NWSA Form 4: CEO Receives Large Awards and Reports Withholding Sales
Rhea-AI Filing Summary
Robert J. Thomson, Director and Chief Executive Officer of News Corporation, reported multiple equity award settlements and related share withholding on 08/15/2025. Cash-settled performance stock units equivalent to 396,446 Class A shares were deemed settled. Various cash-settled restricted stock units also settled or were granted: 43,731, 37,626, 35,051 and a new grant of 95,637 units (vesting in thirds in 2026–2028). Share withholding to cover taxes reduced share counts after settlement (e.g., 214,202 withheld leaving 182,244; similar withholdings of 23,156, 19,923 and 18,560). Several disposals at $29.80 per share were reported, leaving some positions at zero.
Positive
- The reporting person received a large performance-based award equivalent to 396,446 Class A shares, indicating performance alignment in CEO compensation.
- A new fiscal 2026 long-term equity award of 95,637 RSUs vests in thirds (2026–2028), supporting executive retention.
Negative
- Significant share withholding and disposals occurred on 08/15/2025, including 214,202 shares withheld and multiple disposals at $29.80, reducing some positions to zero.
- Several previously-held positions were fully disposed of at the reported price, which may be perceived as insider selling despite tax-withholding context.
Insights
TL;DR: CEO received substantial incentive awards with simultaneous tax-withholding sales, resulting in mixed signal—compensation alignment but material insider disposals.
The report shows large cash-settled performance and restricted stock units converting into Class A economic equivalents totaling material amounts (396,446 PSUs and combined RSUs exceeding 176,000 before the new grant). Tax-withholding transactions reduced net share counts and several disposals were executed at $29.80 per share. For investors, the grants indicate continued executive compensation tied to performance and retention, while the reported disposals reflect routine tax-related sales rather than open-market opportunistic selling as described in the filing.
TL;DR: Governance signals are standard: performance-based awards and time-vested RSUs plus tax withholding; filings appear procedurally routine.
The Form 4 documents cash-settled awards and withholding consistent with typical executive compensation administration. The new fiscal 2026 long-term equity award of 95,637 RSUs vests over three years, reinforcing retention incentives. The filing is transparent about dividend equivalents and withholding; no unusual transfer vehicles or indirect ownership changes are disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Cash-Settled Performance Stock Units | 396,446 | $0.00 | -- |
| Exercise | Cash-Settled Restricted Stock Units | 43,731 | $0.00 | -- |
| Exercise | Cash-Settled Restricted Stock Units | 37,626 | $0.00 | -- |
| Exercise | Cash-Settled Restricted Stock Units | 35,051 | $0.00 | -- |
| Grant/Award | Cash-Settled Restricted Stock Units | 95,637 | $0.00 | -- |
| Exercise | Class A Common Stock | 396,446 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 214,202 | $29.80 | $6.38M |
| Disposition | Class A Common Stock | 182,244 | $29.80 | $5.43M |
| Exercise | Class A Common Stock | 43,731 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 23,156 | $29.80 | $690K |
| Disposition | Class A Common Stock | 20,575 | $29.80 | $613K |
| Exercise | Class A Common Stock | 37,626 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 19,923 | $29.80 | $594K |
| Disposition | Class A Common Stock | 17,703 | $29.80 | $528K |
| Exercise | Class A Common Stock | 35,051 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 18,560 | $29.80 | $553K |
| Disposition | Class A Common Stock | 16,491 | $29.80 | $491K |
Footnotes (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. 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. Represents shares withheld upon vesting of applicable incentive award to satisfy tax withholding obligations. 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. 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. Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2026 long-term equity incentive award. The cash-settled restricted stock units will vest in thirds on August 15, 2026, 2027 and 2028, subject to time-based vesting conditions.
FAQ
What transactions did Robert J. Thomson report on the Form 4 for NWSA?
Do the awards include dividend equivalents or special vesting terms?
What is the reporting person's role at News Corporation?
