Business Context and Reporting Period
Company: News Corporation (NWSA, NWS)
Filing Type: Form 8-K (Current Report)
Date of Report: September 8, 2025
Reporting Period: Events occurring on September 8, 2025, with an offering closing on September 10, 2025.
This filing reports the entry into a new stockholders agreement, the termination of a previous agreement, and the completion of a secondary share offering by certain selling stockholders.
Key Financial Metrics and Transaction Details
Secondary Offering Details:
- Shares Sold: 14,071,293 shares of Class B common stock.
- Price per Share: $31.98.
- Total Proceeds to Company: $0 (The Company did not sell any shares and received no proceeds).
- Selling Stockholders: Trusts established for Prudence MacLeod, Elisabeth Murdoch, and James Murdoch.
- Underwriter: Morgan Stanley & Co. LLC.
Financial Metrics: The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures for the Company.
Material Changes and Agreements
Stockholders Agreement Restructuring:
- Termination: The Previous Stockholders Agreement (dated September 21, 2021) between News Corporation and the Murdoch Family Trust (MFT) was terminated on September 8, 2025.
- New Agreement: A New Stockholders Agreement was entered into between the Company, LGC Holdco, LLC, and the LGC Family Trusts (benefiting Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch).
- Voting Limitations: The new agreement maintains a limitation preventing the Murdoch Individuals and related trusts from collectively owning more than 44% of the outstanding voting power of Class B common stock. Votes must be forfeited if this threshold is exceeded, unless a Murdoch Individual votes differently from the others.
- Right of First Refusal: The Company now holds a right of first refusal regarding underwritten public offerings of Class B shares held by the LGC Family Trusts or LGC Holdco to non-affiliates.
Outlook, Risks, and Management Commentary
Management Commentary: The new stockholders agreement was executed in connection with the resolution of previously announced MFT litigation. The agreement is described as substantially the same as the previous one regarding voting caps.
Risks and Contingencies: The filing notes that the New Stockholders Agreement will terminate upon the distribution of substantially all Class B shares held by the LGC entities or by mutual written consent. The offering was conducted pursuant to a shelf registration statement (File No. 333-287206).
Key Facts for Investor Verification
- No Capital Raised: Verify that the Company received zero proceeds from the September 2025 offering; all proceeds went to the selling stockholders.
- Voting Control Cap: Confirm the 44% voting power limitation on Class B stock held by the Murdoch family and related trusts remains in effect under the new agreement.
- Litigation Resolution: Note that the new agreement is tied to the resolution of prior litigation involving the Murdoch Family Trust.
- Shareholder Composition: Monitor the shift in beneficial ownership from the MFT to the LGC Family Trusts and the specific trusts of Prudence MacLeod, Elisabeth Murdoch, and James Murdoch.