SEC Form 4 · accession 0001632944-26-000003
NEWS CORP · NWSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David B Pitofsky
Officer — General Counsel
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 | 77,959 | — | A | 161,250 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 37,968 | $29.16 | D | 123,282 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 8,382 | — | A | 131,664 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 4,439 | $29.16 | D | 127,225 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 7,805 | — | A | 135,030 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 4,133 | $29.16 | D | 130,897 | D | |
| Class A Common StockF4,F5 | Aug 15, 2026 | M | 8,114 | — | A | 139,011 | D | |
| Class A Common StockF3 | Aug 15, 2026 | F | 4,297 | $29.16 | D | 134,714 | D | |
| Class A Common Stock | Aug 17, 2026 | S | 51,423 | $28.76 | D | 83,291 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock-Settled Performance Stock UnitsF1,F2,F6 | — | Aug 15, 2026 | M | 77,959 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 77,959 | 0 | D |
| Stock-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 8,382 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 8,382 | 0 | D |
| Stock-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 7,805 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 7,805 | 7,811 | D |
| Stock-Settled Restricted Stock UnitsF4,F5,F7 | — | Aug 15, 2026 | M | 8,114 | D | Aug 15, 2026 | Aug 15, 2026 | Class A Common Stock | 8,114 | 16,233 | D |
| Stock-Settled Restricted Stock UnitsF8,F7,F9 | — | Aug 15, 2026 | A | 25,719 | A | — | — | Class A Common Stock | 25,719 | 25,719 | 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 stock-settled performance stock units.
- F2The stock-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 the 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 stock-settled restricted stock units.
- F5The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
- F6Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F7Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
- F8The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2027 long-term equity incentive award.
- F9The stock-settled restricted stock units will vest in thirds on August 15, 2027, 2028 and 2029, subject to time-based vesting conditions.