NWSA Insider Filing: 13,365 RSUs Granted; 10,582 Shares Sold at $29.94

Rhea-AI Filing Summary

Marygrace DeGrazio, Chief Accounting Officer of News Corporation (NWS), reported multiple equity transactions on 08/15/2025. The filing shows the settlement and grant of stock-settled restricted stock units (RSUs) and related share withholding and a market sale. Specifically, RSUs of 6,516, 5,826, and 4,731 were deemed settled on 08/15/2025 and a fiscal 2026 long-term equity award of 13,365 RSUs was granted. To satisfy tax withholding, 2,477, 2,215, and 1,799 shares were withheld at $29.80 per share. The reporting person sold 10,582 shares at $29.94, and the filing lists resulting beneficial ownership positions after the transactions.

Positive

• Receipt of long-term equity award: a fiscal 2026 grant of 13,365 RSUs was recorded.
• Settlement of RSUs: three stock-settled RSU settlements of 6,516, 5,826, and 4,731 were deemed settled on 08/15/2025.
• Transparent reporting: the Form 4 lists specific share counts, withholding amounts, and sale price, enabling clear tracking of insider activity.

Negative

• Share disposals: a market sale of 10,582 shares was executed at $29.94, reducing beneficial ownership.
• Share withholding for taxes: withholding of 2,477, 2,215, and 1,799 shares at $29.80 decreased the net shares retained following vesting.

Insights

Securities/Insider Transactions Analyst

TL;DR: Insider received and settled RSUs, used share withholding for taxes, and sold shares on the same date.

The Form 4 documents multiple contemporaneous actions on 08/15/2025: settlement of previously awarded stock-settled restricted stock units and a new fiscal 2026 long-term equity award, alongside customary share withholding to satisfy tax obligations and a discrete market sale of 10,582 shares at $29.94. These are routine compensation-related transactions for an officer and are disclosed under Section 16 reporting rules. The filing provides specific share counts and withholding prices, allowing precise tracking of the officer's post-transaction holdings as reported.

Corporate Governance Specialist

TL;DR: Transactions reflect compensation vesting and tax-related share withholding, with one open-market sale disclosed.

The report indicates time-based vesting activity (settlement of RSUs) and a new long-term equity award granted as part of fiscal 2026 compensation. Tax withholding is shown via share-withholdings at $29.80 per share, and a sale of 10,582 shares at $29.94 is reported. These disclosures align with standard insider reporting practices and identify the reporting person as an officer (Chief Accounting Officer). The filing is complete in listing amounts, prices, and dates for each reported action.

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^*

DeGrazio Marygrace

(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 Accounting 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		6,516(1)	A	(2)	28,238	D
Class A Common Stock	08/15/2025		F		2,477(3)	D	$29.8	25,761	D
Class A Common Stock	08/15/2025		M		5,826(1)	A	(2)	31,587	D
Class A Common Stock	08/15/2025		F		2,215(3)	D	$29.8	29,372	D
Class A Common Stock	08/15/2025		M		4,731(1)	A	(2)	34,103	D
Class A Common Stock	08/15/2025		F		1,799(3)	D	$29.8	32,304	D
Class A Common Stock	08/15/2025		S		10,582	D	$29.94	21,722	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			6,516(1)	08/15/2025	08/15/2025	Class A Common Stock	6,516	(2)	0	D
Stock-Settled Restricted Stock Units	(4)	08/15/2025		M			5,826(1)	08/15/2025	08/15/2025	Class A Common Stock	5,826	(2)	5,832	D
Stock-Settled Restricted Stock Units	(4)	08/15/2025		M			4,731(1)	08/15/2025	08/15/2025	Class A Common Stock	4,731	(2)	9,466	D
Stock-Settled Restricted Stock Units	(4)	08/15/2025		A		13,365(5)		(6)	(6)	Class A Common Stock	13,365	$0	13,365	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 Marygrace DeGrazio	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 insider reported the Form 4 for NWS (NWSA)?

The Form 4 was filed for Marygrace DeGrazio, who is reported as Chief Accounting Officer.

What equity awards were granted or settled on 08/15/2025?

Stock-settled restricted stock units of 6,516, 5,826, and 4,731 were deemed settled, and a fiscal 2026 long-term equity award of 13,365 RSUs was granted.

Did the reporting person sell any News Corporation shares?

Yes. The filing reports a sale of 10,582 shares on 08/15/2025 at a price of $29.94 per share.

Were any shares withheld to satisfy tax obligations?

Yes. The filing shows shares withheld upon vesting: 2,477, 2,215, and 1,799, each reported with a withholding price of $29.80.

What is the nature of the RSUs reported?

The filing states each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation Class A Common Stock and dividend equivalents accrued during vesting are included.