NWSA: ASX Disclosures Filed for Ongoing $1B Share Buyback Authority

Rhea-AI Filing Summary

News Corporation reiterates that under its stock repurchase programs it is authorized to acquire up to $1 billion in the aggregate of its Class A and Class B common stock. The company says it provides daily disclosure of transactions under those programs to the Australian Securities Exchange and also discloses related information in its quarterly and annual reports. Copies of the information provided to the ASX are attached as Exhibit 99.1 and Exhibit 99.2.

The attached ASX disclosures include forward-looking statements about the company's intent to repurchase shares that the company describes as based on management expectations and subject to market, legal and other risks; the filing states these statements are made only as of the report date and disclaims any obligation to update them except as required by law. This filing does not specify executed repurchase amounts or timing.

Positive

• Repurchase authorization up to $1 billion across Class A and Class B common stock is stated.
• Daily ASX disclosure of transactions under the repurchase programs is confirmed, supporting transparency.
• Exhibits 99.1 and 99.2 are attached as copies of the information provided to the ASX.

Negative

• No specific repurchase amounts, share counts, prices or execution timing are disclosed in this report.
• Forward-looking statements are subject to market, legal and other risks and may not be realized.

Insights

Financial Analyst

TL;DR: Routine disclosure of ongoing $1B repurchase authority; transparency maintained but no transaction specifics disclosed.

The filing reiterates that News Corporation has standing authority to repurchase up to $1 billion of Class A and Class B common stock and confirms ASX-level daily reporting and supplemental disclosure via Exhibits 99.1 and 99.2. For investors, the filing signals ongoing buyback capacity and regulatory transparency, but it does not provide concrete execution data such as shares repurchased, prices paid, or timing, limiting near-term quantification of buyback impact on earnings per share or capital allocation.

Corporate Governance Expert

TL;DR: Governance and disclosure procedures upheld through ASX reporting; forward-looking language contains standard disclaimer.

The company emphasizes compliance with ASX disclosure rules by providing daily transaction reports and attaching those disclosures as exhibits to this report. The inclusion of forward-looking statements with explicit disclaimers is standard practice to clarify that repurchase intentions depend on market conditions, legal constraints and management judgment. The filing reinforces procedural transparency but does not change authorization levels or provide execution details.

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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 8, 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 11, 2025

FAQ

What did News Corporation (NWSA) disclose in this 8-K?

The company reiterated that its stock repurchase programs are authorized to acquire up to $1 billion in the aggregate of Class A and Class B common stock and attached copies of the information provided to the ASX as Exhibit 99.1 and Exhibit 99.2.

Does the filing report specific repurchase transactions for NWSA?

No. The filing confirms daily ASX disclosure requirements and attaches the ASX submissions, but it does not specify executed repurchase amounts, share counts, prices or timing within the 8-K text.

How does News Corporation report repurchases to regulators?

The company states it provides daily disclosure to the Australian Securities Exchange of transactions made under its repurchase programs and also discloses related information in its quarterly and annual reports.

Are there forward-looking statements in the disclosures?

Yes. The attached ASX information contains forward-looking statements about the company's intent to repurchase shares, and the company disclaims any obligation to update those statements except as required by law.

Where can I find the details provided to the ASX?

Copies of the information provided to the ASX are included as Exhibit 99.1 and Exhibit 99.2 to this report.