News Corp SEC Filings

News Corporation entered a new stockholders agreement with LGC Holdco and family trusts for Lachlan, Grace and Chloe Murdoch and terminated a prior agreement with the Murdoch Family Trust. The new agreement largely matches the old one, including a cap that the Murdoch individuals, LGC Family Trusts and LGC Holdco together cannot control more than 44% of the voting power of Class B common stock, with votes forfeited if needed to stay under that level. It also gives the Company a right of first refusal on underwritten public offerings of Class B shares held by LGC Holdco or the LGC Family Trusts and provides those holders with registration rights.

Separately, trusts for Prudence MacLeod, Elisabeth Murdoch and James Murdoch sold 14,071,293 Class B shares to Morgan Stanley & Co. LLC at $31.98 per share in a fully secondary offering under an existing shelf registration. The Company did not sell any shares and received no proceeds from this transaction.

Murdoch Family Trust and Cruden Financial Services LLC reported internal transfers of News Corp shares on 09/06/2025. The filing discloses that the Murdoch Family Trust transferred approximately 50% of its Class A and Class B common stock to three trusts for Prudence MacLeod, Elisabeth Murdoch and James Murdoch ("Departing Member Trusts") and transferred the remaining Class A and Class B shares to three trusts for Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch ("LGC Family Trusts"). The LGC Family Trusts contributed their shares to LGC Holdco, LLC, which is owned by those trusts and initially managed by Cruden. Table I shows dispositions coded J(1)(2): 14,250 Class A shares and 76,655,870 Class B shares were disposed with a reported price of $0, resulting in 0 shares beneficially owned by the reporting entities after the transactions. Cruden is the initial sole trustee/manager and may be deemed to beneficially own the transferred shares but disclaims any pecuniary interest.

News Corporation is registering a secondary offering of 14,071,293 Class B shares being sold by selling stockholders; the Company will not receive proceeds. The prospectus states the underwriter is Morgan Stanley and that the underwriter agreed to purchase the shares from the selling stockholders at $31.98 per share, representing gross proceeds to the selling stockholders of approximately $450 million. The filing discloses a family ownership restructuring: transfers from the Murdoch Family Trust to Departing Member Trusts and to newly formed LGC Holdco, which, after the transactions, will beneficially own approximately 62,584,577 Class B shares (about 33.2% of Class B outstanding). LGC Holdco borrowed $1,000 million under a collateralized loan secured by pledged Class B shares; the lender may foreclose on pledged shares upon customary events. The prospectus highlights lock-up periods, a New Stockholders Agreement limiting combined voting power to 44%, and standard risk-factor disclosures about market volatility and concentration of ownership.

News Corporation reported that the trustee and beneficiaries of the Murdoch Family Trust reached a mutual resolution of legal proceedings in Nevada concerning the trust. As part of the outcome, new trusts will be created for the benefit of Lachlan Murdoch, Grace Murdoch and Chloe Murdoch, and Prudence MacLeod, Elisabeth Murdoch and James Murdoch will no longer be beneficiaries of any trust holding News Corporation shares. The company also announced that trusts for these departing beneficiaries, their descendants and related charitable organizations intend to offer approximately 14.2 million shares of Class B common stock in an underwritten public offering. All proceeds from this secondary offering will go to the selling stockholders, while News Corporation will not sell any shares or receive any proceeds, and completion of the offering remains subject to market and other conditions.

News Corporation filed a prospectus supplement for a secondary offering in which selling stockholders will offer 14,182,161 shares of Class B common stock; the company itself is not selling any shares and will receive no proceeds. The filing states the last Nasdaq sale price for Class B on September 5, 2025 was $33.40 per share. Recent related transactions include a mutual resolution terminating Nevada litigation involving the Murdoch Family Trust and a reorganization of trust ownership: 50% of MFT shares were transferred to Departing Member Trusts and 50% to newly formed LGC Family Trusts, which contributed shares to LGC Holdco. LGC Holdco borrowed $1,000 million under a collateralized loan secured by 30,404,378 Class B shares (and certain FOX shares) and, after the transactions, LGC Holdco will beneficially own 62,473,709 Class B shares (approximately 33.1% of outstanding Class B). A New Stockholders Agreement preserves an Ownership Threshold limiting collective voting power to 44% and includes customary registration rights and a right of first refusal. Lock-up arrangements, standstill covenants for Departing Members, and potential lender foreclosure rights on pledged shares are disclosed.

News Corporation filed a current report attaching two exhibits provided to the ASX that include the company's forward-looking statements about its intent to repurchase both Class A and Class B common stock from time to time. The filing emphasizes that these repurchase intentions reflect management's current expectations and are subject to uncertainty, including market conditions, applicable securities laws and other factors disclosed in the company's SEC filings. The company states it has no obligation to update those forward-looking statements publicly except as required by law.

Insider stock activity for News Corporation (NWS)

Julian Delany, Chief Technology Officer, reported settlement of multiple time‑based cash‑settled restricted stock units (RSUs). The RSUs vested on August 15, 2025 and were settled on August 29, 2025 for share equivalents of Class A Common Stock. Dividend equivalents accrued during vesting were included. A portion of shares was withheld to satisfy tax obligations at the stated per‑share price of $29.80 for the withheld amounts. Reported post‑transaction beneficial ownership counts are shown per line in the filing.

News Corporation filed an 8-K reporting that it provided information to the ASX as exhibits to the filing. The disclosed exhibits include statements that contain forward-looking statements about the company's intent to repurchase both Class A and Class B common stock from time to time.

The company emphasizes that these repurchase statements reflect management's current expectations, are subject to uncertainty and market conditions, and may change. It also states it has no obligation to update those forward-looking statements except as required by law.

News Corporation filed a Current Report on Form 8-K reporting that it provided information to the ASX via Exhibits 99.1 and 99.2 related to a material event dated August 22, 2025. The filing explicitly states forward-looking statements within those exhibits, including the Company's intent to repurchase its Class A and Class B common stock from time to time. The company says these statements reflect management's current expectations and are subject to market, legal and other risks, and it does not undertake any obligation to publicly update forward-looking statements except as required by law. The filing lists Item 9.01(d) with the referenced exhibits.