[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Form 8-K reporting that it provided information to the ASX via Exhibits 99.1 and 99.2 and that those exhibits include forward-looking statements. The filing states the company intends, from time to time, to repurchase both Class A and Class B common stock, and explains these statements are based on management's current expectations and subject to risks that could cause actual results to differ materially. The filing also disclaims any obligation to update forward-looking statements except as required by law and identifies that the exhibits are furnished under Item 9.01.

Positive

• Company disclosed intent to repurchase both Class A and Class B common stock, signalling potential shareholder-return focus

Negative

• No material details provided on repurchase size, timing, authorization, or funding, limiting the disclosure's immediate market significance

Insights

Financial Analyst

TL;DR: Routine 8-K disclosing share repurchase intent and forward-looking disclaimers; no material financials disclosed.

The filing furnishes material provided to the ASX and reiterates that the company may repurchase Class A and Class B shares from time to time. There are no new financial statements, transaction details, repurchase authorization size, timing, or funding sources disclosed in the text provided, so the market-impact is limited until more specifics are released. The forward-looking language and risk disclaimers are standard; investors should look to the referenced exhibits for any additional operational detail.

Corporate Governance Expert

TL;DR: Disclosure aligns with routine governance practices but lacks specific board authorization or buyback parameters.

The company appropriately furnished the ASX materials and included customary forward-looking statement disclaimers. Stating an intent to repurchase shares is shareholder-friendly in principle, but the absence of explicit authorization limits the filing's practical significance. Governance considerations such as board approval, program caps, or repurchase mechanisms are not present in the provided content; those items would determine the true governance and capital-allocation impact.

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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 23, 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 24, 2025

FAQ

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

The filing states News Corp furnished information to the ASX (Exhibits 99.1 and 99.2) and includes forward-looking statements, including an intent to repurchase Class A and Class B common stock.

Does the 8-K specify the size or timing of the share repurchase program?

No. The provided text does not disclose any specific repurchase amounts, timing, or authorization limits.

Are there financial statements or earnings data included in this filing?

No. The filing references exhibits furnished under Item 9.01 but does not include financial statements or earnings figures in the provided content.

Does News Corp commit to updating its forward-looking statements?

No. The company expressly disclaims any obligation to update forward-looking statements except as required by law or regulation.

Where can I find the detailed information referenced in the 8-K?

The filing indicates Exhibits 99.1 and 99.2 were provided to the ASX; those exhibits should contain the detailed information referenced.