News Corp Enters and Terminates Material Agreements

TL;DR

News Corp just signed and then immediately unsigned some big deals. What gives?

AI Summary

News Corp announced on September 8, 2025, the entry into and termination of material definitive agreements. The company, incorporated in Delaware, filed this 8-K report on September 10, 2025, detailing these events. The filing does not specify the nature or financial impact of these agreements.

Why It Matters

This filing indicates significant changes in News Corp's contractual relationships, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The termination of material definitive agreements can signal underlying issues or strategic shifts that may pose risks to the company's future performance.

Key Players & Entities

• News Corp (company) — Registrant
• September 8, 2025 (date) — Date of earliest event reported
• September 10, 2025 (date) — Filing date
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 per share NWSA The Nasdaq Global Se
• $31.98 — the Underwriter at a purchase price of $31.98 per Share (the "Offering"). The Offerin

Filing Documents

• tm2521115d3_8k.htm (8-K) — 36KB
• tm2521115d3_ex1-1.htm (EX-1.1) — 212KB
• tm2521115d3_ex5-1.htm (EX-5.1) — 6KB
• tm2521115d3_ex10-1.htm (EX-10.1) — 10KB
• tm2521115d3_ex10-2.htm (EX-10.2) — 113KB
• tm252115d3_8kimg01.jpg (GRAPHIC) — 14KB
• tm2521115d3_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-25-089069.txt ( ) — 700KB
• nws-20250908.xsd (EX-101.SCH) — 3KB
• nws-20250908_def.xml (EX-101.DEF) — 26KB
• nws-20250908_lab.xml (EX-101.LAB) — 36KB
• nws-20250908_pre.xml (EX-101.PRE) — 25KB
• tm2521115d3_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. News Corporation (the "Company") was a party to that certain stockholders agreement (the "Previous Stockholders Agreement"), dated as of September 21, 2021, by and between the Company and the Murdoch Family Trust (the "MFT"). In connection with the previously announced resolution to the MFT litigation, on September 8, 2025, the Company entered into a new stockholders agreement (the "New Stockholders Agreement") by and among the Company, LGC Holdco, LLC ("LGC Holdco"), and three trusts (collectively, the "LGC Family Trusts") for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and his or her respective descendants and charitable organizations. In connection with entering into the New Stockholders Agreement, the Previous Stockholders Agreement was terminated pursuant to that certain termination agreement (the "Termination Agreement"), dated September 8, 2025, by and between the Company and the MFT. The New Stockholders Agreement is substantially the same as the Previous Stockholders Agreement, including (1) a limitation on the LGC Family Trusts and LGC Holdco from owning, collectively with K. Rupert Murdoch, Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch (collectively, the "Murdoch Individuals"), more than 44% of the outstanding voting power of the shares of the Company's Class B common stock, par value $0.01 per share ("Class B common stock"); and (2) a requirement that the LGC Family Trusts and LGC Holdco forfeit votes to the extent necessary to ensure that the Murdoch Individuals, the LGC Family Trusts and LGC Holdco collectively do not own more than 44% of the outstanding voting power of the shares of Class B common stock, except where a Murdoch Individual votes his or her own shares differently from the others on any matter. In addition, the New Stockholders Agreement provides (a) the Company with a right of first refusal with respect to any underwritten public offering of th

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 regarding the termination of the Previous Stockholders Agreement is incorporated herein by this reference.

01 Other Events

Item 8.01 Other Events. On September 8, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") and trusts established for the benefit of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations (the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 14,071,293 shares of Class B common stock (the "Shares") to the Underwriter at a purchase price of $31.98 per Share (the "Offering"). The Offering closed on September 10, 2025. The Offering consisted entirely of secondary shares sold by the Selling Stockholders. The Company did not sell any Shares in the Offering and did not receive any proceeds from the sale of the Shares. The Offering of the Shares was made pursuant to a shelf registration Commission ("SEC") on May 13, 2025, a base prospectus included in the Registration Statement, and a preliminary prospectus supplement and a final prospectus supplement, filed with the SEC on September 8, 2025 and September 9, 2025, respectively. The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholders, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated as of September 8, 2025, by and among News Corporation, Morgan Stanley & Co. LLC, MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust 5.1 Opinion of Gibson, Dunn & Crutcher LLP 23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) 10.1 Termination Agreement, dated as of September 8, 2025, by and between News Corporation and the Murdoch Family Trust 10.2 Stockholders Agreement, dated as of September 8, 2025, by and between News Corporation, LGC Holdco, LLC and the LGC Family Trusts 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEWS CORPORATION By: /s/ Michael L. Bunder Michael L. Bunder Senior Vice President, Deputy General Counsel and Corporate Secretary Dated: September 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR