[Form 4] News Corporation Insider Trading Activity

Rhea-AI Filing Summary

David B. Pitofsky, General Counsel of News Corporation, reported multiple equity transactions on 08/15/2025 for News Corp (Class A Common Stock). The filing shows 61,012 stock-settled performance stock units deemed settled into 61,012 shares and several stock-settled restricted stock unit settlements totaling 49,352 restricted stock units (9,293; 8,313; 7,746; plus an award of 24,160). Some shares were withheld for taxes on vesting (28,707, 5,140, 4,598, 4,284) and a separate sale of 43,635 shares occurred at a weighted-average price of approximately $29.7271 per share. Following these transactions, the filing lists various resulting beneficial ownership balances (for example, 83,291 and other class totals) reported as direct ownership.

Positive

• Settlement of 61,012 performance stock units into Class A shares, reflecting earned long-term incentives
• Granted 24,160 restricted stock units as part of fiscal 2026 long-term equity incentive award

Negative

• Sale of 43,635 Class A shares at a weighted-average price of approximately $29.7271, reducing insider share holdings
• Multiple share-withholdings for tax obligations (28,707; 5,140; 4,598; 4,284), which lowered reported beneficial ownership

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withhold sales; not a governance red flag on its face.

The Form 4 discloses standard compensation settlements: performance stock units and restricted stock units converted to Class A shares and customary withholding of shares to meet tax obligations. The filing also reports an open-market sale of 43,635 shares at a disclosed weighted-average price, which appears tied to liquidity or tax management rather than an unexpected governance event. This pattern is typical following scheduled vesting and annual equity awards.

Securities Analyst

TL;DR: Compensation-driven share issuance and modest insider sale; impact is likely neutral to investor valuations.

The material items are the settlement of 61,012 performance units and multiple restricted stock unit settlements totaling 49,352 units, increasing share count to the reporting person, offset in part by share-withholdings and a market sale of 43,635 shares at ~$29.73. These transactions reflect dilution from compensation and routine insider liquidity; they do not disclose material corporate developments or performance data.

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

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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^*

Pitofsky David B

(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)
	General Counsel

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		61,012(1)	A	(2)	144,303	D
Class A Common Stock	08/15/2025		F		28,707(3)	D	$29.8	115,596	D
Class A Common Stock	08/15/2025		M		9,293(4)	A	(5)	124,889	D
Class A Common Stock	08/15/2025		F		5,140(3)	D	$29.8	119,749	D
Class A Common Stock	08/15/2025		M		8,313(4)	A	(5)	128,062	D
Class A Common Stock	08/15/2025		F		4,598(3)	D	$29.8	123,464	D
Class A Common Stock	08/15/2025		M		7,746(4)	A	(5)	131,210	D
Class A Common Stock	08/15/2025		F		4,284(3)	D	$29.8	126,926	D
Class A Common Stock	08/15/2025		S		43,635	D	$29.7271(6)	83,291	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 Performance Stock Units	(7)	08/15/2025		M			61,012(1)	08/15/2025	08/15/2025	Class A Common Stock	61,012	(2)	0	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			9,293(4)	08/15/2025	08/15/2025	Class A Common Stock	9,293	(5)	0	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			8,313(4)	08/15/2025	08/15/2025	Class A Common Stock	8,313	(5)	8,318	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		M			7,746(4)	08/15/2025	08/15/2025	Class A Common Stock	7,746	(5)	15,497	D
Stock-Settled Restricted Stock Units	(8)	08/15/2025		A		24,160(9)		(10)	(10)	Class A Common Stock	24,160	$0	24,160	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 stock-settled performance stock units.

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

5. 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.

6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.720 to $29.765, inclusive. The reporting person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

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

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

10. 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 David B. Pitofsky	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

Who filed the Form 4 for News Corporation (NWSA)?

The filing was made by David B. Pitofsky, who is identified as General Counsel and an officer of News Corporation.

What equity awards settled on 08/15/2025 for NWSA?

The filing shows 61,012 stock-settled performance stock units and multiple stock-settled restricted stock units totaling 49,352 (including a 24,160 grant) deemed settled on 08/15/2025.

How many shares were sold and at what price?

A total of 43,635 Class A shares were sold on 08/15/2025 at a weighted-average price of approximately $29.7271 per share (transaction prices ranged $29.720–$29.765).

Were any shares withheld for taxes upon vesting?

Yes. The filing reports shares withheld upon vesting of awards totaling 28,707, 5,140, 4,598, and 4,284 in separate withholding events.

What is the reported nature of ownership after these transactions?

The Form 4 reports resulting direct beneficial ownership balances for the reporting person after each transaction (examples include 83,291, 123,464, and 131,210 shares shown in the filing).