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[Form 3] NEWS CORP Initial Statement of Beneficial Ownership

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
3
Rhea-AI Filing Summary

The filing reports an initial Form 3 disclosing that on September 6-7, 2025, the Murdoch Family Trust split and transferred its News Corp shares into new family trusts and then into LGC Holdco, LLC. LGC Holdco holds 7,125 Class A shares and 38,327,936 Class B shares of the issuer. LGC Holdco is owned by the LGC Family Trusts and managed by Cruden 2, LLC. Under the governance effective September 10, 2025, voting and disposition decisions are, with limited exceptions, made solely by a single managing director of Cruden 2 appointed by Lachlan K. Murdoch; Michael Roberson currently serves in that role but disclaims beneficial ownership.

Positive
  • Consolidation of holdings into a single entity (LGC Holdco) which clarifies ownership structure
  • Clear governance framework established specifying decision authority for voting and disposition
Negative
  • Concentration of voting power in a single managing director appointed by Lachlan K. Murdoch, reducing dispersed shareholder influence
  • Potential control asymmetry as managing director makes voting/disposition decisions despite Mr. Roberson disclaiming beneficial ownership

Insights

TL;DR: Family trusts consolidated holdings into LGC Holdco, concentrating voting control under a Lachlan-appointed managing director.

The filing documents a structured transfer of News Corp Class A and Class B shares from the Murdoch Family Trust to individual family trusts and then into a single holding entity, LGC Holdco. The governance provision granting a single managing director the authority over voting and disposition—subject to limited exceptions—and that the director is appointed by Lachlan K. Murdoch, indicates centralized control over corporate voting power. For governance analysis, this raises clear concentration of control which may affect minority shareholder influence and proxy dynamics.

TL;DR: Significant share aggregation reported: 38.3 million Class B shares and 7,125 Class A shares now held by LGC Holdco.

The Form 3 quantifies the stake moved into LGC Holdco and documents the timeline: transfers on September 6-7, 2025 and governance effective September 10, 2025. The explicit disclaimer of beneficial ownership by Michael Roberson while he serves as managing director is noted, but the filing still attributes beneficial ownership to LGC Holdco and, indirectly, to the LGC Family Trusts. This consolidation is material for investor relations and may influence market perception of insider ownership and control structure.

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
LGC Holdco, LLC

(Last) (First) (Middle)
C/O MAUPIN, COX & LEGOY
4785 CAUGHLIN PARKWAY

(Street)
RENO NV 89519

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2025
3. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 7,125(1)(2) D(3)
Class B Common Stock 38,327,936(1)(2) D(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LGC Holdco, LLC

(Last) (First) (Middle)
C/O MAUPIN, COX & LEGOY
4785 CAUGHLIN PARKWAY

(Street)
RENO NV 89519

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cruden 2, LLC

(Last) (First) (Middle)
C/O MAUPIN, COX & LEGOY
4785 CAUGHLIN PARKWAY

(Street)
RENO NV 89519

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Roberson Michael Craig

(Last) (First) (Middle)
30 HASSAYAMPA TRL

(Street)
HENDERSON NV 89052

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On September 6, 2025, the Murdoch Family Trust (the "MFT") transferred (i) approximately 50% of the shares of Class A common stock, par value $0.01 per share ("Class A Shares"), of the Issuer and approximately 50% of the shares of Class B common stock, par value $0.01 per share ("Class B Shares"), of the Issuer held by the MFT to three trusts established by Cruden Financial Services LLC, the sole trustee of the MFT ("Cruden"), one for the benefit of each of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their respective descendants and charitable organizations, and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts established by Cruden, one for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations (collectively, the "LGC Family Trusts").
2. On September 7, 2025, the LGC Family Trusts contributed all of the Class A Shares and Class B Shares they own to LGC Holdco, LLC ("LGC Holdco").
3. LGC Holdco is owned by the LGC Family Trusts and managed by Cruden 2, LLC ("Cruden 2"). Pursuant to the governance structure of LGC Holdco effective as of September 10, 2025, the decisions of Cruden 2 with respect to the voting and disposition of the Class A Shares and Class B Shares held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of Cruden 2, who is appointed, and may be replaced, by Lachlan K. Murdoch. As of the date of this filing, Mr. Roberson is such managing director and, therefore, may be deemed to beneficially own the Class A Shares and Class B Shares owned by LGC Holdco; however, Mr. Roberson disclaims beneficial ownership of such shares.
/s/ William P. Barr, as President of Cruden 2, LLC, Sole Manager for LGC Holdco, LLC 09/12/2025
/s/ William P. Barr, as President, for Cruden 2, LLC 09/12/2025
/s/ Michael Roberson 09/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many News Corp shares were reported as owned by LGC Holdco?

The filing shows 7,125 Class A shares and 38,327,936 Class B shares held by LGC Holdco.

When were the transfers and contribution to LGC Holdco made?

The MFT transfers occurred on September 6, 2025 and the LGC Family Trusts contributed the shares to LGC Holdco on September 7, 2025.

Who manages LGC Holdco and who appoints the manager?

LGC Holdco is managed by Cruden 2, LLC, and the single managing director of Cruden 2 is appointed and may be replaced by Lachlan K. Murdoch.

Does Michael Roberson claim beneficial ownership of the shares?

The filing states Mr. Roberson currently serves as the managing director and therefore may be deemed to beneficially own the shares, but he disclaims beneficial ownership of those shares.

Who filed or signed the Form 3?

Signatures include William P. Barr as President of Cruden 2, LLC for LGC Holdco and Michael Roberson, dated September 12, 2025.
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