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News Corp (NWS) CTO sells shares, gets new RSU equity grant

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NEWS CORP (NWS) reported insider transactions by Chief Technology Officer Julian Delany involving Class A Common Stock and related equity awards. On August 15, 2026, Delany had 9,570 shares of equity awards settle into Class A stock, including cash- and stock-settled restricted stock units that are each the economic equivalent of one share. Of these, 4,670 shares were delivered or withheld to satisfy tax withholding obligations at $29.16 per share, and additional shares were disposed of to the issuer. He also received a new grant of 10,287 stock-settled RSUs as part of his fiscal 2027 long-term equity incentive award, vesting in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions. On August 17, 2026, Delany sold 1,747 shares of Class A Common Stock in an open-market or private transaction at $28.72 per share.

Positive

  • None.

Negative

  • None.
Insider Delany Julian
Role Chief Technology Officer
Sold 1,747 shs ($50K)
Approx. gross sale proceeds $50K
Type Security Shares Price Value
Sale Class A Common Stock 1,747 $28.72 $50K
Exercise Cash-Settled Restricted Stock Units F6, F1, F2 3,676 -- --
Exercise Cash-Settled Restricted Stock Units F6, F1, F2 3,021 -- --
Exercise Stock-Settled Restricted Stock Units F7, F4, F5 2,873 -- --
Grant/Award Stock-Settled Restricted Stock Units F7, F8, F9 10,287 $0.00 $0.00
Exercise Class A Common Stock F1, F2 3,676 -- --
Tax Withholding Class A Common Stock F3 2,000 $29.16 $58K
Disposition Class A Common Stock 1,676 $29.16 $49K
Exercise Class A Common Stock F1, F2 3,021 -- --
Tax Withholding Class A Common Stock F3 1,544 $29.16 $45K
Disposition Class A Common Stock 1,477 $29.16 $43K
Exercise Class A Common Stock F4, F5 2,873 -- --
Tax Withholding Class A Common Stock F3 1,126 $29.16 $33K
Holdings After Transaction: Cash-Settled Restricted Stock Units — 3,026 shares (Direct); Stock-Settled Restricted Stock Units — 16,036 shares (Direct); Class A Common Stock — 0 shares (Direct)
Footnotes (9)
  1. F1. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units.
  2. F2. The cash-settled restricted 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 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. Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
  7. F7. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
  8. F8. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
  9. F9. 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 1,747 shares at $28.72 per share Class A Common Stock sale on 2026-08-17 (transaction code S)
Equity awards settled 9,570 shares Total shares from derivative exercises or conversions (exerciseShares in transaction summary)
Shares withheld for taxes 4,670 shares at $29.16 per share Code F transactions to satisfy tax withholding obligations on 2026-08-15
New RSU grant 10,287 stock-settled RSUs Fiscal 2027 long-term equity incentive award, vesting 2027–2029
Derivative transactions 4 derivative entries Cash- and stock-settled restricted stock unit transactions reported
Net buy/sell shares -1,747 shares NetBuySellShares from transaction summary, indicating net-sell direction
cash-settled restricted stock units financial
"Includes dividend equivalents accrued during the vesting period as the underlying cash-settled restricted stock units."
stock-settled restricted stock units financial
"Includes dividend equivalents accrued during the vesting period as the underlying stock-settled restricted stock units."
dividend equivalents financial
"Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions."
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.
time-based vesting conditions financial
"Dividend equivalents accrued during the vesting period are subject to the same time-based vesting conditions."
exercise or conversion of derivative security financial
"Transaction code M described as Exercise or conversion of derivative security."

FAQ

What insider transactions did NEWS CORP (NWS) CTO Julian Delany report on August 15, 2026?
Delany reported settlement of 9,570 shares of equity awards into NEWS CORP Class A Common Stock on August 15, 2026. These included cash- and stock-settled restricted stock units that each represent the economic equivalent of one share of Class A stock.

How many NEWS CORP (NWS) shares were withheld for taxes in Julian Delany’s Form 4?
The filing shows 4,670 shares of Class A Common Stock delivered or withheld to satisfy tax withholding obligations, at a price of $29.16 per share. These withholdings occurred in connection with the vesting of incentive awards on August 15, 2026.

What new equity award did NEWS CORP (NWS) grant to CTO Julian Delany?
Delany received 10,287 stock-settled restricted stock units as part of his fiscal 2027 long-term equity incentive award. According to the filing, these RSUs will vest in equal thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.

Did Julian Delany sell any NEWS CORP (NWS) shares on the open market?
Yes. On August 17, 2026, Delany sold 1,747 shares of NEWS CORP Class A Common Stock in an open-market or private transaction at a price of $28.72 per share, as reported under transaction code “S” on the Form 4.

What is the net buy/sell position from Julian Delany’s reported NEWS CORP (NWS) trades?
The transaction summary indicates a net-sell position of 1,747 shares based on open-market or similar sales. Other reported share movements relate to equity award settlements, tax-withholding dispositions, and a new RSU grant rather than ordinary market purchases.

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Form 4 Insider Transactions: What Each Field Means →
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*
Delany Julian
(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 Technology 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 Stock08/15/2026M3,676(1)A(2)3,676D
Class A Common Stock08/15/2026F2,000(3)D$29.161,676D
Class A Common Stock08/15/2026D1,676D$29.160D
Class A Common Stock08/15/2026M3,021(1)A(2)3,021D
Class A Common Stock08/15/2026F1,544(3)D$29.161,477D
Class A Common Stock08/15/2026D1,477D$29.160D
Class A Common Stock08/15/2026M2,873(4)A(5)2,873D
Class A Common Stock08/15/2026F1,126(3)D$29.161,747D
Class A Common Stock08/17/2026S1,747D$28.720D
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
Cash-Settled Restricted Stock Units(6)08/15/2026M3,676(1)08/15/202608/15/2026Class A Common Stock3,676(2)0D
Cash-Settled Restricted Stock Units(6)08/15/2026M3,021(1)08/15/202608/15/2026Class A Common Stock3,021(2)3,026D
Stock-Settled Restricted Stock Units(7)08/15/2026M2,873(4)08/15/202608/15/2026Class A Common Stock2,873(5)5,749D
Stock-Settled Restricted Stock Units(7)08/15/2026A10,287(8) (9) (9)Class A Common Stock10,287$010,287D
Explanation of Responses:
1. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units.
2. The cash-settled restricted 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 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. Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
7. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
8. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
9. 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 Julian Delany08/18/2026
** 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)

Source: View Original Filing on SEC EDGAR