[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed an 8-K reporting material information provided to the ASX and reiterated its intention to repurchase, from time to time, both Class A and Class B common stock. The filing attaches Exhibits 99.1 and 99.2 containing the disclosures provided to the ASX and includes customary forward-looking statement language noting that actual results may differ due to market conditions, securities laws, and other risks. The company also states it has no obligation to update forward-looking statements except as required by law.

Positive

• Disclosure of repurchase intent for both Class A and Class B common stock, signaling potential capital return to shareholders
• Exhibits provided to the ASX increase transparency by sharing the same information with a major market regulator

Negative

• No quantitative details on repurchase authorization, size, timing, or funding source were provided in the filing
• Forward-looking statements are expressly qualified by risks and the company disclaims any obligation to update them, limiting future clarity

Insights

Financial Analyst

TL;DR: Routine capital allocation disclosure indicating an opportunistic share repurchase program, with standard forward-looking disclaimers.

The filing communicates an intent to repurchase Class A and Class B common stock on an opportunistic basis and provides the ASX disclosures as exhibits. This is a common mechanism for returning capital and can be accretive if repurchases occur at attractive prices, but the filing contains no authorization amount, timetable, or impact on outstanding shares or liquidity. The forward-looking language underscores uncertainty and limits the companys obligation to update projections.

Corporate Governance Expert

TL;DR: Governance disclosure is standard; transparency on repurchase intent is positive but lacks material specifics.

The company appropriately disclosed material information to a market regulator and included forward-looking statement cautions. From a governance perspective, announcing repurchase intent without quantifying authorization or governance controls provides limited actionable information for investors. The absence of specifics means stakeholders cannot assess board oversight, funding sources, or timing.

0001564708false00015647082025-09-182025-09-180001564708us-gaap:CommonClassAMember2025-09-182025-09-180001564708us-gaap:CommonClassBMember2025-09-182025-09-18

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 18, 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 19, 2025

FAQ

Does News Corp (NWSAL) plan to repurchase shares?

The filing states the company intends to repurchase Class A and Class B common stock from time to time, but does not provide amounts or schedule.

Where can I find the details News Corp provided to the ASX?

The company attached Exhibit 99.1 and Exhibit 99.2 to the 8-K, which contain the information provided to the ASX.

Will News Corp update its forward-looking statements?

The company states it does not undertake any obligation to publicly update forward-looking statements except as required by law.

Does the 8-K specify how many shares will be repurchased or the funding source?

No. The filing does not include quantitative authorizations, share counts, or funding details for repurchases.

Is this 8-K considered material for investors in NWSAL?

The filing reports material information provided to the ASX and a repurchase intent; however, because it lacks specifics, its immediate financial impact is uncertain.