SEC Form 4 · accession 0001579380-26-000003
NEWS CORP · NWSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Thomson
Officer — Chief Executive Officer · Director
Period of report
Aug 15, 2026
Accepted (ET)
Aug 18, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001564708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Aug 15, 2026 | M | 444,341 | — | A | 444,341 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 240,578 | $29.16 | D | 203,763 | D | |
| Class A Common Stock | Aug 15, 2026 | D | 203,763 | $29.16 | D | 0 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 37,922 | — | A | 37,922 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 20,080 | $29.16 | D | 17,842 | D | |
| Class A Common Stock | Aug 15, 2026 | D | 17,842 | $29.16 | D | 0 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 35,322 | — | A | 35,322 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 18,703 | $29.16 | D | 16,619 | D | |
| Class A Common Stock | Aug 15, 2026 | D | 16,619 | $29.16 | D | 0 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 32,125 | — | A | 32,125 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 17,011 | $29.16 | D | 15,114 | D | |
| Class A Common Stock | Aug 15, 2026 | D | 15,114 | $29.16 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Performance Stock UnitsF1,F2,F6 | — | Aug 15, 2026 | M | 444,341 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 444,341 | 0 | D |
| Cash-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 37,922 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 37,922 | 0 | D |
| Cash-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 35,322 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 35,322 | 35,328 | D |
| Cash-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 32,125 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 32,125 | 64,253 | D |
| Cash-Settled Restricted Stock UnitsF8,F7,F9 | — | Aug 15, 2026 | A | 108,024 | A | — | — | Class A Common Stock | 108,024 | 108,024 | D |
Explanation of responses
- F1Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying cash-settled performance stock units.
- F2The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F3Represents shares withheld upon vesting of applicable incentive award to satisfy tax withholding obligations.
- F4Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units.
- F5The cash-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F6Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F7Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F8The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
- F9The cash-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.