News Corp's FY25 Revenue Hits $8.45B, Net Income Jumps 71%

Ticker: NWSLL · Form: DEF 14A · Filed: Oct 8, 2025 · CIK: 1564708

Sentiment: bullish

Topics: Media, Publishing, Digital Real Estate, Financial Performance, Shareholder Returns, Corporate Governance, Executive Compensation, Stock Repurchase, SEC Filing, DEF 14A

Related Tickers: NWSLL, FOXA, FOXB

TL;DR

**News Corp is firing on all cylinders, with net income up 71% and a new $1 billion buyback, making it a strong buy for media bulls.**

AI Summary

News Corp's DEF 14A filing outlines a strong fiscal year 2025, with revenues increasing 2% to $8.45 billion, up from $8.25 billion in the prior year, driven by growth in Dow Jones, Digital Real Estate Services, and Book Publishing. Net income from continuing operations surged 71% to $648 million, compared to $379 million in fiscal 2024. Total Segment EBITDA rose 14% to $1.42 billion, and net cash from operating activities increased 9% to $978 million. The company completed the sale of Foxtel Group to DAZN in April 2025, receiving a 6% equity stake in DAZN. News Corp also authorized a new $1 billion stock repurchase program in July 2025, in addition to the existing 2021 program, signaling an accelerated pace of repurchases. Key executive changes include Lavanya Chandrashekar's appointment as CFO on January 1, 2025, and Julian Delany as CTO on June 30, 2025. The filing also details six proposals for the November 19, 2025 Annual Meeting, including the election of six directors and amendments to the Restated Certificate of Incorporation.

Why It Matters

News Corp's robust fiscal 2025 performance, marked by a 71% increase in net income to $648 million and a 2% revenue bump to $8.45 billion, signals strong operational execution and strategic divestitures like the Foxtel Group sale. This financial health, coupled with a new $1 billion stock repurchase authorization, could boost investor confidence and potentially increase shareholder value. For employees, continued growth in core segments like Dow Jones and Digital Real Estate Services suggests stability and potential for expansion. In a competitive media landscape, News Corp's ability to drive profitability and cash flow, with free cash flow up 6% to $571 million, positions it favorably against rivals, demonstrating effective adaptation to evolving market dynamics.

Risk Assessment

Risk Level: low — The risk level is low due to strong financial performance, including a 71% increase in net income to $648 million and a 14% rise in Total Segment EBITDA to $1.42 billion. The company's authorization of a new $1 billion stock repurchase program in July 2025 further indicates financial stability and a commitment to shareholder returns.

Analyst Insight

Investors should consider increasing their position in NWSLL, given the significant 71% net income growth and the new $1 billion stock repurchase program. The company's strategic focus on core growth pillars and strong cash flow generation suggest continued positive momentum.

Financial Highlights

revenue
$8.45B
net Income
$648M
revenue Growth
+2%

Revenue Breakdown

SegmentRevenueGrowth
Dow Jones
Digital Real Estate Services
Book Publishing

Executive Compensation

NameTitleTotal Compensation
Lavanya ChandrashekarChief Financial Officer
Julian DelanyChief Technology Officer

Key Numbers

Key Players & Entities

FAQ

What were News Corp's key financial highlights for fiscal year 2025?

News Corp reported fiscal 2025 revenues of $8.45 billion, a 2% increase from $8.25 billion in the prior year. Net income from continuing operations significantly increased by 71% to $648 million, up from $379 million in fiscal 2024. Total Segment EBITDA also rose 14% to $1.42 billion.

What strategic transactions did News Corp complete in fiscal 2025?

In April 2025, News Corp completed the sale of Foxtel Group to DAZN. This transaction included the repayment of outstanding shareholder loans and resulted in News Corp receiving a minority equity stake of approximately 6% in DAZN.

What executive changes occurred at News Corp in fiscal 2025?

