures investors about long-term strategic consistency, eliminates uncertainty about potential leadership transitions, and likely ensures Thomson can execute longer-term transformation initiatives without the distraction of contract negotiations.

While the filing doesn't disclose compensation terms, this extension represents a significant commitment to Thomson's leadership approach. For shareholders, this signals the Board's confidence that Thomson's strategy aligns with long-term value creation, though it also means the company remains committed to its current strategic direction. The Board's unanimous decision (implied by the straightforward announcement without noting dissent) suggests strong internal alignment regarding the company's leadership and strategic trajectory.

0001564708false00015647082025-06-202025-06-200001564708us-gaap:CommonClassAMember2025-06-202025-06-200001564708us-gaap:CommonClassBMember2025-06-202025-06-20

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): June 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2025, the Board of Directors (the “Board”) of News Corporation (the “Company”) approved an extension of the term of the amended and restated employment agreement between the Company and Robert Thomson, Chief Executive Officer of the Company, such that the term will now expire on June 30, 2030.

Item 7.01    Regulation FD Disclosure.

On June 22, 2025, the Company issued the press release set forth on Exhibit 99.1 hereto.

The information under this caption Item 7.01, including information furnished in any related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by News Corporation, dated June 22, 2025, regarding the Amended and Restated Employment Agreement between the Company and Robert Thomson.
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: June 23, 2025

FAQ

When did NWSA extend CEO Robert Thomson's contract until?

According to the 8-K filing, News Corporation's Board of Directors approved an extension of CEO Robert Thomson's employment agreement on June 20, 2025, with the new term set to expire on June 30, 2030.

What type of SEC filing did NWSA submit on June 28, 2025?

News Corporation (NWSA) submitted a Form 8-K (Current Report) to disclose a material event regarding the extension of their CEO's employment agreement and related press release.

Who signed NWSA's 8-K filing dated June 28, 2025?

The 8-K filing was signed by Michael L. Bunder, who serves as News Corporation's Senior Vice President, Deputy General Counsel and Corporate Secretary, on June 23, 2025.

What exhibits were included in NWSA's June 2025 8-K filing?

The 8-K filing included two exhibits: 1) Exhibit 99.1 - Press release regarding the Amended and Restated Employment Agreement with Robert Thomson, and 2) Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

What was the purpose of NWSA's 8-K filing on June 28, 2025?

The primary purpose of this 8-K filing was to report the extension of CEO Robert Thomson's employment agreement and to disclose the related press release under Items 5.02 (Changes in Officers) and 7.01 (Regulation FD Disclosure) of Form 8-K.