[8-K] News Corporation Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Form 8-K dated 1 Aug 2025 to report an “Other Events” item concerning its share repurchase programs.

• The Board remains authorized to buy back up to $1 billion of Class A and Class B common stock in aggregate.
• Because the shares also trade on the Australian Securities Exchange (ASX), the Company must disclose daily buyback activity to the ASX. Exhibits 99.1 and 99.2 replicate those disclosures.
• Management notes that actual repurchases will depend on share price, general market conditions, legal constraints and alternative investment opportunities.

No new financial results, guidance or changes to the authorization were furnished. The filing contains forward-looking-statement disclaimers and does not obligate the Company to update its intentions.

Positive

• Continued authorization to repurchase up to $1 billion of shares provides flexibility for shareholder returns.

Negative

• Filing offers no update on actual repurchase activity or timeline, creating execution uncertainty.
• Repurchase intent remains conditional on market factors, so investors have no firm commitment.

Insights

Equity Research Analyst

TL;DR Unchanged $1 bn buyback capacity; disclosure routine under ASX rules—investor impact modest, signalling ongoing capital return flexibility.

The 8-K merely reiterates an existing authorization rather than expanding it, so cash-flow expectations are unaffected. Nevertheless, the sizable ceiling—roughly 8-9 % of current market cap—affords management latitude to offset dilution and enhance EPS when valuation is attractive. Because execution is discretionary, the signal is neutral-to-slightly-positive rather than materially accretive today. No leverage metrics, timing guidance or new limits were provided, leaving the capital allocation narrative unchanged.

Corporate Governance Specialist

TL;DR Filing satisfies mandatory ASX transparency; governance compliance intact, but no fresh strategic insight for shareholders.

By lodging daily buyback data with the ASX and attaching those disclosures as U.S. exhibits, News Corp demonstrates cross-listing compliance and reinforces disclosure discipline. However, the absence of detailed repurchase cadence or thresholds limits shareholder ability to forecast capital deployment, keeping governance impact neutral. Forward-looking disclaimers appropriately caution against over-reliance on intent statements.

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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 1, 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 4, 2025

FAQ

What did News Corporation (NWSA) announce in the 8-K dated August 1 2025?

It reiterated its authorization to repurchase up to $1 billion of Class A and Class B shares and filed related ASX disclosures.

Is the $1 billion buyback authorization new?

No. The authorization was previously disclosed; this filing simply provides the daily reports required by the ASX.

Does the filing specify when News Corp will execute the buybacks?

No. Management states repurchases depend on share price, market conditions and legal requirements.

Where can investors find the daily buyback data?

Details are contained in Exhibits 99.1 and 99.2, which duplicate submissions to the ASX.

Are there any financial results or guidance included in this 8-K?

No financial statements, earnings figures or forward guidance accompany this report.