Three Family Trusts Dump All NWSA Holdings in Underwritten Offering and Purchase

Rhea-AI Filing Summary

Three family trusts tied to the Murdoch family reported disposition of all their remaining News Corp shares. On 09/10/2025 the reporting trusts sold a total of 14,071,293 Class B shares in an underwritten offering and sold an additional 24,256,641 Class B shares and 7,125 Class A shares in transactions that transferred those shares to LGC Holdco, LLC. The trusts received proceeds at prices disclosed in the filing ($31.98 and $33.99 per share) and, following the offering and purchase, the filing states that none of the reporting trusts retain any direct or indirect interest in the issuer. The Form 4 is filed jointly by the three trusts and signed by their trustees.

Positive

• Large portion of shares sold through an underwritten offering, which can provide price discovery and liquidity
• Major transacting party identified (LGC Holdco, LLC) as the acquirer for a significant block, providing clarity on buyer for part of the sale

Negative

• Reporting trusts sold all reported holdings, leaving them with no direct or indirect interest in the issuer
• Substantial volume disposed: combined sale of 38,333,059 shares across Class A and Class B
• Potential reduction in insider ownership and voting influence from these Murdoch-linked trusts

Insights

Securities Analyst

TL;DR: Significant insider divestiture: three Murdoch family trusts sold all reported Class A and B shares, via an underwritten offering and a purchase by LGC Holdco.

The filing documents large, coordinated dispositions totaling 38,333,059 shares across Class A and Class B at reported prices of $31.98 and $33.99. The sales were executed as an underwritten offering and a separate series of transactions culminating in acquisition by LGC Holdco, LLC. Post-transaction, the reporting trusts state they hold no direct or indirect interest. For investors this materially reduces the reported insider stake from these trusts and may alter the voting/ownership composition, though the filing does not quantify pre-transaction total ownership percentages or identify economic beneficiaries beyond beneficiary names.

Corporate Governance Expert

TL;DR: Coordinated trust transfers and public offering eliminated these trusts' beneficial ownership, raising governance and control considerations.

The disclosure shows an intra-family transfer of approximately 50% of shares from the Murdoch Family Trust to multiple trusts on 09/06/2025 followed by large disposals on 09/10/2025. The joint filing and disclaimers indicate group status under Section 13(d) but also disclaimers of beneficial ownership except for pecuniary interest. The transactions remove these specific trusts from ownership rolls, which could shift voting influence depending on how LGC Holdco aggregates holdings. The filing lacks detail on LGC Holdco's ultimate ownership or any changes to board composition or control agreements.

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
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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^*

MFT SH Family Trust

(Last) (First) (Middle)

JESSE ANGELO

421 HUDSON STREET APT. 410

(Street)

NEW YORK NY 10014-3649

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/10/2025		S		7,125(1)(4)(5)(6)(7)	D	$33.99	0	D
Class B Common Stock	09/10/2025		S		24,256,641(2)(4)(5)(6)(7)	D	$33.99	0	D
Class B Common Stock	09/10/2025		S		14,071,293(3)(4)(5)(6)(7)	D	$31.98	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

1. Name and Address of Reporting Person^*

MFT SH Family Trust

(Last) (First) (Middle)

JESSE ANGELO

421 HUDSON STREET APT. 410

(Street)

NEW YORK NY 10014-3649

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EM 2025 Family Trust

(Last) (First) (Middle)

RISE FIDUCIARY SERVICES II LLC

C/O M. CARANO, 100 W. LIBERTY ST., 10 FL

(Street)

RENO NV 89501

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MacLeod Family Discretionary Trust

(Last) (First) (Middle)

EBOR MANAGEMENT COMPANY LIMITED

P.O. BOX 1905

(Street)

JACKSON WY 83001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Consists of 2,375 shares of class A common stock of the issuer ("Class A Shares") sold by each of MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust (collectively, the "Reporting Persons").

2. Consists of 8,085,547 shares of class B common stock of the issuer ("Class B Shares") sold by each of the Reporting Persons.

3. Consists of 4,690,431 Class B Shares sold by each of the Reporting Persons.

4. As a result of certain agreements entered into by and among the Reporting Persons and certain other stockholders of the issuer, the Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 and may be deemed to share beneficial ownership of the shares of class A common stock and class B common stock reported herein (the "Shares"). Each of the Reporting Persons disclaims beneficial ownership of any such Shares, except to the extent of its respective pecuniary interest therein.

5. Each of the Reporting Persons is a trust established by the trustee of the Mudoch Family Trust (the "MFT") for the benefit of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations.

6. On September 6, 2025, the MFT transferred (i) approximately 50% of the Class A Shares and 50% of the Class B Shares held by the MFT to the Reporting Persons and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations. On September 10, 2025, the Reporting Persons sold a total of (i) 14,071,293 Class B Shares in an underwritten offering (the "Underwritten Offering") and (ii) 7,125 Class A Shares and 24,256,641 Class B Shares in a series of transactions where they were ultimately acquired by LGC Holdco, LLC (the "Purchase").

7. As a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the issuer.

Remarks:

Pursuant to Instruction 5(b)(v), this Form 4 is filed jointly by MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust.

	/s/ Jesse Angelo, trustee of the MFT SH Family Trust	09/10/2025
	/s/ Paula Wardynski, trustee of the EM 2025 Family Trust	09/10/2025
	/s/ Patricia Overdyke, trustee of the MacLeod Family Discretionary Trust	09/10/2025
	** 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 did the Form 4 filed for NWSA report on 09/10/2025?

The Form 4 reports that three Murdoch-linked family trusts sold a combined total of 7,125 Class A shares and 38,325,934 Class B shares (noting discrete lots of 14,071,293, 24,256,641 and 8,085,547 in explanations) via an underwritten offering and purchases ultimately acquired by LGC Holdco, LLC.

How many Class B shares were sold in the underwritten offering?

The filing indicates 14,071,293 Class B shares were sold in the underwritten offering.

At what prices were the shares sold according to the filing?

The Form 4 lists sale prices of $33.99 per share for certain transactions and $31.98 per share for the 14,071,293 Class B shares.

Do the reporting trusts retain any ownership after the transactions?

No. The filing states that as a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the issuer.

Who filed the Form 4 on behalf of the trusts?

The Form 4 was filed jointly by MFT SH Family Trust, EM 2025 Family Trust, and MacLeod Family Discretionary Trust and signed by trustees Jesse Angelo, Paula Wardynski, and Patricia Overdyke.