News Corporation Form 4: Lavanya Chandrashekar RSU Grant and Vesting Details

Rhea-AI Filing Summary

Insider equity activity by News Corporation officer Lavanya Chandrashekar. The reporting person, listed as Chief Financial Officer, had stock-settled restricted stock units (RSUs) transact on 08/15/2025. A deemed settlement/vesting event resulted in 9,476 shares being recorded as vested (including dividend equivalents) and an additional 26,174 RSUs granted as part of the fiscal 2026 long-term equity incentive award. Of the vested shares, 3,417 shares were withheld to satisfy tax withholding at a price of $29.80 per share, leaving the reporting person with 6,059 Class A shares directly held after the withholding and 26,174 RSUs outstanding subject to time-based vesting in thirds on 08/15/2026, 2027 and 2028.

Insights

Compensation & Governance Analyst

TL;DR: CFO received a fiscal 2026 RSU grant and vested units; withholding covered tax obligations, leaving meaningful unvested incentives.

The filing documents a routine executive equity compensation cycle: a combination of vested RSUs (9,476 shares) and a new long-term award (26,174 RSUs). The treatment shows dividend equivalents included in the vested amount and tax-withholding by share surrender (3,417 shares at $29.80), which is a common mechanism to satisfy tax obligations without cash payment. The new RSUs vest in equal thirds over three years, aligning executive incentives with multi-year performance or retention objectives. This is a governance-related disclosure with no operational metrics disclosed.

Securities Transaction Specialist

TL;DR: Transactions reflect non-derivative settlement of RSUs and a standard withholding sale; transactions are administratively routine.

The Form 4 shows a deemed settlement (code M) of stock-settled RSUs into Class A shares and a subsequent withholding disposition (code F) to cover taxes at $29.80 per share. Post-transaction beneficial ownership is reported as 18,953 Class A shares (9,476 settled plus existing), with 26,174 RSUs outstanding as granted. No options, sales to third parties, or derivative exercises beyond RSU settlement are present. The filing is a standard Section 16 disclosure reflecting compensation-related equity movement rather than market-driven insider trading.

Insider Trade Summary

9,476 shares exercised/converted

Mixed 4 txns

Insider Chandrashekar Lavanya

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Stock-Settled Restricted Stock Units	9,476	$0.00	--
Grant/Award	Stock-Settled Restricted Stock Units	26,174	$0.00	--
Exercise	Class A Common Stock	9,476	$0.00	--
Tax Withholding	Class A Common Stock	3,417	$29.80	$102K

Holdings After Transaction: Stock-Settled Restricted Stock Units — 18,953 shares (Direct); Class A Common Stock — 9,476 shares (Direct)

Footnotes (1)

1. 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. 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. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations. Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2026 long-term equity incentive award. The stock-settled restricted stock units will vest in thirds on August 15, 2026, 2027 and 2028, subject to time-based vesting conditions.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

Chandrashekar Lavanya

(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 Financial 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		9,476(1)	A	(2)	9,476	D
Class A Common Stock	08/15/2025		F		3,417(3)	D	$29.8	6,059	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 Restricted Stock Units	(4)	08/15/2025		M			9,476	08/15/2025	08/15/2025	Class A Common Stock	9,476	(2)	18,953	D
Stock-Settled Restricted Stock Units	(4)	08/15/2025		A		26,174(5)		(6)	(6)	Class A Common Stock	26,174	$0	26,174	D

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 stock-settled restricted stock units.

2. 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.

3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.

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

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

6. 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 Lavanya Chandrashekar	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 CFO Lavanya Chandrashekar report on Form 4?

The CFO reported deemed settlement of 9,476 RSUs into Class A shares and receipt of a 26,174 RSU grant for fiscal 2026, with 3,417 shares withheld for taxes at $29.80 per share.

How many shares does Lavanya Chandrashekar beneficially own after the transactions?

Following the reported transactions the filing shows 18,953 Class A shares beneficially owned in total (9,476 settled plus prior holdings) and 26,174 RSUs outstanding.

When do the newly granted RSUs vest?

The newly granted 26,174 RSUs vest in equal thirds on 08/15/2026, 08/15/2027, and 08/15/2028, subject to time-based vesting conditions.

What price was used for the share withholding to satisfy taxes?

The filing reports tax-related share withholding of 3,417 shares at a price of $29.80 per share.

Were dividend equivalents included in the vesting?

Yes, the filing states dividend equivalents accrued during the vesting period were included in the 9,476 vested RSUs and are subject to the same time-based vesting conditions as the underlying RSUs.