NWSA files 8-K, submits ASX share-repurchase reports to SEC

Rhea-AI Filing Summary

News Corporation (NWSA) filed a Form 8-K dated 30 June 2025 to provide an update on its $1 billion share repurchase program covering both Class A and Class B common stock. Item 8.01 notes that, under Australian Securities Exchange (ASX) rules, the Company must disclose daily share-buyback activity and therefore has furnished Exhibits 99.1 and 99.2, which are the exact disclosures supplied to the ASX on the respective dates. No new dollar amounts, share counts, or changes to the authorization were included in the filing itself.

The Company reiterates that any repurchases remain subject to prevailing market prices, general market conditions, applicable securities laws and alternative capital uses, and reminds investors that the attached information contains forward-looking statements that may differ materially from actual results. Management makes no commitment to update those statements beyond legal requirements.

Key takeaways for investors

• The $1 billion authorization cap is unchanged; the filing simply transmits ASX-required daily data.
• No quantitative update (e.g., shares already repurchased, remaining authorization) appears in the Form 8-K body.
• Forward-looking-statement language highlights typical repurchase risks such as market volatility and alternative investment opportunities.

Positive

• $1 billion share repurchase authorization remains in place, offering potential support to share price via buybacks.

Negative

• No new quantitative repurchase data disclosed, limiting insight into capital return progress and remaining capacity.

Insights

Equity Research Analyst

TL;DR: Routine filing; buyback capacity unchanged, minimal near-term valuation impact.

This 8-K is largely administrative. News Corp merely forwards daily ASX disclosures to satisfy both Australian and U.S. requirements. The $1 billion repurchase ceiling, first announced previously, is unchanged, and the company offers no fresh execution data. Without figures on completed repurchases or remaining capacity, investors cannot refine cash-return models or EPS forecasts. Consequently, the filing neither strengthens nor weakens the investment case and should be viewed as neutral information flow rather than a catalyst.

Corporate Governance Specialist

TL;DR: Filing underscores cross-listing compliance, not strategic change; governance stance unchanged.

The disclosure demonstrates News Corp’s adherence to ASX transparency rules by contemporaneously furnishing the same information to the SEC. Governance-wise, the board continues to wield discretion over timing and scale of repurchases. No amendments to authorization limits, no acceleration triggers, and no policy shifts are evident. Therefore, stakeholder oversight requirements are met, but the event is non-material from a governance-risk perspective.

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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): June 27, 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: June 30, 2025

FAQ

What did News Corp (NWSA) disclose in its 30 June 2025 Form 8-K?

The company attached ASX daily reports related to its ongoing share repurchase program and reiterated the existing $1 billion authorization.

How large is News Corp’s current share-buyback authorization?

The authorization remains at $1 billion for Class A and Class B common stock combined.

Did the filing state how many shares News Corp has already repurchased?

No. The Form 8-K itself does not include share counts or dollar amounts repurchased to date.

Why is News Corp providing ASX disclosures to the SEC?

ASX rules require daily buyback reporting; the company furnishes the same information to the SEC for transparency with U.S. investors.

Are the statements in the exhibits considered forward-looking?

Yes. Management labels them "forward-looking statements" subject to market conditions and other uncertainties.