[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report disclosing that copies of information provided to the Australian Securities Exchange are attached as Exhibit 99.1 and Exhibit 99.2. The filing states these materials contain forward-looking statements, including the company’s intent to repurchase, from time to time, Class A and Class B common stock. The statements are described as management’s expectations and are qualified by uncertainty and risk factors such as market price movements, general market conditions and applicable securities laws. The filing notes that forward-looking statements are made only as of the report date and that the company does not undertake to update them publicly except as required by law.

Positive

• Company disclosed repurchase intent for both Class A and Class B common stock, indicating potential shareholder-return activity
• Attachments provided to ASX increase transparency by sharing the same information with multiple markets

Negative

• No details on repurchase program size, timing or authorization, limiting assessment of material impact
• Forward-looking statements are qualified and the company disclaims obligation to update them, reducing forward clarity

Insights

Securities Analyst

TL;DR: News Corp disclosed ASX materials and reiterated a non-specific share repurchase intent; details and timing are not provided.

The filing is concise and largely procedural: it attaches ASX disclosures as exhibits and highlights the presence of forward-looking statements, notably the company’s intent to repurchase Class A and Class B common stock from time to time. From an investor-impact perspective this is informational rather than transformative—a stated repurchase intent can be positive for shareholder returns, but the filing lacks size, timing or authorization details that determine materiality. Absent concrete repurchase amounts, authorization limits, or program duration, the market impact should be limited until further details are released.

Corporate Governance Expert

TL;DR: The report is a routine disclosure emphasizing forward-looking statement protections and does not provide actionable governance changes.

The document follows standard disclosure practice by attaching ASX communications and including forward-looking statement disclaimers. The mention of intent to repurchase stock signals potential capital allocation activity but lacks board resolutions, buyback plan terms, or treasury share parameters. For governance assessment, there is no indication of a new policy, executive change, or material transaction; the filing should be viewed as preparatory notification pending detailed exhibits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events. 

As previously reported, under each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Programs, if any. The Company also discloses information concerning the Repurchase Programs in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEWS CORPORATION (REGISTRANT)
			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: September 23, 2025

FAQ

What did News Corp (NWSAL) disclose in this 8-K?

The company attached information provided to the ASX as Exhibit 99.1 and 99.2 and noted those materials contain forward-looking statements, including an intent to repurchase Class A and Class B common stock.

Does the filing specify the size or timing of the share repurchases?

No. The filing states an intent to repurchase shares from time to time but provides no numeric size, timing, or authorization details.

Are the forward-looking statements binding and will they be updated?

The filing says forward-looking statements are made only as of the report date and the company does not undertake to publicly update them except as required by law.

Were any financial statements or earnings figures included in the 8-K?

No. The content includes exhibits and forward-looking disclaimers but does not contain financial statements or earnings data.

Where can I find the attached ASX materials referenced in the filing?

The filing identifies Exhibit 99.1 and Exhibit 99.2 as the attached ASX materials; those exhibits should be available with the 8-K filing on the SEC EDGAR system or the company's investor relations site.