Lavanya Chandrashekar was appointed Chief Financial Officer, effective January 1, 2025, succeeding Susan Panuccio. Additionally, Julian Delany was appointed Chief Technology Officer, effective June 30, 2025, following David R. Kline's resignation.

What proposals will be voted on at News Corp's 2025 Annual Meeting?

Stockholders will vote on six proposals at the November 19, 2025 Annual Meeting: election of six directors, ratification of Ernst & Young LLP as the independent auditor, an advisory vote on executive compensation, and three amendments to the Company's Restated Certificate of Incorporation.

How does News Corp's executive compensation align with performance?

News Corp's executive compensation is heavily performance-based, with a majority of named executive officers' fiscal 2025 target compensation being 'at risk.' For instance, the CEO's target compensation was 84% 'at risk,' and at least 70% of equity compensation is tied to specific, measurable financial performance targets.

What is News Corp's approach to shareholder returns?

News Corp is committed to shareholder returns, evidenced by its continued execution of a $1 billion stock repurchase program authorized in September 2021. In July 2025, the Board authorized a new, additional $1 billion stock repurchase program, with an intention to accelerate the pace of repurchases.

What are the voting requirements for the proposals at News Corp's Annual Meeting?

Most proposals, including director elections and auditor ratification, require a majority of votes cast. However, the amendment to limit officer liability requires 65% or more of the combined voting power of outstanding shares, while other certificate amendments require a majority of combined voting power.

How can News Corp stockholders participate in the Annual Meeting?

The 2025 Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2025 on November 19, 2025, at 1:00 p.m. (Eastern Standard Time). Stockholders of record of Class B Common Stock and holders of Class B CDIs as of September 25, 2025, are eligible to vote.

What are the key corporate governance practices at News Corp?

News Corp employs robust corporate governance practices, including annual election of all directors, a majority vote standard for director elections, an independent Lead Director, and key standing Board committees comprised solely of independent directors. They also conduct annual Board and committee self-evaluations.

What is the significance of the proposed amendments to News Corp's Restated Certificate of Incorporation?

The proposed amendments aim to limit the liability of certain officers, eliminate an obsolete corporate opportunity waiver, and add a federal forum selection provision for Securities Act claims while clarifying the existing Delaware forum selection provision. These changes are intended to update and streamline corporate governance.

Risk Factors

Industry Context

News Corp operates in diverse media and information sectors, including news and information services, book publishing, and digital real estate services. The industry is characterized by ongoing digital transformation, evolving advertising models, and increasing competition from digital-native platforms. Growth is driven by subscription models, digital advertising, and strategic acquisitions.

Regulatory Implications

As a global media company, News Corp is subject to various regulations concerning content, data privacy, and competition across different jurisdictions. Changes in media ownership rules or data protection laws could impact operations and profitability.

What Investors Should Do

  1. Review executive compensation structure
  2. Monitor the impact of the Foxtel Group divestiture
  3. Evaluate the accelerated share repurchase program
  4. Analyze segment performance drivers

Key Dates

Glossary

DEF 14A
A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders, including matters to be voted upon. (This document provides the core information for the analysis.)
Total Segment EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, calculated on a segment basis. It's a measure of a company's operating performance. (Indicates the profitability of News Corp's core business segments, showing a 14% increase to $1.42 billion.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in detail in SEC filings. (Their compensation practices, particularly the 'at risk' and performance-based components, are highlighted.)
Stock Repurchase Program
A program authorized by a company's board of directors to buy back its own shares from the open market. (News Corp authorized a new $1 billion program, signaling a commitment to returning capital to shareholders.)
Restated Certificate of Incorporation
An amended and restated charter document of a corporation that consolidates all previous amendments into a single document. (Shareholders will vote on proposed amendments at the Annual Meeting.)

