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

Strategic Capital Allocation and Shareholder Value Focus at News Corporation

News Corporation’s announcement of a US$1 billion share repurchase program marks a major capital allocation move by the media conglomerate. The buyback is explicitly intended to enhance shareholder value, a common strategy among large-cap firms to return capital to equity holders. By repurchasing shares on the open market, News Corporation reduces outstanding shares, potentially improving earnings per share if net income remains stable or grows. The program’s authorisation on 15 July 2025 and subsequent active repurchases demonstrate management’s view that current market valuations offer a favorable opportunity for capital deployment.

The sizeable US$1 billion authorization highlights News Corporation’s financial strength and confidence in its strategic outlook. With 142,563,006 Class B common shares outstanding at the notification date, the repurchase program represents a significant yet measured capital management approach. The company’s flexibility to execute repurchases "subject to market conditions and the market price of the Company's stock, as well as other factors" reflects a pragmatic strategy balancing opportunistic buying during market dips with disciplined capital stewardship. This discretion allows for suspension or acceleration of repurchases based on operational results and market trends.

Repurchase Execution and Pricing Trends Through July 2026

News Corporation’s repurchase program shows active execution, with notable purchase volumes through 27 July 2026. The company disclosed acquiring 4,649,056 shares for US$133,917,781.39 prior to the latest reporting day, plus an additional 30,471 shares on 24 July 2026 for US$917,241.09. Cumulatively, 4,679,527 shares were repurchased for about US$134.8 million.

Pricing varied significantly during the repurchase period, with the highest price paid at US$32.89 per share on 17 July 2026 and the lowest at US$25.00 per share on the previous day. This US$7.89 range over two dates indicates stock price volatility during July 2026. The pricing spread suggests that under Goldman Sachs & Co. LLC’s management, News Corporation strategically accumulated shares across different valuation levels, aiming for a favorable average execution price, although the average price was not disclosed.

Goldman Sachs’ Role and Open Market Buyback Structure

Goldman Sachs & Co. LLC acts as the exclusive broker for News Corporation’s open market share repurchases. This setup enables flexible execution without formal shareholder offers or complex selective buyback procedures. Employing a major investment bank provides sophisticated trading infrastructure, market insight, and execution algorithms to optimize timing and pricing of purchases across Class A and Class B stock.

The open market framework offers operational agility compared to other buyback types, allowing continuous execution responsive to market conditions and company cash flow. The program excludes minimum holding buybacks and imposes no foreign participation restrictions. No shareholder approvals are required, streamlining capital deployment. Although initially anticipated to conclude by 22 September 2021, repurchases have continued through at least 27 July 2026, as shown by daily notifications.

Nasdaq-Only Focus and Exclusion of ASX-Listed CDIs

The company update clarifies that ASX-listed CHESS Depositary Interests (CDIs) are excluded from the 2025 Repurchase Program. The repurchases target only Nasdaq-listed Class A and Class B common stock. This focus reflects the predominance of North American shareholders and greater liquidity on Nasdaq. Concentrating repurchases on the Nasdaq listing optimizes execution efficiency while maintaining the ASX CDI structure unchanged.

News Corporation’s dual-listing—primary Nasdaq shares and ASX-traded CDIs—requires coordinated capital management. Excluding ASX-listed CDIs preserves Australian investors’ exposure unaffected by the buyback, likely due to liquidity, tax, or regulatory considerations. The program covers Class A and Class B common stock, with Class B shares specifically noted in the notification. This separation of activity between primary and secondary listings is a deliberate strategy to maximize market efficiency.

Authorization and Ongoing Notification Updates

The 2025 Repurchase Program was authorised on 15 July 2025, establishing the legal basis for the US$1 billion commitment. The 27 July 2026 notification updates the initial buyback notice, serving as a daily buyback report under ASX listing rule 3.8A rather than a new or final notification. The prior update was filed on 24 July 2026, reflecting News Corporation’s compliance with daily reporting requirements whenever repurchases occur.

Daily notifications must be submitted at least 30 minutes before trading begins on the business day following repurchases, ensuring transparency of cumulative activity and pricing. This reporting regime supports investor and regulator awareness while allowing operational flexibility. News Corporation’s consistent filings demonstrate adherence to disclosure obligations and indicate a continuous, active repurchase program rather than isolated buyback events.

Capital Allocation Priorities and Shareholder Return Strategy

The US$1 billion repurchase authorization aligns with News Corporation’s broader capital allocation and shareholder return strategy. The media and entertainment company generates substantial cash flows from diversified content and information services, enabling investments in growth, acquisitions, debt reduction, and shareholder distributions. The buyback complements dividends and potential acquisitions, with discretionary execution allowing pauses or accelerations based on market and operational factors.

By linking repurchase activity to "market conditions and the market price of the Company's stock," management emphasizes disciplined capital deployment focused on attractive valuations. This approach contrasts with automatic buyback programs that ignore valuation. The stated objective of enhancing shareholder value reflects confidence that repurchasing shares is a prudent use of capital. Investors should view the buyback within the context of News Corporation’s total cash deployment, including capital expenditures, debt management, and dividends.

Market Environment and Share Price Volatility During Repurchases

Pricing data from July 2026 reveals significant stock price movement during the repurchase period. The highest price paid was US$32.89 on 17 July 2026, while the lowest was US$25.00, indicating approximately 24% volatility. Such fluctuations are typical for large-cap media stocks influenced by earnings reports, market sentiment, competition, and macroeconomic factors. News Corporation’s strategy of repurchasing across this range suggests a focus on steady execution rather than timing solely at the lowest prices.

With approximately US$134.8 million deployed by late July 2026, about 13.5% of the authorized amount has been utilized within roughly two weeks of active buybacks. If this pace continues, the program could exhaust the US$1 billion authorization in several months, though flexibility allows adjustments based on market and corporate priorities. Investors should expect ongoing daily buyback notifications as the program progresses.

Regulatory Compliance and ASX Disclosure Obligations

News Corporation’s Appendix 3C filing complies with ASX listing rules governing share buyback disclosures. The form details program structure, pricing, volume, timing, and broker arrangements, ensuring market participants have material information to assess capital deployment. Daily notifications provide transparency on cumulative activity and execution prices. No conditions precedent or shareholder approvals are required, reflecting streamlined governance for this large-cap entity.

The "Other buy-back" classification corresponds to News Corporation’s Nasdaq primary listing. While maintaining an ASX listing via CDIs, the buyback operates under rules for entities primarily listed outside Australia. This regulatory framework ensures compliance without diminishing disclosure standards. Excluding ASX-listed CDIs from the buyback is a deliberate operational and compliance decision, confining activity to Nasdaq market infrastructure. The Appendix 3C filing offers comprehensive, contemporaneous disclosure of the buyback’s mechanics, progress, and financial details.