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

News Corporation’s Capital Allocation Strategy Focused on Shareholder Value Enhancement

News Corporation has adopted a strategic capital management approach 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 allocation reflects management’s confidence in the company’s financial health and strategic prospects, with the board endorsing opportunistic open market repurchases as beneficial to shareholders. The program operates without the need for security holder approval, offering flexibility to execute based on market conditions and share price movements.

The program explicitly excludes ASX-listed CEDI securities, concentrating solely on Nasdaq-listed shares. This distinction is significant for Australian investors holding securities across different listing platforms. News Corporation generates revenue through diverse segments including news, publishing, television, and digital platforms across multiple continents. The decision to authorize a substantial capital return via share buybacks highlights management’s focus on capital efficiency and strong cash flow generation.

Recent Execution and Market Activity in July 2026

The daily buy-back notification submitted to 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. The company also accepted 66,163 shares on 21 July 2026 for US$1,816,458.85. These transactions confirm active participation within the US$1 billion authorization. Pricing data shows disciplined execution, with the highest purchase price at US$28.975 on 17 July 2026 and the lowest at US$22.20.

The variation in purchase prices demonstrates News Corporation’s ability to execute opportunistic acquisitions across a broad valuation range. With 360,481,225 Class A and B shares outstanding before this activity, the 9.7 million shares bought represent roughly 2.7% of the total shares traded in one day. This substantial daily volume indicates a significant ongoing program that will continue as market conditions allow. Goldman Sachs & Co. LLC serves as the broker for the program, ensuring institutional-grade execution and compliance with Nasdaq and ASX regulations.

Price Trends and Market Environment During Repurchases

The price range during recent repurchases reflects the volatility in News Corporation’s shares from mid to late July 2026. The highest price paid was US$28.975 on 17 July 2026, setting an upper limit for repurchase valuations, while the lowest price of US$22.20 highlights the company’s discipline in acquiring shares at favorable prices during market dips. This 30.5% price spread underscores the dynamic equity market environment and the flexibility granted by the repurchase authorization to acquire shares across varying price points.

News Corporation’s repurchase strategy involves measured execution, capitalizing on intraday and daily price fluctuations rather than targeting fixed price volumes aggressively. The nearly US$246 million repurchase on 22 July 2026 illustrates the company’s capacity to transact significant volumes when market valuations align with management’s assessment of fair value. The broker arrangement with Goldman Sachs & Co. LLC assures compliance with securities laws and exchange rules, safeguarding against market manipulation and ensuring equitable execution.

Regulatory Compliance and ASX Reporting Standards

The daily buy-back notification filed by News Corporation complies with ASX Listing Rule 3.8A, which mandates entities conducting on-market repurchases to submit notifications at least 30 minutes before trading begins on the business day following repurchase activity. The 23 July 2026 filing, covering purchases made on 22 July 2026, meets this requirement and provides investors with clear disclosure of execution progress. The use of the ASX Appendix 3C form standardizes reporting, enabling investors and market participants to monitor buyback execution effectively.

The repurchase program does not require security holder approval and imposes no minimum or maximum share limits beyond the US$1 billion aggregate cap. There are no preconditions for the program’s unconditional status, and foreign participation is unrestricted. These features create a straightforward, execution-focused program allowing management to make opportunistic repurchase decisions within the board-approved parameters established in July 2025.

Effect on Outstanding Shares and Earnings Per Share

The repurchase reduces the total outstanding shares, impacting financial metrics such as earnings per share (EPS). Acquiring approximately 9.7 million shares on 22 July 2026 represents a material reduction against the 360.5 million shares outstanding. As the US$1 billion buyback progresses, the cumulative share count decline may enhance EPS, assuming earnings remain stable or improve. This accretion is a common rationale for share buybacks, benefiting shareholders who retain their holdings through improved per-share financial performance without requiring earnings growth.

Investors evaluating the long-term impact should consider the timing and valuation of repurchases. Lower valuation purchases yield greater accretion potential. The recent transactions demonstrate a disciplined approach, balancing opportunistic buying with valuation considerations. The US$1 billion ceiling sets clear expectations for shareholder returns, though actual repurchase volumes may vary based on market dynamics, alternative capital uses, or strategic shifts.

Exclusion of ASX-Listed CDI Repurchases and Nasdaq-Centric Program

News Corporation’s explicit exclusion of ASX-listed CEDI securities from the repurchase program is a key detail for Australian investors. The company maintains separate listings: Class A and B shares trade on Nasdaq under ticker NWS, while CEDI (CHESS Depositary Interests) represent Australian claims on those Nasdaq shares. Focusing repurchases on Nasdaq-listed stock ensures that share count reductions benefit all shareholders equally, regardless of listing venue, while simplifying execution through Nasdaq market mechanisms rather than ASX-listed instruments.

This approach addresses regulatory and operational complexities associated with CEDI settlements and maintains consistent compliance with Nasdaq trading standards. Australian investors holding CEDI securities gain from EPS accretion resulting from Nasdaq buybacks, although they do not directly participate in the repurchase transactions.

Goldman Sachs Broker Role and Execution Integrity

Goldman Sachs & Co. LLC acts as the broker executing News Corporation’s share repurchases, bringing institutional expertise and advanced execution capabilities. Operating under SEC and FINRA regulations, Goldman Sachs ensures repurchases comply with securities laws, including rules against market manipulation and requirements for fair dealing concerning material non-public information. This broker partnership provides confidence that the repurchase program adheres to fiduciary and regulatory standards.

Utilizing a leading investment bank enables News Corporation to leverage sophisticated trading analytics, market timing, and algorithmic execution to optimize pricing and efficiency. Goldman Sachs also ensures compliance with Rule 10b5-1 under the Securities Exchange Act, governing trading during periods of potential material non-public information. This broker arrangement is standard for large-scale buyback programs, assuring investors of arm’s-length execution with robust institutional controls.

Program Authorization and Board Endorsement Timeline

The share repurchase program was authorized by News Corporation’s board on 15 July 2025, establishing the US$1 billion aggregate limit and delegating execution discretion to management based on market conditions. 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, providing management with significant execution experience.

The transition from authorization to active daily reporting demonstrates program maturity and ongoing management focus. The board has maintained authorization without amendments or cancellations, signaling sustained confidence in the repurchase strategy. The 23 July 2026 daily notification represents routine transparency rather than new authorization, confirming the program’s continued operation.

Capital Return Philosophy and Shareholder Benefit Approach

News Corporation’s repurchase program aims to enhance shareholder value by returning capital through opportunistic open market purchases. This approach benefits shareholders who retain their shares by increasing per-share ownership interests without altering the underlying business. Unlike dividends, which distribute capital uniformly, or acquisitions that deploy capital externally, buybacks provide a flexible capital return mechanism aligned with management’s valuation views.

The strategy indicates management’s belief that the company’s shares trade at attractive valuations relative to intrinsic value for at least part of the program. The flexible authorization allows adjustment of repurchase pace based on market conditions and valuation assessments. Operating in competitive global media markets with structural challenges, News Corporation’s commitment to repurchases reflects confidence in its cash flow generation and financial flexibility to support shareholder returns while investing in operations.