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

Overview of News Corporation's Global Media and Information Services Operations

News Corporation is a diversified global media and information services enterprise with extensive operations across multiple continents and sectors. The company has distinct share classes listed on Nasdaq in the U.S., specifically Class A and Class B common stock, which are the focus of this repurchase program. With 360,154,249 shares outstanding in the repurchased classes, News Corporation is a major publicly traded entity with a complex capital structure designed to balance varying shareholder interests and governance.

The decision to implement a US$1 billion share buyback reflects News Corporation's strategic capital allocation and confidence in its financial health. By repurchasing shares on the open market rather than through selective or equal access schemes, the company aims to treat all shareholders fairly while pursuing a shareholder value enhancement strategy. Engaging Goldman Sachs & Co. LLC as the executing broker highlights the program's scale and sophistication, ensuring compliance with securities regulations across jurisdictions and optimal market execution.

Details on US$1 Billion Repurchase Authorization and Progress

Authorized on 15 July 2025, News Corporation's repurchase program permits buying back up to US$1 billion of its Nasdaq-listed Class A and Class B common stock. The 27 July 2026 daily buyback update reveals significant progress, with 9,833,699 shares repurchased before the previous trading day at a total cost of US$249,318,237.59, plus 70,004 shares on 24 July 2026 for US$1,870,520.88. This totals approximately US$251.2 million spent, representing roughly 25% of the authorized buyback limit.

Share prices during the repurchase ranged from a low of US$26.885 per share on 24 July 2026 to a high of US$28.975 on 17 July 2026, reflecting market conditions and investor sentiment. News Corporation plans to continue repurchases periodically, contingent on market conditions, share price, and strategic considerations. While there is no minimum share repurchase requirement, the maximum aggregate expenditure is capped at US$1 billion.

Exclusion of ASX-Listed CHESS Depositary Interests from Buyback

A key aspect of the repurchase program is the explicit exclusion of ASX-listed CHESS Depositary Interests (CDIs). The company clarified, "No ASX-listed CDIs will be repurchased in these programs." Many Australian investors hold News Corporation shares via CDIs rather than direct Nasdaq-listed shares. CDIs represent claims on underlying shares held by a depositary bank. By excluding CDIs, the buyback focuses solely on the primary Nasdaq listing, avoiding direct impact on CDI availability or pricing on the ASX.

This exclusion addresses the complexities of cross-listed securities and regulatory requirements across Australian and U.S. markets. Buying back CDIs would involve depositary arrangements and additional disclosure obligations. Concentrating repurchases on the Nasdaq market via Goldman Sachs streamlines execution and maintains separation between U.S. and Australian equity market operations, protecting CDI holders from disruptions while enabling efficient capital return in the U.S. market.

Shareholder Approval and Regulatory Compliance

News Corporation confirmed that no shareholder approval is necessary for this repurchase program, consistent with ASX listing rules governing "other buy-back" programs. The 27 July 2026 notification explicitly states that no shareholder approval is required. Furthermore, there are no restrictions on foreign investor participation, allowing shareholders globally to sell shares to the company's broker. No preconditions must be met before the repurchase becomes unconditional.

The program complies with ASX listing rule 3.8A, requiring daily notifications to the ASX at least 30 minutes before trading begins on the business day following any buyback activity. The 27 July 2026 notification details the 24 July 2026 repurchase, including volumes, prices, and total consideration, ensuring transparency and preventing information asymmetry. Goldman Sachs & Co. LLC's role as the designated broker guarantees adherence to market conduct rules and best execution standards.

USD Currency Denomination and Cash Payment Structure

All repurchases are conducted in United States dollars (USD), aligning with News Corporation's Nasdaq listing and the pricing of its securities. The company pays cash consideration in USD, with the disclosed total of US$249,318,237.59 for shares repurchased before the previous trading day and US$1,870,520.88 for shares bought on 24 July 2026 illustrating the significant cash outlay involved.

This USD denomination affects Australian investors holding CDIs or considering selling shares, as currency conversion from USD to AUD applies. The share price range of US$26.885 to US$28.975 translates into varying AUD amounts depending on exchange rates, adding complexity to valuation decisions for Australian shareholders during the buyback.

Capital Allocation Strategy and Shareholder Value Enhancement

News Corporation's repurchase program aims to enhance shareholder value by reducing outstanding shares and potentially increasing earnings per share. The US$1 billion authorization demonstrates confidence in the company’s financial strength and cash flow. The program’s flexible execution schedule allows management to adjust repurchase timing and volume based on market conditions and strategic priorities.

Unlike dividends, the buyback provides shareholders with optional participation. Those who consider the stock undervalued may benefit from share count reduction and EPS accretion, while others can sell shares at market prices during the buyback. The open market approach ensures equal treatment of all shareholders, maintaining fairness and transparency critical for a large, widely held company like News Corporation.

Execution Process and Goldman Sachs Broker Partnership

Goldman Sachs & Co. LLC has been appointed as the broker to execute the repurchases on the open market. This partnership reflects News Corporation’s commitment to leveraging a leading global financial institution experienced in managing complex equity buybacks. Goldman Sachs executes purchases of both Class A and Class B shares opportunistically, adhering to board-established constraints and timing.

The daily buyback notifications reveal the program’s operational intensity. On 24 July 2026 alone, 70,004 shares were repurchased at prices up to US$26.885. Prior to that, 9,833,699 shares were acquired at an average price near US$25.36 per share. This active execution suggests continuous market monitoring and opportunistic buying by the broker. The program’s flexibility allows adjustments without further shareholder or regulatory approvals beyond the initial authorization.

Timeline and Expected Completion

The update references 22 September 2021 as a buyback date, which appears inconsistent with the 27 July 2026 notification reporting recent repurchases. This likely relates to an earlier authorization, while the current program was authorized on 15 July 2025. No specified end date exists for the current buyback, indicating repurchases may continue until the US$1 billion cap is reached or the board decides otherwise. Investors should watch for future disclosures signaling program completion or extensions.

Daily notifications provide ongoing transparency on buyback progress and pricing, enabling investors to evaluate the company’s capital allocation and the value created or destroyed by the repurchases. Continued updates will help build a comprehensive view of the program’s impact over time.

Market Pricing, Volatility, and Investor Considerations

Share prices paid during the buyback ranged from US$26.885 to US$28.975, a 7.7% range reflecting typical market fluctuations and execution price variability over the program period. The highest price on 17 July 2026 may indicate perceived value or strong demand, while the lowest price on 24 July 2026 suggests more cautious market conditions.

For investors, the buyback’s effectiveness depends on whether the intrinsic value of News Corporation’s shares exceeds the repurchase prices. If so, retiring shares at these prices enhances shareholder value. Conversely, if the stock price falls below the average buyback cost, the program may reduce value. The immediate market impact is unclear from public data. Investors should assess the buyback in the context of News Corporation’s overall financial health, growth outlook, and alternative capital uses, consulting financial advisors as needed before making decisions based on the repurchase program.