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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Thomson Robert J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		396,446(1)	A	(2)	396,446	D
Class A Common Stock	08/15/2025		F		214,202(3)	D	$29.8	182,244	D
Class A Common Stock	08/15/2025		D		182,244	D	$29.8	0	D
Class A Common Stock	08/15/2025		M		43,731(4)	A	(5)	43,731	D
Class A Common Stock	08/15/2025		F		23,156(3)	D	$29.8	20,575	D
Class A Common Stock	08/15/2025		D		20,575	D	$29.8	0	D
Class A Common Stock	08/15/2025		M		37,626(4)	A	(5)	37,626	D
Class A Common Stock	08/15/2025		F		19,923(3)	D	$29.8	17,703	D
Class A Common Stock	08/15/2025		D		17,703	D	$29.8	0	D
Class A Common Stock	08/15/2025		M		35,051(4)	A	(5)	35,051	D
Class A Common Stock	08/15/2025		F		18,560(3)	D	$29.8	16,491	D
Class A Common Stock	08/15/2025		D		16,491	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			396,446(1)	08/15/2025	08/15/2025	Class A Common Stock	396,446	(2)	0	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		M			43,731(4)	08/15/2025	08/15/2025	Class A Common Stock	43,731	(5)	0	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		M			37,626(4)	08/15/2025	08/15/2025	Class A Common Stock	37,626	(5)	37,631	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		M			35,051(4)	08/15/2025	08/15/2025	Class A Common Stock	35,051	(5)	70,106	D
Cash-Settled Restricted Stock Units	(7)	08/15/2025		A		95,637(8)		(9)	(9)	Class A Common Stock	95,637	$0	95,637	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.

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

9. The cash-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 Robert J. Thomson	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 Robert J. Thomson report on the Form 4 for NWSA?

The filing reports deemed settlements of 396,446 performance stock units and multiple restricted stock unit settlements/grants (including 43,731, 37,626, 35,051, and a new grant of 95,637 RSUs) on 08/15/2025.

Were any shares sold and at what price according to the Form 4?

Yes. The Form 4 shows dispositions labeled with transaction code F and D at a price of $29.80 per share on 08/15/2025.

How many shares were withheld for tax obligations in this filing?

The filing reports withholding amounts including 214,202, 23,156, 19,923, and 18,560 shares to satisfy tax withholding upon vesting.

Do the awards include dividend equivalents or special vesting terms?

Yes. The filing states dividend equivalents accrued on performance and restricted units and that the new 95,637 RSUs vest in thirds on August 15, 2026, 2027, and 2028.

What is the reporting person's role at News Corporation?

Robert J. Thomson is listed as a Director and Chief Executive Officer of News Corporation in the filing.