8-K: News Corp Continues Share Buyback, Nears 2021 Program Completion

News Corporation announced ongoing share repurchases for its Class A and Class B common stock, actively executing its authorized buyback programs.

Summary

• News Corporation is continuing its stock repurchase programs for both Class A (NWSA) and Class B (NWS) common stock.
• The company has two authorized repurchase programs: a 2021 program and a 2025 program, each authorizing up to an aggregate of US$1 billion.
• On December 23, 2025, the company repurchased 70,004 shares of Class A common stock for a total consideration of US$1,841,504.22, with prices ranging from US$26.22 to US$26.42.
• On the same day, 30,471 shares of Class B common stock were repurchased for US$914,151.33, at prices between US$29.88 and US$30.08.
• To date, under the 2021 Repurchase Program, approximately US$950,468,423 worth of Class A and Class B shares have been purchased, nearing its US$1 billion limit.
• Prior to December 23, 2025, 28,473,713 Class A shares were bought back for US$628,943,599, and 13,715,363 Class B shares for US$318,769,168.
• The highest price paid for Class A shares before the previous day was US$30.93 (on September 23, 2025), and the lowest was US$14.88 (on September 29, 2022).
• For Class B shares, the highest price paid before the previous day was US$35.41 (on July 15, 2025), and the lowest was US$15.17 (on September 29, 2022).
• The stated reason for the buy-back is to enhance shareholder value.
• Goldman Sachs & Co. LLC is the designated broker for the repurchase activities.

Sentiment

Score: 7

Explanation: The filing indicates ongoing, active execution of a significant share repurchase program, which is generally positive for shareholder value. The nearing completion of the 2021 program, coupled with the existing 2025 authorization, reflects consistent capital management. However, it's a routine update on an existing program rather than new, transformative news.

Positives

• The company is actively executing its share repurchase programs, demonstrating a commitment to returning capital to shareholders.
• The buy-back is intended to enhance shareholder value by reducing the number of outstanding shares.
• The 2025 Repurchase Program provides an additional US$1 billion authorization, indicating a sustained strategy for capital management.

Risks

• Forward-looking statements regarding the intent to repurchase stock are subject to uncertainty and changes in circumstances.
• Actual repurchase results may vary materially due to changes in the market price of the company's stock.
• General market conditions could impact the effectiveness or execution of the buy-back program.
• Applicable securities laws and alternative investment opportunities may influence the company's repurchase decisions.
• Other risks, uncertainties, and factors described in the company's filings with the Securities and Exchange Commission could affect outcomes.

Future Outlook

The company intends to continue repurchasing its Class A and Class B common stock from time to time, in the open market or otherwise, subject to market conditions, the market price of its stock, and other factors. Management's current expectations and beliefs regarding these repurchases are subject to uncertainty and changes in circumstances.

Management Comments

• The company intends to repurchase, from time to time, in the open market or otherwise, a combination of its Class A common stock and Class B common stock.
• These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances.

Industry Context

Share buyback programs are a common capital allocation strategy employed by mature companies across various industries, including media and publishing, to return value to shareholders. They can signal management's confidence in the company's valuation and future prospects, and can help improve earnings per share by reducing the number of outstanding shares. News Corporation's ongoing buyback aligns with this trend, indicating a focus on shareholder returns and potentially a belief that its stock is undervalued.

Comparison to Industry Standards

• Share buybacks are a standard practice for companies with strong cash flows and a desire to optimize capital structure. Without specific industry-wide data on the scale of buybacks relative to market capitalization or free cash flow for comparable media conglomerates (e.g., Paramount Global, Fox Corporation, Warner Bros. Discovery), a direct quantitative comparison is not feasible based solely on this filing.
• The authorization of US$2 billion across two programs for a company of News Corporation's size suggests a significant commitment to shareholder returns, which is generally viewed positively in the market, consistent with best practices for capital management.

Stakeholder Impact

• **Shareholders**: Potential for increased earnings per share and enhanced shareholder value due to a reduced share count. Those holding shares benefit from the company's active capital management.
• **Employees**: No direct impact mentioned in the filing.
• **Customers**: No direct impact mentioned in the filing.
• **Suppliers**: No direct impact mentioned in the filing.
• **Creditors**: No direct impact mentioned in the filing, as the buyback is funded from existing capital or cash flow, not new debt that would alter credit risk significantly.

Next Steps

• Continue repurchasing Class A and Class B common stock under the authorized programs.
• Provide daily disclosure of transactions to the Australian Securities Exchange (ASX) as required.
• Disclose information concerning the Repurchase Programs in quarterly and annual reports to the SEC.

Key Dates

Recommendation

The ongoing share buyback is a positive signal for shareholder value, indicating management's confidence and commitment to returning capital. However, this filing is a routine update on an existing program rather than new, transformative news that would warrant a 'buy' or 'strong buy' recommendation. The company is executing its stated capital allocation strategy, which is already factored into current valuations. Investors should 'hold' and monitor the completion of the 2021 program and the execution of the 2025 program, alongside broader company performance and market conditions.

Keywords

News Corporation, Share Buyback, Stock Repurchase, NWSA, NWS, Capital Management, Shareholder Value, SEC Filing, ASX Notification, Common Stock