News Corporation Initiates $1 Billion Nasdaq Share Buyback Program for Class A and B Stock

News Corporation’s Capital Allocation Strategy to Enhance Shareholder Value

News Corporation has implemented a structured capital management plan by launching a share repurchase program aimed at increasing shareholder value. The company, a global media and information services provider, authorized the repurchase of up to US$1 billion in combined Class A and Class B common stock on Nasdaq. This capital deployment reflects management’s confidence in the company’s financial health and strategic outlook, with the board endorsing opportunistic market purchases as beneficial to shareholders. The program operates without the need for shareholder approval and offers flexibility to execute based on market conditions and stock price fluctuations.

The repurchase excludes ASX-listed CEDI securities and focuses solely on direct acquisitions of Nasdaq-listed shares. This distinction is significant for Australian investors holding securities through different listing platforms. News Corporation’s diverse operations span news, publishing, television, and digital media across multiple continents. The decision to authorize a significant capital return through share buybacks underscores management’s evaluation of capital efficiency and cash flow generation.

Recent Execution and Market Activity in July 2026

The daily buy-back report filed with the ASX on 23 July 2026 offers transparency on recent repurchase activity. On 22 July 2026, News Corporation acquired 9,697,532 shares for a total of US$245,634,450.04, averaging approximately US$25.33 per share. Additionally, 66,163 shares were accepted on the previous day for US$1,816,458.85. These transactions highlight active engagement within the authorized US$1 billion limit. Share prices during this period ranged from a low of US$22.20 to a high of US$28.975 on 17 July 2026.

The variation in purchase prices demonstrates News Corporation’s ability to execute opportunistic buys across diverse market valuations. With 360,481,225 Class A and B shares outstanding before these transactions, the 9.7 million shares repurchased represent about 2.7% of the total share base in a single day. This substantial daily volume indicates a significant ongoing repurchase effort. The company has engaged Goldman Sachs & Co. LLC as its broker to ensure institutional-grade execution and compliance with Nasdaq and ASX regulations.

Share Price Trends and Market Conditions During Repurchases

The price range paid during recent repurchases reflects market volatility between mid and late July 2026. The peak price of US$28.975 on 17 July 2026 sets an upper limit for repurchase valuations, while the lowest price of US$22.20 indicates disciplined buying during market dips. This 30.5% price spread illustrates the dynamic equity market environment and the advantage of flexible repurchase authorization to acquire shares at varying price points.

News Corporation’s execution strategy appears measured, leveraging daily price movements rather than targeting fixed-price volume thresholds. The near US$246 million repurchase on 22 July 2026 shows the company's capacity for significant transactions aligned with management’s valuation assessments. For investors, the pricing data offers insight into the company’s fair value evaluation. The broker arrangement with Goldman Sachs & Co. LLC ensures adherence to securities laws and exchange rules, preventing market manipulation and ensuring fair execution.

Regulatory Compliance and ASX Reporting for the Buyback Program

The daily buy-back notification submitted to the ASX complies with Listing Rule 3.8A, mandating disclosure at least 30 minutes before market open on the business day following repurchases. The 23 July 2026 filing, covering purchases made on 22 July 2026, meets these requirements and provides transparent reporting of buyback activity. The use of the ASX Appendix 3C form standardizes disclosures, enabling investors to monitor repurchase progress and execution quality effectively.

The program’s structure does not require shareholder approval and imposes no minimum or maximum buyback quantities beyond the US$1 billion aggregate cap. No conditions must be met for the program to remain active, and foreign participation is unrestricted. This straightforward framework facilitates opportunistic repurchases under board-approved parameters established in July 2025.

Impact on Outstanding Shares and Earnings Per Share

The repurchase reduces the outstanding share count, which can positively influence earnings per share (EPS). The 9.7 million shares bought on 22 July 2026 represent a significant reduction from the 360.5 million shares outstanding. As the US$1 billion program progresses, cumulative share count reductions may enhance EPS, assuming stable or growing earnings. Such accretion is a common rationale cited by companies for share buybacks, benefiting shareholders who maintain their holdings through improved per-share financial metrics.

Investors should consider the timing of repurchases relative to valuation, as lower-price acquisitions yield greater accretion benefits. Recent transactions show disciplined execution across a valuation range, balancing opportunistic buying with valuation sensitivity. The US$1 billion ceiling defines shareholder return expectations, though actual repurchases may vary based on market conditions and strategic priorities.

Nasdaq-Focused Buyback Program Excludes ASX-Listed CEDI Securities

News Corporation clarified that no ASX-listed CHESS Depositary Interests (CEDI) will be repurchased under this program. The company’s Class A and B shares trade on Nasdaq under ticker NWS, while CEDI represent Australian investors’ claims on these underlying Nasdaq shares. By focusing repurchases on Nasdaq-listed stock, the company ensures uniform share count reduction for all shareholders, regardless of listing venue, while simplifying execution and regulatory compliance.

This approach avoids complexities related to CEDI settlement mechanics and maintains consistency with Nasdaq trading and regulatory standards. Australian investors holding CEDI benefit from EPS accretion resulting from Nasdaq buybacks, although they do not directly participate in the repurchase transactions.

Goldman Sachs Broker Role Ensures Regulatory Compliance and Execution Efficiency

Goldman Sachs & Co. LLC serves as the broker for executing News Corporation’s share repurchases. This partnership guarantees that transactions are conducted by a leading institutional broker with expertise in equity buyback programs and sophisticated execution capabilities. Goldman Sachs operates under SEC and FINRA regulations, ensuring compliance with laws preventing market manipulation and guaranteeing fair dealing regarding material non-public information.

The broker’s involvement provides fiduciary assurance and regulatory adherence. Utilizing Goldman Sachs’ trading analytics, market timing, and algorithmic execution enhances repurchase pricing and efficiency. The broker also ensures compliance with Rule 10b5-1 under the Securities Exchange Act, governing trades during periods of potential material non-public information. This arrangement aligns with industry best practices for large-scale buyback programs, providing investor confidence in arm’s length execution.

Program Authorization and Board Approval Timeline

The share repurchase program was authorized by News Corporation’s board on 15 July 2025, establishing the US$1 billion spending limit and delegating execution discretion to management. This authorization aligns with the company’s annual governance cycle and reflects board-level capital allocation priorities. As of the July 2026 daily notification, the program has been active for approximately one year, demonstrating ongoing management engagement.

The transition from initial authorization to active daily reporting indicates program maturity and focused execution. The board has maintained authorization without public amendments, signaling sustained confidence in the buyback strategy. The 23 July 2026 notification represents routine transparency rather than a new authorization.

Capital Allocation Philosophy and Shareholder Return Approach

News Corporation’s share repurchase program aims to enhance shareholder value by returning capital through opportunistic open market purchases. This strategy allows shareholders who do not participate to benefit from increased per-share ownership in the company’s unchanged asset base. Unlike dividends, which distribute capital uniformly, or acquisitions, which deploy capital toward growth, buybacks provide targeted capital return based on management’s valuation views.

The program reflects management’s belief that the company’s shares trade at attractive valuations relative to intrinsic worth for at least part of the repurchase period. Flexible execution parameters enable adjustment of repurchase pace based on market conditions and valuation assessments. Operating in competitive global media markets with structural challenges, News Corporation’s buyback initiative signals confidence in its cash flow generation and financial flexibility to support shareholder returns alongside operational investments.