Year-Over-Year Comparison

Fiscal 2025 shows significant financial improvements compared to the prior year. Revenues increased by 2% to $8.45 billion, while net income from continuing operations surged by 71% to $648 million. Total Segment EBITDA also saw a healthy 14% rise to $1.42 billion, and net cash from operating activities grew by 9%. These metrics indicate a strong operational performance and improved profitability year-over-year.

Filing Stats: 4,365 words · 17 min read · ~15 pages · Grade level 17.7 · Accepted 2025-10-08 16:15:58

Key Financial Figures

Filing Documents

Executive Compensation Practices

Executive Compensation Practices 38 Named Executive Officer Compensation 39 Comparative Market Data and Industry Trends 50 Severance Arrangements 51 Stock Ownership Guidelines for Executive Officers 51 Clawback Policies 52 Securities Trading Policy and Prohibition on Hedging of News Corporation Stock 52 Equity Award Grant Practices 52 Report of the Compensation Committee 53 Risks Related to Compensation Policies and Practices 53

Executive Compensation

Executive Compensation 54 Summary Compensation Table 54 Grants of Plan-Based Awards Table 56 Outstanding Equity Awards Table 57 Option Exercises and Stock Vested Table 59 Pension Benefits Table 59 Nonqualified Deferred Compensation Table 60 Potential Payments upon Termination 61 Pay Ratio 72 Pay versus Performance 73 Equity Compensation Plan Information 78

Security Ownership of News Corporation

Security Ownership of News Corporation 79 Proposal 4: Amendment to the Company's Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law 81 Proposal 5: Amendment to the Company's Restated Certificate of Incorporation to Eliminate the Obsolete Corporate Opportunity Waiver 83 Proposal 6: Amendment to the Company's Restated Certificate of Incorporation to Add a Federal Forum Selection Provision for Securities Act Claims and Make a Clarifying Change to the Existing Delaware Forum Selection Provision 85 Information about the Annual Meeting 88 2025 Proxy Materials 88 Voting Instructions and Information 89 Participating in the Annual Meeting 93 2026 Annual Meeting of Stockholders 94 Other Matters 95 Appendix A A-1 Appendix B B-1 Appendix C C-1 The Company maintains a 52-53 week fiscal year ending on the Sunday nearest to June 30 in each year. Each of fiscal 2026, fiscal 2025, fiscal 2024 and fiscal 2023 will include or included 52 weeks. Unless otherwise noted, all references to the fiscal year ending June 30, 2026 and the fiscal years ended June 30, 2025, June 30, 2024 and June 30, 2023 relate to the fiscal year ending June 28, 2026 and the fiscal years ended June 29, 2025, June 30, 2024 and July 2, 2023, respectively. For convenience, the Company continues to date its financial statements as of June 30. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement. TABLE OF CONTENTS This document contains statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act. All statements that are not statements of historical fact are forward-looking statements. The words "expect," "will," "estimate," "anticipate," "predict,"

Executive Compensation Highlights

Executive Compensation Highlights We Pay for Performance We Seek to Mitigate Compensation-Related Risk Majority of our named executive officers' ("NEOs"') fiscal 2025 target compensation was "at risk," variable and performance-based CEO's target compensation was 84% "at risk" Annual compensation risk assessment No guaranteed bonuses Anti-hedging policy applicable to all Directors and employees, including the NEOs At least 70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts payout of individual qualitative portion of annual cash incentive awards as a negative-only adjustment Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees No "single trigger" cash severance or automatic vesting of equity awards based solely upon a change in control of the Company Rigorous stock ownership guidelines for all NEOs and Non-Executive Directors (as defined herein) For additional information on our executive compensation, see the " Compensation Discussion and Analysis ," which begins on page 33 , and the " Summary Compensation Table " and other related tables and disclosure in " Executive Compensation ," which begin on page 54 . 4 | 2025 Proxy Statement TABLE OF CONTENTS PROPOSAL 1: ELECTION OF DIRECTORS Our Board has nominated six Directors for election at this Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualifie

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