Insider transfer: LGC Holdco acquires 24.3M Class B NWS shares in $1.99B deal

Rhea-AI Filing Summary

LGC Holdco, LLC reported on Form 4 that on 09/10/2025 it acquired, in a series of transactions from three trusts for beneficiaries Prudence MacLeod, Elisabeth Murdoch and James Murdoch 7,125 shares of Class A and 24,256,641 shares of Class B common stock of News Corp, and also 9,498 Class A and 34,268,895 Class B shares of Fox Corporation, for an aggregate purchase price of approximately $1,990 million. The Form 4 shows post-transaction beneficial ownership of 14,250 Class A and 62,584,577 Class B shares of News Corp. The reporting entity is identified as a director and 10% owner; the Form is signed by William P. Barr as President of Cruden 2, LLC, sole manager of LGC Holdco.

Positive

• Substantial consolidation of News Corp and Fox shares into a single entity, simplifying ownership structure
• Material investment size (~$1,990 million) signals committed capital and continuity of family holdings

Negative

• Increased concentration of Class B shares under one holder could strengthen control and reduce public float influence
• No financing details disclosed in the Form 4, leaving the source of funds and any related arrangements unclear

Insights

Financial Analyst

TL;DR: A large, nearly $2.0B insider purchase concentrated Murdoch family holdings in News Corp and Fox, materially increasing beneficial ownership.

The transaction represents a sizable, single-day transfer of economic and voting exposure into LGC Holdco, LLC, consolidating both Class A and Class B shares across News Corp and Fox Corporation. The purchase price of approximately $1,990 million is material and shifts substantive equity into the reporting vehicle, raising potential implications for shareholder voting dynamics and future liquidity needs. No forward-looking statements or financing details are disclosed in the filing.

Corporate Governance Expert

TL;DR: Consolidation of family trusts into a single holdco increases governance control and simplifies stewardship of Murdoch-related holdings.

Acquiring large blocks of Class B shares—typically higher-vote class—into LGC Holdco centralizes control. The filing identifies the reporting person as a director and 10% owner, and the structure suggests internal reorganization among affiliated trusts rather than open-market accumulation. The Form does not disclose any agreements, voting arrangements, or changes to board composition. Signature authority is via an appointed manager, consistent with an internal family vehicle.

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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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^*

LGC Holdco, LLC

(Last) (First) (Middle)

C/O MAUPIN, COX & LEGOY

4785 CAUGHLIN PARKWAY

(Street)

RENO NV 89519

(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)

	Director	X	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		P(1)		7,125	A	(1)	14,250	D
Class B Common Stock	09/10/2025		P(1)		24,256,641	A	(1)	62,584,577	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. On September 10, 2025, in a series of transactions, LGC Holdco, LLC acquired from three trusts, one for the benefit of each of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and their respective descendants and charitable organizations, 7,125 shares of Class A common stock, par value $0.01 per share, of the Issuer and 24,256,641 shares of Class B common stock, par value $0.01 per share, of the Issuer, along with 9,498 shares of Class A common stock and 34,268,895 shares of Class B common stock of Fox Corporation, for an aggregate purchase price of approximately $1,990 million.

	/s/ William P. Barr, as President of Cruden 2, LLC, Sole Manager for LGC Holdco, LLC	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did LGC Holdco acquire from the trusts in the 09/10/2025 transaction for NWSAL?

LGC Holdco acquired 7,125 Class A and 24,256,641 Class B shares of News Corp on 09/10/2025.

How much did LGC Holdco pay for the acquired shares of News Corp and Fox?

The aggregate purchase price for the News Corp and Fox share blocks was approximately $1,990 million.

What was News Corp beneficial ownership following the reported transaction?

Post-transaction beneficial ownership reported was 14,250 Class A and 62,584,577 Class B shares of News Corp.

Who signed the Form 4 reporting this transaction for LGC Holdco?

The Form 4 is signed by William P. Barr, as President of Cruden 2, LLC, sole manager for LGC Holdco, LLC.

Does the Form 4 state the beneficiaries of the trusts that sold the shares?

Yes. The trusts were for the benefit of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch, and their descendants and charitable organizations.