Form 4: L. Murdoch/ LGC Holdco reports major News Corp share allocation

Rhea-AI Filing Summary

Lachlan K. Murdoch is reported as acquiring securities of News Corp through LGC Holdco, LLC on 09/10/2025. The filing shows LGC Holdco received 62,584,577 Class B shares and 14,250 Class A shares, with Mr. Murdoch noted as potentially deemed to beneficially own those shares under LGC Holdco's governance structure. Following the reported transactions, the filing discloses beneficial ownership of 62,584,577 Class B shares and 14,250 Class A shares attributed to LGC Holdco; the reporter separately recorded small disposals of 1,464 Class B shares and 114 Class A shares. The form is signed by an attorney-in-fact on behalf of Mr. Murdoch.

Positive

• Transparent disclosure of the governance structure and beneficial ownership allocation for LGC Holdco shares
• Large position reported for LGC Holdco: 62,584,577 Class B shares and 14,250 Class A shares, clearly quantified

Negative

• Beneficial ownership is indirect and Murdoch disclaims ownership except for pecuniary interest, which may limit clarity on his direct economic stake
• Form does not state consideration paid or the method of acquisition for the large share amounts, leaving transactional details unspecified

Insights

Securities Analyst

TL;DR: Large share additions assigned to LGC Holdco increase reported beneficial ownership but are held indirectly under an LLC governance structure.

The Form 4 records a significant transfer of equity into LGC Holdco, resulting in reported beneficial ownership of 62,584,577 Class B shares and 14,250 Class A shares as of 09/10/2025. The filing clarifies that voting and disposition rights for those shares are exercised by a managing director of LGC Holdco appointed by Lachlan K. Murdoch, so Murdoch may be deemed to beneficially own the shares while disclaiming ownership except to his pecuniary interest. The filing also notes minor direct disposals of 1,464 Class B and 114 Class A shares. This disclosure is procedural and documents ownership allocation rather than an open-market purchase reported directly in the registrant's trading system.

Corporate Governance Expert

TL;DR: Governance arrangement routes substantial share control through LGC Holdco, with Murdoch retaining appointment authority over the manager.

The explanatory note states that under LGC Holdco's governance effective 09/10/2025, a single managing director of LGC Holdco's sole manager—appointed and removable by Lachlan K. Murdoch—decides voting and disposition of the held Class A and Class B shares subject to limited exceptions. That structure is why the Form 4 reports indirect ownership and includes a disclaimer of beneficial ownership by Mr. Murdoch except as to pecuniary interest. The filing provides clear disclosure of the control mechanism without additional quantification of Murdoch's personal economic stake beyond the ownership numbers reported for LGC Holdco.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MURDOCH LACHLAN K

(Last) (First) (Middle)

C/O NEWS CORPORATION

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/10/2025		J(1)		14,250	A	(1)	14,250	I	By LGC Holdco, LLC
Class B Common Stock	09/10/2025		J(1)		62,584,577	A	(1)	62,584,577	I	By LGC Holdco, LLC
Class A Common Stock								114	D
Class B Common Stock								1,464	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the governance structure of LGC Holdco, LLC ("LGC Holdco") effective as of September 10, 2025, the decisions with respect to the voting and disposition of the shares of Class A common stock, par value $0.01 per share ("Class A Shares"), of the Issuer and shares of Class B common stock, par value $0.01 per share ("Class B Shares"), of the Issuer held by LGC Holdco are, subject to certain limited exceptions, decided solely by a single managing director of LGC Holdco's sole manager, who is appointed, and may be replaced, by Lachlan K. Murdoch. As a result, Mr. Murdoch may be deemed to beneficially own the Class A Shares and Class B Shares owned by LGC Holdco; however, Mr. Murdoch disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Kenneth C. Mertz as Attorney-in-Fact for Lachlan K. Murdoch	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 4 (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.
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FAQ

What did Lachlan K. Murdoch report on Form 4 for NWS (NWSAL)?

The Form 4 reports that LGC Holdco, LLC acquired 62,584,577 Class B shares and 14,250 Class A shares on 09/10/2025, and small disposals of 1,464 Class B and 114 Class A shares are also recorded.

Does the filing state that Lachlan Murdoch directly owns the reported shares?

No. The filing explains the shares are held by LGC Holdco and Mr. Murdoch may be deemed to beneficially own them due to his authority to appoint the managing director, but he expressly disclaims beneficial ownership

When were the reported transactions executed?

The transactions are dated 09/10/2025 and the Form 4 was signed by the attorney-in-fact on 09/12/2025.

How many shares does the Form 4 show after the transactions?

Following the reported transactions the filing shows 62,584,577 Class B shares and 14,250 Class A shares associated with LGC Holdco.

Who signed the Form 4 on behalf of Lachlan Murdoch?

The form was signed by Kenneth C. Mertz as attorney-in-fact for Lachlan K. Murdoch.