News Corporation Form 4: 8,556 RSUs Granted to CTO (NWS)

Rhea-AI Filing Summary

Julian Delany, Chief Technology Officer of News Corporation, was granted 8,556 stock-settled restricted stock units on 08/15/2025. Each unit is economically equivalent to one share of News Corporation Class A common stock and was awarded as part of Delany's fiscal 2026 long-term equity incentive award. The units have a $0 grant price and will vest in equal thirds on August 15, 2026, 2027 and 2028, subject to time-based vesting conditions. Following the grant Delany beneficially owns 8,556 shares on a direct basis. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: Timely disclosure of an executive equity award clarifies insider holdings and vesting schedule, causing limited immediate market impact.

The filing documents a time-based restricted stock unit grant to the Chief Technology Officer totaling 8,556 units, disclosed under Section 16. The award vests over three years in equal tranches, which aligns with standard retention-focused compensation practices. The disclosure is precise about share equivalence and post-grant beneficial ownership, aiding transparency for shareholders assessing insider incentives.

Compensation Analyst

TL;DR: A routine long-term incentive award was granted with standard multi-year vesting; it is informational rather than materially transformative.

The grant is part of fiscal 2026 long-term equity incentives and carries a $0 per-unit price, reflecting typical restricted stock unit treatment. Vesting in thirds over three years suggests a retention and performance-alignment intent, but the absolute size (8,556 units) is disclosed without context on total outstanding shares, limiting assessment of materiality.

SEC Form 4

FORM 4

UNITED 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
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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 NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock-Settled Restricted Stock Units	(1)	08/15/2025		A		8,556(2)		(3)	(3)	Class A Common Stock	8,556	$0	8,556	D

Explanation of Responses:

1. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

2. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2026 long-term equity incentive award.

3. The stock-settled restricted stock units will vest in thirds on August 15, 2026, 2027 and 2028, subject to time-based vesting conditions.

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Julian Delany	08/19/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did News Corporation (NWS) disclose about Julian Delany on this Form 4?

The form reports a grant of 8,556 stock-settled restricted stock units to Julian Delany, Chief Technology Officer, on 08/15/2025.

When do the restricted stock units granted to Julian Delany vest?

The units vest in thirds on August 15, 2026, August 15, 2027 and August 15, 2028, subject to time-based vesting conditions.

What is the economic equivalence and grant price of the RSUs?

Each stock-settled restricted stock unit is the economic equivalent of one share of Class A common stock and was granted at a $0 price.

How many shares does Julian Delany beneficially own after the grant?

Following the reported transaction, Julian Delany beneficially owns 8,556 shares on a direct basis.

Who signed the Form 4 filing and when?

The Form 4 was signed by Kenneth C. Mertz as Attorney-in-Fact for Julian Delany on 08/19/2025.

Was this award part of a named compensation program?

Yes, the RSUs were granted as part of the Reporting Person's fiscal 2026 long-term equity incentive award.