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

Overview of News Corporation's Share Buyback Program and Authorization

Authorized on July 15, 2025, News Corporation's share repurchase program permits a maximum aggregate buyback value of US$1 billion covering both Class A and Class B common stock. Classified as an "other buy-back" under ASX listing rules, the program operates independently from any ASX-listed CHESS Depositary Interests (CDIs). The company retains flexibility to repurchase either stock class or a combination thereof, enabling management to adapt to market conditions and stock valuations throughout the program's duration.

The program does not require shareholder consent nor impose restrictions on foreign investors. No preconditions must be met for the buyback to proceed, allowing News Corporation to opportunistically execute purchases in the open market or via alternative methods as approved by the board, subject to regulatory compliance and listing rules.

Details of Daily Buyback Activity and Pricing in July 2026

According to the daily buyback notification filed on July 28, 2026, News Corporation acquired 9,903,703 shares before July 27, 2026, for a total of US$251,188,758.47. On July 27 alone, an additional 66,163 shares were repurchased for US$1,813,130.85. Combined, these transactions amount to 9,969,866 shares bought back for roughly US$253 million during this reporting period.

Share prices during this timeframe fluctuated between US$22.20 and US$28.975. The peak price of US$28.975 occurred on July 17, 2026, while the lowest price of US$22.20 was recorded on an unspecified date within the period. This approximately 30% price range indicates that News Corporation executed purchases across diverse market conditions, potentially optimizing valuations amid varying trading opportunities.

Goldman Sachs' Role as Executing Broker in the Buyback Program

Goldman Sachs & Co. LLC has been appointed to manage the execution of News Corporation's share repurchase program. As the executing broker, Goldman Sachs facilitates the acquisition of Class A and Class B common stock on the open market or through other channels. This partnership underscores the complexity of managing a US$1 billion buyback across multiple trading venues and market environments. Goldman Sachs' global investment banking expertise supports efficient execution while minimizing market impact.

Utilizing an established broker grants News Corporation access to advanced trading infrastructure and liquidity. Goldman Sachs coordinates purchases over multiple sessions and venues to optimize execution within board-set parameters. ASX listing rule 3.8A mandates daily disclosure of purchase volumes, consideration paid, and price ranges, ensuring transparency about the program's progress.

Impact on Capital Structure and Total Shares Outstanding

At the time of the latest notification, News Corporation had 360,154,249 shares outstanding in the classes subject to the buyback. The repurchase of 9,969,866 shares to date represents approximately 2.77% of this total, indicating the program remains in its initial phases relative to the authorized amount. Assuming repurchased shares are cancelled, the total share count will decline, potentially enhancing earnings per share and shareholder value.

Reducing the outstanding share count distributes net income across fewer shares, improving per-share metrics favored by investors and analysts. Although the initial anticipated buyback completion date was September 22, 2021, ongoing daily execution reported in July 2026 suggests the program has been extended or adjusted.

Objective to Boost Shareholder Value Through Strategic Buybacks

News Corporation's primary goal for the repurchase program is to increase shareholder value. By repurchasing shares at market prices deemed attractive relative to intrinsic value, the company seeks to raise proportional ownership and earnings per share for remaining shareholders. The board’s flexibility to purchase shares "from time to time" based on market conditions reflects a disciplined capital allocation approach.

The US$1 billion authorization enables substantial capital deployment. The July 2026 price range of US$22.20 to US$28.975 demonstrates purchases across varied valuations, allowing management to average repurchase costs and respond to market volatility, thereby enhancing shareholder value by diversifying purchase price points.

Nasdaq Listing and Exclusion of ASX-Listed Securities from Buyback

News Corporation’s Class A and Class B common stock are listed on Nasdaq, with the buyback program operating exclusively within this market. The company has clarified that no ASX-listed CHESS Depositary Interests (CDIs) will be repurchased under the 2025 program. This distinction is important for ASX investors holding CDIs, as the buyback does not directly affect ASX-listed securities supply.

The dual listing structure, with Nasdaq primary equity listings and ASX-listed CDIs as investment proxies, requires tailored capital and investor engagement strategies. The exclusion of ASX-listed CDIs from the buyback means changes in share count occur solely in Nasdaq-listed securities, with CDI holders potentially benefiting proportionally through improved per-share metrics subject to CDI conversion terms.

US Dollar Denomination and International Capital Management

The buyback program’s pricing and payments are denominated in US dollars (USD), consistent with the Nasdaq listing and News Corporation’s multinational operations. The approximately US$253 million spent in July 2026 reflects significant capital deployment in foreign currency. This USD basis aligns with the company’s global media and information services footprint.

For Australian investors holding ASX-listed CDIs, currency fluctuations between the Australian dollar and USD may impact the buyback’s relative value. A weaker Australian dollar increases the effective cost of USD-denominated repurchases locally, while a stronger Australian dollar reduces it, adding complexity to investment evaluations regarding shareholder value implications.

Regulatory Compliance and Daily Reporting Obligations

News Corporation’s July 28, 2026 daily buyback notification complies with ASX listing rule 3.8A, requiring daily reports at least 30 minutes before trading on the business day following repurchase activity. The notification covers transactions on July 27, 2026, and the preceding period, demonstrating adherence to transparency and reporting standards. Each report details volumes acquired, consideration paid, and price ranges achieved, ensuring market visibility into the program’s execution.

These regulatory requirements prevent market manipulation and promote fair trading by mandating public disclosure of repurchase activity and pricing. The absence of conditions or restrictions—such as shareholder approval or foreign participation limits—grants News Corporation substantial discretion to execute the buyback within the US$1 billion authorization.

Market Conditions and Opportunistic Execution Approach

News Corporation’s strategy to execute repurchases "from time to time" based on market conditions and share price reflects an opportunistic approach. The variation in daily purchase volumes—9,903,703 shares before July 27 and 66,163 on that day—indicates responsiveness to liquidity, price movements, and trading opportunities. This tactical method aims to maximize capital deployment efficiency by focusing purchases when valuations are favorable relative to intrinsic value.

The broad price range (US$22.20 to US$28.975) during this period highlights equity market volatility influenced by investor sentiment, company developments, macroeconomic factors, and sector trends. News Corporation’s willingness to buy across this spectrum demonstrates confidence in its long-term value and commitment to the buyback despite short-term price fluctuations. Daily execution reports confirm effective management of execution efficiency while minimizing market impact from large-scale repurchases.