NWSA Insider Filing: RSU Grant of 10,067; Executive Sale at $29.44

Rhea-AI Filing Summary

Ruth Allen, Chief Human Resources Officer at News Corporation (NWS / NWSA), reported multiple equity award transactions dated 08/15/2025. The filing shows settlement of 17,429 performance stock units and several restricted stock unit grants that converted to Class A common stock. Portions of vested awards were withheld for taxes (total withheld amounts shown as 6,894, 2,472, 2,369 and 1,486 shares in separate entries). The reporting person sold 19,968 shares at a weighted average price of $29.4436. New long-term equity incentive restricted stock units totaling 10,067 RSUs were granted and will vest in thirds on August 15, 2026, 2027 and 2028. All holdings are reported as direct ownership.

Positive

• Settlement of performance stock units converted to 17,429 Class A shares, reflecting achievement or completion of award conditions
• New long-term incentive grant of 10,067 RSUs with multi-year vesting supports executive retention through 2028

Negative

• Executive sale of 19,968 shares reduces direct holdings and was executed at a weighted average price of $29.4436
• Multiple share withholdings for taxes (6,894; 2,472; 2,369; 1,486 shares) reduced the net shares delivered to the reporting person

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and a small executive sale, likely a non-material liquidity event relative to company market cap.

The Form 4 documents settlement of performance stock units and restricted stock units into Class A common shares and shows tax-withholding-related share dispositions plus an open-market sale of 19,968 shares at a weighted average of $29.4436. The filing also discloses a new grant of 10,067 time-based RSUs that vest in thirds through 2028, aligning compensation with retention. These transactions are typical of annual long-term incentive programs and ordinary tax withholding; they do not by themselves indicate a change in corporate strategy or governance.

Corporate Governance Expert

TL;DR: Compensation mechanics are standard: performance units settled, tax withholding executed, and further time-based RSUs granted.

The reporting person is identified as Chief Human Resources Officer and the Form 4 shows settlements of performance-based and time-based awards, appropriate withholding to satisfy tax obligations, and an executive stock sale. The new 10,067 RSU grant with multi-year vesting is consistent with retention-focused equity programs. No departures, material governance changes, or related-party transactions are disclosed.

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

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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^*

Allen Ruth

(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 Human Resources 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
Class A Common Stock	08/15/2025		M		17,429(1)	A	(2)	17,429	D
Class A Common Stock	08/15/2025		F		6,894(3)	D	$29.8	10,535	D
Class A Common Stock	08/15/2025		M		6,195(4)	A	(5)	16,730	D
Class A Common Stock	08/15/2025		F		2,472(3)	D	$29.8	14,258	D
Class A Common Stock	08/15/2025		M		5,878(4)	A	(5)	20,136	D
Class A Common Stock	08/15/2025		F		2,369(3)	D	$29.8	17,767	D
Class A Common Stock	08/15/2025		M		3,687(4)	A	(5)	21,454	D
Class A Common Stock	08/15/2025		F		1,486(3)	D	$29.8	19,968	D
Class A Common Stock	08/15/2025		S		19,968	D	$29.4436(6)	0	D

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 Performance Stock Units	(7)	08/15/2025		M			17,429(1)	08/15/2025	08/15/2025	Class A Common Stock	17,429	(2)	0	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			6,195(4)	08/15/2025	08/15/2025	Class A Common Stock	6,195	(5)	0	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			5,878(4)	08/15/2025	08/15/2025	Class A Common Stock	5,878	(5)	5,882	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			3,687(4)	08/15/2025	08/15/2025	Class A Common Stock	3,687	(5)	7,380	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		A		10,067(9)		(10)	(10)	Class A Common Stock	10,067	$0	10,067	D

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 $29.440 to $29.465, 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 2026 long-term equity incentive award.

10. 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 Ruth Allen	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did NWSA reporting person Ruth Allen disclose on 08/15/2025?

The Form 4 shows settlement of 17,429 performance stock units, multiple restricted stock unit settlements, tax-withheld share dispositions, a sale of 19,968 shares at a weighted average price of $29.4436, and a grant of 10,067 RSUs.

How many shares were sold and at what price according to the filing?

The filing reports a sale of 19,968 shares at a weighted average price of $29.4436.

What is the vesting schedule for the newly granted RSUs?

The 10,067 RSUs granted as the fiscal 2026 long-term equity incentive will vest in thirds on August 15, 2026, 2027 and 2028, subject to time-based vesting conditions.

Were any shares withheld for tax obligations?

Yes; the Form 4 shows shares withheld upon vesting in amounts of 6,894, 2,472, 2,369, and 1,486 shares to satisfy tax withholding.

What role does the reporting person hold at News Corporation?

The reporting person is identified as the Chief Human Resources Officer and is filing as an officer and director.