News Corp's Billion-Dollar Share Repurchase Signals Strong Confidence in Growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
News Corporation (NWSA) has filed an 8-K report regarding its ongoing stock repurchase program. The company has authorization to repurchase up to $1 billion of its outstanding Class A and Class B common stock.
Key points from the filing:
- The company must provide daily disclosure of repurchase transactions to the Australian Securities Exchange (ASX)
- Two exhibits (99.1 and 99.2) containing ASX disclosure information were attached to the filing
- The repurchase program's execution depends on various factors including:
The filing includes forward-looking statements subject to uncertainties such as:
- Market price fluctuations of company stock
- General market conditions
- Applicable securities laws
- Alternative investment opportunities
The company explicitly states it has no obligation to publicly update forward-looking statements unless required by law or regulation.
Positive
- News Corporation reaffirms its substantial $1 billion stock repurchase program for both Class A and Class B common stock, demonstrating confidence in company value and commitment to shareholder returns
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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 23, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 24, 2025
FAQ
What is the size of NWSA's stock repurchase program announced in June 2025?
News Corporation (NWSA) has a stock repurchase program authorizing the company to acquire up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock.
How does NWSA report its stock repurchase transactions to investors?
NWSA provides disclosure of repurchase transactions in three ways: 1) daily disclosures to the Australian Securities Exchange (ASX), 2) information in quarterly reports, and 3) information in annual reports.
What types of NWSA stock are eligible for repurchase under the program?
The repurchase program covers both Class A common stock (NWSA) trading on The Nasdaq Global Select Market and Class B common stock (NWS) trading on The Nasdaq Global Select Market.
What factors could affect NWSA's stock repurchase program execution?
The company disclosed several factors that could affect the repurchase program including: changes in the market price of the Company's stock, general market conditions, applicable securities laws, alternative investment opportunities, and other risks and uncertainties described in company filings with the SEC.
Who signed NWSA's 8-K filing about the stock repurchase program?
The 8-K was signed by Michael L. Bunder, who serves as Senior Vice President, Deputy General Counsel and Corporate Secretary of News Corporation, on June 24, 2025.