NWSA Board OKs fresh US$1 bn share repurchase authorization

Rhea-AI Filing Summary

News Corporation (Nasdaq: NWSA / NWS) filed an 8-K on 15 July 2025 announcing that its Board has authorized a new US$1 billion share repurchase program covering both Class A and Class B common shares. The authorization is additive to the US$1 billion program approved in September 2021, of which roughly US$303 million remains, lifting the company’s total buyback capacity to nearly US$1.303 billion.

The company stated that the timing, amount and pricing of repurchases will be discretionary and influenced by market conditions, regulatory requirements and alternative capital-allocation opportunities. The program has no expiration date and can be modified, suspended or terminated at any time. No other financial results were provided in the filing; the disclosure was furnished under Items 7.01 (Regulation FD) and 8.01 (Other Events) with an accompanying press release (Exhibit 99.1). Forward-looking-statement language reminds investors that actual buyback activity could differ materially from current intentions.

Positive

• US$1 billion incremental buyback authorization increases total repurchase capacity to approximately US$1.303 billion, providing potential EPS accretion and share-price support.
• No expiration date offers management flexibility to repurchase shares opportunistically when valuation is attractive.

Negative

• Execution uncertainty: company is not obligated to repurchase any specific amount, leaving actual capital return unclear.
• Opportunity cost: allocating up to US$1 billion to buybacks may limit funds for acquisitions or growth initiatives.

Insights

Equity Research Analyst

TL;DR: New US$1 bn authorization signals confidence and boosts capital-return capacity, marginally positive for valuation support.

The incremental authorization raises News Corp’s total active buyback headroom to ~US$1.3 bn, roughly 13-14 % of the company’s recent market cap. Management’s willingness to repurchase both share classes can tighten the free float and provide downside support, especially given the dual-class structure. While execution remains discretionary, prior repurchases under the 2021 plan suggest the Board is willing to act when shares trade at a perceived discount. The absence of a time limit affords flexibility, but it also means near-term EPS accretion is uncertain. From a capital-allocation perspective the move is modestly accretive and indicates balance-sheet strength, underpinning a mildly positive outlook for shareholders.

Risk & Governance Specialist

TL;DR: Buyback boosts shareholder returns but diverts cash and lacks execution commitment; governance impact neutral to slightly negative.

The Board’s broad authorization—without preset cadence or price caps—grants management significant discretion, which can introduce timing risk and potential governance scrutiny, particularly in a dual-class structure where control rests with Class B holders. The filing contains standard forward-looking disclaimers, highlighting that actual repurchase levels could be minimal if market conditions change. Investors should monitor future cash-flow deployment to ensure buybacks do not compromise strategic investments. Overall, the disclosure is not materially adverse but does not guarantee concrete capital return.

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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 15, 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 7.01     Regulation FD Disclosure.

On July 15, 2025, News Corporation (the “Company”) issued a press release regarding the stock repurchase program described below, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this caption Item 7.01, including information furnished in Exhibit 99.1, 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 8.01    Other Events.

On July 15, 2025, the Company announced that the Board of Directors of the Company authorized a new $1 billion stock repurchase program for the Company’s Class A common stock, par value $0.01 per share, and the Company’s Class B common stock, par value $0.01 per share. This program is in addition to the existing $1 billion buyback program authorized in September 2021, under which approximately $303 million of capacity is remaining. The manner, timing, number and share price of the repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The stock repurchase program has no time limit and may be modified, suspended or discontinued at any time.

Forward-Looking Statements

This report 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, trends and uncertainties affecting the Company’s business, results of operations and financial condition, and the Company’s strategy and strategic initiatives. 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 this report 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						Press release issued by News Corporation, dated July 15, 2025.
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 15, 2025

FAQ

How large is News Corporation’s new share buyback program?

The Board authorized a US$1 billion repurchase program for both Class A and Class B shares.

What is the total remaining buyback capacity for NWSA after this authorization?

Including US$303 million left from the 2021 plan, total capacity is about US$1.303 billion.

Does the new stock repurchase program have an expiration date?

No. The program has no time limit and may be modified, suspended or discontinued at any time.

Which share classes are eligible for repurchase under the program?

Both Class A (NWSA) and Class B (NWS) common shares are included.

Where can investors find additional details about the buyback?

Further information is available in the 8-K filing and the accompanying press release (Exhibit 99.1) dated 15 July 2025.