NWSAL 8-K: ASX Exhibits Filed; Company Notes Share Repurchase Intent

Rhea-AI Filing Summary

News Corporation filed a Current Report on Form 8-K reporting that it provided information to the ASX as exhibits and disclosed forward-looking statements relating to its intent to repurchase Class A and Class B common stock. The filing states the exhibits (99.1 and 99.2) contain forward-looking statements about buybacks and that actual results may differ due to market conditions, securities laws and other risks described in the company's SEC filings. The company says these forward-looking statements are made only as of the report date and that it does not undertake to update them except as required by law.

Positive

• Company disclosed intent to repurchase Class A and Class B common stock, indicating potential shareholder-return considerations
• Exhibits furnished to ASX, enhancing cross-market transparency by sharing information with an international exchange

Negative

• No quantitative details provided on repurchase size, timing, authorization or funding, limiting investor assessment
• Forward-looking statements are expressly qualified and not updated, reducing informational value about future actions

Insights

Securities Analyst

TL;DR: Routine disclosure of exhibits and non-specific buyback intent; limited new information for investors.

The filing primarily notes that News Corporation furnished copies of materials to the ASX as Exhibits 99.1 and 99.2 and reiterates that those exhibits include forward-looking statements regarding an intent to repurchase Class A and Class B shares. The disclosure is procedural and lacks quantitative detail on timing, scale or authorization for repurchases, limiting its immediate impact on valuation. Investors must consult the referenced exhibits or prior SEC filings for fuller context on risks and any repurchase program mechanics.

Corporate Governance Specialist

TL;DR: Standard 8-K exhibit filing with forward-looking disclaimer; governance implications depend on exhibit content.

This Form 8-K serves to furnish information rather than announce concrete corporate actions. The inclusion of buyback language is framed as intent and covered by forward-looking disclaimers, which is typical governance practice to limit obligation to update. Absent exhibit detail or board authorization referenced in the filing text, the disclosure does not confirm a formal repurchase program or material change in capital allocation policy.

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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 12, 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 15, 2025

FAQ

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

The company furnished Exhibits 99.1 and 99.2 to the ASX and noted those exhibits contain forward-looking statements about an intent to repurchase Class A and Class B common stock.

Does the filing specify how many shares News Corporation will repurchase?

No. The filing states an intent to repurchase shares but provides no quantitative details on number of shares, dollar amounts, timing or authorization.

Are the forward-looking statements binding or guaranteed?

No. The filing includes standard forward-looking disclaimers and states the company does not undertake to update those statements except as required by law.

Where can I find the actual exhibit content referenced in the 8-K?

The filing references Exhibits 99.1 and 99.2 furnished to the ASX; investors should review those exhibits and the company's SEC filings for full details and risk disclosures.

Does this 8-K report any earnings, major transactions, or material financial changes?

No. The filing does not include earnings, major transactions, or financial tables; it is limited to furnishing exhibits and forward-looking statements.