Murdoch-related trusts sell all News Corp Class B shares for ~$2.44B

Rhea-AI Filing Summary

News Corporation Schedule 13D exit filing: Three family trusts—MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust—report they no longer hold any Class B common stock of News Corporation (Class B Shares). The trusts received transfers from the Murdoch Family Trust on September 6, 2025, then completed sales on September 10, 2025. The Reporting Persons sold 14,071,293 Class B Shares in an underwritten offering for about $450 million, and sold additional Class A and Class B shares of News Corporation and Fox Corporation in transactions to LGC Holdco LLC for an aggregate purchase price of about $1,990 million. As a result, each reporting person reports 0 shares and 0% beneficial ownership.

Positive

• Realized proceeds of approximately $450 million from the underwritten offering of 14,071,293 Class B Shares.
• Aggregate purchase proceeds of approximately $1,990 million from transactions to LGC Holdco LLC, indicating successful divestiture execution.
• Reporting Persons report 0 shares (0%), providing clarity on ownership changes and eliminating reporting ambiguity for these trusts.

Negative

• Reporting Persons no longer hold any beneficial interest in News Corporation, representing a material change in shareholder composition.
• No details provided on LGC Holdco LLC's resulting ownership percentage in the issuer, leaving uncertain potential control shifts or voting impacts.

Insights

Financial Analyst

TL;DR: Family trusts completed large sales removing all reported beneficial ownership, raising substantial cash and transferring ownership to LGC Holdco LLC.

The filing documents an ownership exit by three Murdoch-related trusts that held shares transferred from the Murdoch Family Trust. The underwritten offering of 14,071,293 Class B Shares generated approximately $450 million, while a separate series of transactions including News and Fox shares produced approximately $1,990 million in proceeds to the sellers. The immediate market implication is a discreet change in the composition of public and private holders; the filing does not state any continuing voting arrangements or retained economic interest. This is a clear, confirmed disposition rather than a partial reduction.

M&A Specialist

TL;DR: Significant block sales and a separate Purchase transferred large share positions to LGC Holdco LLC, completing a planned divestiture.

The transactions combine an underwritten public offering with a private purchase by LGC Holdco LLC, indicating a coordinated exit strategy across multiple share classes and related Fox holdings. Aggregate disclosed proceeds (~$2.44 billion combining the offering and Purchase) reflect sizeable liquidity realized by the trusts. The Schedule 13D functions as an exit notice; no contracts or ongoing arrangements are disclosed. From an M&A perspective, the structured sale plus private acquisition suggests negotiated allocation of significant assets to a single acquiring entity, which may consolidate control or influence depending on LGC Holdco LLC's post-transaction holdings (not specified here).

09/12/2025 - 09:35 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

News Corporation

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

65249B208

(CUSIP Number)

Ebor Management Company Ltd
P.O. Box 1905,
Jackson, WY, 83001
212-474-1000

Rise Fiduciary Services II LLC
100 W. Liberty Street, 10th Floor
Reno, NV, 89501
212-474-1000

Jesse Angelo
C/O Lupa Systems, 363 Lafayette Street, 5th Floor
New York, NY, 10012
212-474-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 65249B208

1

Name of reporting person

MFT SH Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 65249B208

1

Name of reporting person

EM 2025 Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 65249B208

1

Name of reporting person

MacLeod Family Discretionary Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock
(b)	Name of Issuer: News Corporation
(c)	Address of Issuer's Principal Executive Offices: 1211 Avenue of the Americas, New York, NEW YORK , 10036.
Item 1 Comment: This Schedule 13D is being filed by the Reporting Persons (as defined in Item 2(a) below) to report the disposition of beneficial ownership of shares of Class B common stock, par value $0.01 per share ("Class B Shares" or "Shares") of News Corporation (the "Issuer") in connection with the transactions described herein.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust (each a "Reporting Person" and collectively, the "Reporting Persons").
(b)	Please refer to Notification Information for the contact information of each of the Reporting Persons' Trustees.
(c)	Each Reporting Person holds assets for investment purposes.
(d)	Not Applicable
(e)	Not Applicable
(f)	Each Reporting Person is a Nevada trust.
Item 3.	Source and Amount of Funds or Other Consideration
	Not Applicable
Item 4.	Purpose of Transaction
	The Reporting Persons have sold all of their beneficial ownership of the Shares. The filing of this Schedule 13D constitutes an exit filing for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	0
(b)	0
(c)	Each of the Reporting Persons is a trust established by the trustee of the Murdoch Family Trust (the "MFT") for the benefit of each of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations. On September 6, 2025, the MFT transferred (i) approximately 50% of the shares of Class A common stock of the Issuer ("Class A Shares") and 50% of the Class B Shares held by the MFT to the Reporting Persons and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts, one for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations. On September 10, 2025, the Reporting Persons completed the sale of (i) 14,071,293 Class B Shares in an underwritten offering (the "Underwritten Offering") for an aggregate sales price of approximately $450 million and (ii) 7,125 Class A Shares and 24,256,641 Class B Shares, along with 9,498 shares of Class A common stock and 34,268,895 shares of Class B common stock of Fox Corporation, in a series of transactions which resulted in LGC Holdco LLC acquiring all of such shares, for an aggregate purchase price of approximately $1,990 million (the "Purchase"). As a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the Issuer.
(d)	Not applicable.
(e)	September 10, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement. 2. Underwriting Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MFT SH Family Trust

Signature:	/s/ Jesse Angelo
Name/Title:	Jesse Angelo/Trustee of MFT SH Family Trust
Date:	09/12/2025

EM 2025 Family Trust

Signature:	/s/ Paula Wardynski
Name/Title:	Rise Fiduciary Services II LLC/Trustee of EM 2025 Family Trust
Date:	09/12/2025

MacLeod Family Discretionary Trust

Signature:	/s/ Patricia Overdyke
Name/Title:	Ebor Management Company Limited/Trustee of MacLeod Family Discretionary Trust
Date:	09/12/2025

FAQ

What did the Schedule 13D filed for NWSAL disclose?

The filing discloses that three family trusts sold all their Class B shares of News Corporation and now report 0 shares (0%) beneficial ownership.

How many Class B Shares were sold in the underwritten offering for NWSAL?

The Schedule 13D reports sale of 14,071,293 Class B Shares in an underwritten offering for approximately $450 million.

What were the proceeds from the transactions to LGC Holdco LLC reported in the NWSAL filing?

The filing states an aggregate purchase price of approximately $1,990 million for a package including News and Fox shares acquired by LGC Holdco LLC.

When did the transfers and sales reported in the Schedule 13D occur?

The Murdoch Family Trust transferred shares to the reporting trusts on September 6, 2025, and the reporting trusts completed the sales on September 10, 2025.

Do the reporting persons retain any contractual arrangements or ongoing interests in NWSAL after the sale?

The Schedule 13D states no contracts, arrangements or understandings with respect to the issuer's securities and reports complete disposition.