Murdoch Form 4: RSUs/PSUs Settled and Share Withholding Reported

Rhea-AI Filing Summary

News Corporation (NWS / NWSA) Form 4 summary: The filing reports multiple insider transactions by Keith Rupert Murdoch on 08/15/2025. Cash-settled performance stock units totaling 71,779 were deemed to have settled for an equivalent number of Class A common shares. Cash-settled restricted stock units totaling 10,931 and 14,108 were also deemed to have settled for equivalent shares. The filing shows shares withheld upon vesting to satisfy tax obligations, with withholding transactions of 37,479, 6,171 and 7,964 shares at a reported price of $29.80 per share. Certain reported lines indicate resulting beneficial ownership of 0 shares for those tranches, while one line reports 14,113 shares beneficially owned following the transactions.

Insights

Financial Analyst

TL;DR: Routine compensation vesting and tax-withholding transactions were reported; no new open-market purchases or strategic disposals disclosed.

The Form 4 documents vesting-settlements of performance and restricted stock units on 08/15/2025 totaling specific economic equivalents to Class A shares. The filing records withholding of shares to satisfy tax obligations, with the withholding executed at a reported price of $29.80 per share. These entries reflect compensation settlement mechanics rather than active trading for investment or corporate change; the filing does not disclose open-market acquisition activity or any change in control. Material impact on News Corporation equity from these transactions is not apparent in the filing itself.

Corporate Governance Expert

TL;DR: Transactions are consistent with standard executive compensation vesting and tax withholding procedures.

The report shows deemed settlement of cash-settled performance stock units (71,779) and cash-settled restricted stock units (10,931 and 14,108) for Keith Rupert Murdoch, followed by share withholding to cover taxes (37,479; 6,171; 7,964). The signature by an attorney-in-fact and the explanatory footnotes clarify these were vesting-related settlements and tax-withholding events. The filing contains no indications of extraordinary governance actions, pledges, or transfers to related parties beyond the fee-and-tax mechanics documented.

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

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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^*

MURDOCH KEITH RUPERT

(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
	Officer (give title below)	X	Other (specify below)
			Chairman Emeritus

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		71,779(1)	A	(2)	71,779	D
Class A Common Stock	08/15/2025		F		37,479(3)	D	$29.8	34,300	D
Class A Common Stock	08/15/2025		D		34,300	D	$29.8	0	D
Class A Common Stock	08/15/2025		M		10,931(4)	A	(5)	10,931	D
Class A Common Stock	08/15/2025		F		6,171(3)	D	$29.8	4,760	D
Class A Common Stock	08/15/2025		D		4,760	D	$29.8	0	D
Class A Common Stock	08/15/2025		M		14,108(4)	A	(5)	14,108	D
Class A Common Stock	08/15/2025		F		7,964(3)	D	$29.8	6,144	D
Class A Common Stock	08/15/2025		D		6,144	D	$29.8	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
Cash-Settled Performance Stock Units	(6)	08/15/2025		M			71,779(1)	08/15/2025	08/15/2025	Class A Common Stock	71,779	(2)	0	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		M			10,931(4)	08/15/2025	08/15/2025	Class A Common Stock	10,931	(5)	0	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		M			14,108(4)	08/15/2025	08/15/2025	Class A Common Stock	14,108	(5)	14,113	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 cash-settled performance stock units.

2. The cash-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 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 cash-settled restricted stock units.

5. 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.

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

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

Remarks:

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch	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).
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FAQ

What transactions did Keith Rupert Murdoch report on News Corporation Form 4 (NWSA)?

The filing reports deemed settlements of 71,779 cash-settled performance stock units and 10,931 and 14,108 cash-settled restricted stock units on 08/15/2025, plus share withholding for taxes.

Were any shares sold on the open market according to the Form 4?

The Form 4 shows shares withheld upon vesting to satisfy tax obligations (withholding amounts 37,479, 6,171, 7,964 at $29.80), not open-market discretionary sales disclosed as separate transactions.

What price is reported for the withholding transactions on the Form 4?

The withholding transactions are reported at a price of $29.80 per share.

How many Class A shares were reported as beneficially owned after the transactions?

The filing shows resulting beneficial ownership entries of 0 for certain tranches and an entry of 14,113 shares beneficially owned following one reported transaction line.

What date were the transactions reported on the Form 4?

All reported transactions in the Form 4 occurred on 08/15/2025.