STOCK TITAN

News Corp (NWS) HR chief sells 21K shares after awards vest

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

NEWS CORP (NWS) reported insider equity activity by Chief Human Resources Officer Ruth Allen. On August 15, 2026, Allen settled an aggregate of 36,641 stock-settled performance and restricted stock units into an equivalent number of Class A Common shares, with 15,120 shares withheld to satisfy tax obligations. She also received a grant of 11,831 stock-settled restricted stock units as part of her fiscal 2027 long-term equity incentive award, vesting in thirds on August 15, 2027, 2028 and 2029. On August 17, 2026, Allen sold 21,521 Class A Common shares at a weighted average price of $28.9917 per share, in transactions ranging from $28.71 to $29.06, and the Rule 10b5-1 trading plan box was not checked.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Allen Ruth
Role Chief Human Resources Officer
Sold 21,521 shs ($624K)
Approx. gross sale proceeds $624K
Type Security Shares Price Value
Sale Class A Common Stock F6 21,521 $28.9917 $624K
Exercise Stock-Settled Performance Stock Units F7, F1, F2 23,620 -- --
Exercise Stock-Settled Restricted Stock Units F8, F4, F5 5,927 -- --
Exercise Stock-Settled Restricted Stock Units F8, F4, F5 3,715 -- --
Exercise Stock-Settled Restricted Stock Units F8, F4, F5 3,379 -- --
Grant/Award Stock-Settled Restricted Stock Units F8, F9, F10 11,831 $0.00 $0.00
Exercise Class A Common Stock F1, F2 23,620 -- --
Tax Withholding Class A Common Stock F3 9,519 $29.16 $278K
Exercise Class A Common Stock F4, F5 5,927 -- --
Tax Withholding Class A Common Stock F3 2,389 $29.16 $70K
Exercise Class A Common Stock F4, F5 3,715 -- --
Tax Withholding Class A Common Stock F3 1,498 $29.16 $44K
Exercise Class A Common Stock F4, F5 3,379 -- --
Tax Withholding Class A Common Stock F3 1,714 $29.16 $50K
Holdings After Transaction: Stock-Settled Performance Stock Units — 0 shares (Direct); Stock-Settled Restricted Stock Units — 22,317 shares (Direct); Class A Common Stock — 0 shares (Direct)
Footnotes (10)
  1. F1. Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying stock-settled performance stock units.
  2. F2. The stock-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
  3. F3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.
  4. F4. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying stock-settled restricted stock units.
  5. F5. The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
  6. F6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.71 to $29.06, inclusive. The reporting person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  7. F7. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
  8. F8. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
  9. F9. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
  10. F10. The stock-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.
Open-market sale shares 21,521 shares Class A Common Stock sold on August 17, 2026 (transaction code S)
Weighted average sale price $28.9917 per share Weighted average price for 21,521-share sale, with prices from $28.71 to $29.06
Performance stock units settled 23,620 units Stock-settled performance stock units deemed to settle into Class A Common on August 15, 2026
Restricted stock units settled 12,? units Multiple stock-settled restricted stock unit tranches deemed to settle into Class A Common on August 15, 2026
Total units settled into shares 36,641 units Aggregate stock-settled performance and restricted stock units converted into Class A Common
Shares withheld for taxes 15,120 shares Code F dispositions to satisfy tax withholding obligations at $29.16 per share
New RSU grant 11,831 units Stock-settled restricted stock units granted as fiscal 2027 long-term equity incentive award
RSU vesting schedule 2027–2029 New 11,831 RSUs vest in thirds on August 15, 2027, 2028 and 2029
stock-settled performance stock units financial
"The stock-settled performance stock units were deemed to have settled"
stock-settled restricted stock units financial
"The stock-settled restricted stock units were deemed to have settled"
dividend equivalents financial
"Includes dividend equivalents accrued during the performance period"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
weighted average price financial
"The price reported is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
time-based vesting conditions financial
"subject to the same time-based vesting conditions as the underlying"

FAQ

What insider transactions did NEWS CORP (NWS) report for Ruth Allen in August 2026?

Ruth Allen settled 36,641 stock units into Class A Common shares, had 15,120 shares withheld for taxes, received 11,831 new RSUs, and sold 21,521 shares in open-market transactions at a weighted average price of $28.9917 per share.

How many NEWS CORP (NWS) shares did Ruth Allen sell and at what price?

Ruth Allen sold 21,521 Class A Common shares of NEWS CORP at a weighted average price of $28.9917 per share, with individual sale prices ranging from $28.71 to $29.06, according to the Form 4 disclosure.

What equity awards in NEWS CORP (NWS) vested or settled for Ruth Allen?

Allen’s Form 4 shows settlement of 23,620 stock-settled performance stock units and multiple tranches of stock-settled restricted stock units totaling 36,641 units, each deemed to convert into an equivalent number of NEWS CORP Class A Common shares upon settlement.

What new restricted stock units did Ruth Allen receive from NEWS CORP (NWS)?

Ruth Allen received a grant of 11,831 stock-settled restricted stock units as part of her fiscal 2027 long-term equity incentive award. These RSUs will vest in three equal installments on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.

How many NEWS CORP (NWS) shares were withheld for Ruth Allen’s tax obligations?

The filing reports 15,120 Class A Common shares were withheld upon vesting of incentive awards to satisfy tax withholding obligations. These dispositions used transaction code F and a reported per-share value of $29.16 for the tax-withholding entries.

Were Ruth Allen’s NEWS CORP (NWS) trades made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked as affirmative, and no footnote states that the reported 21,521-share sale or other transactions were executed pursuant to a pre-arranged Rule 10b5-1 trading plan.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Allen Ruth

(Last)(First)(Middle)
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock08/15/2026M23,620(1)A(2)23,620D
Class A Common Stock08/15/2026F9,519(3)D$29.1614,101D
Class A Common Stock08/15/2026M5,927(4)A(5)20,028D
Class A Common Stock08/15/2026F2,389(3)D$29.1617,639D
Class A Common Stock08/15/2026M3,715(4)A(5)21,354D
Class A Common Stock08/15/2026F1,498(3)D$29.1619,856D
Class A Common Stock08/15/2026M3,379(4)A(5)23,235D
Class A Common Stock08/15/2026F1,714(3)D$29.1621,521D
Class A Common Stock08/17/2026S21,521D$28.9917(6)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock-Settled Performance Stock Units(7)08/15/2026M23,620(1)08/15/202608/15/2026Class A Common Stock23,620(2)0D
Stock-Settled Restricted Stock Units(8)08/15/2026M5,927(4)08/15/202608/15/2026Class A Common Stock5,927(5)0D
Stock-Settled Restricted Stock Units(8)08/15/2026M3,715(4)08/15/202608/15/2026Class A Common Stock3,715(5)3,721D
Stock-Settled Restricted Stock Units(8)08/15/2026M3,379(4)08/15/202608/15/2026Class A Common Stock3,379(5)6,765D
Stock-Settled Restricted Stock Units(8)08/15/2026A11,831(9) (10) (10)Class A Common Stock11,831$011,831D
Explanation of Responses:
1. Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying stock-settled performance stock units.
2. The stock-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.
4. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying stock-settled restricted stock units.
5. The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.71 to $29.06, inclusive. The reporting person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
8. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
9. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
10. The stock-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.
Remarks:
/s/ Kenneth C. Mertz as Attorney-in-Fact for Ruth Allen08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)