SCHEDULE: Murdoch Family Trusts Divest News Corp Shares in $2.44B Sale

Three Murdoch family trusts completed the sale of all their beneficial ownership in News Corporation's Class B and Class A common stock for approximately $2.44 billion.

Summary

• MFT SH Family Trust, EM 2025 Family Trust, and MacLeod Family Discretionary Trust (Reporting Persons) filed a Schedule 13D to report the disposition of their beneficial ownership in News Corporation.
• The filing constitutes an exit filing for the Reporting Persons, indicating they no longer hold any interest, directly or indirectly, in News Corporation.
• On September 6, 2025, the Murdoch Family Trust (MFT) transferred approximately 50% of its Class A and Class B shares of News Corporation to the Reporting Persons, with the remaining shares going to three other trusts for Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch.
• On September 10, 2025, the Reporting Persons sold 14,071,293 Class B Shares in an underwritten offering for an aggregate sales price of approximately $450 million.
• Additionally, on September 10, 2025, the Reporting Persons sold 7,125 Class A Shares and 24,256,641 Class B Shares, along with shares of Fox Corporation, to LGC Holdco LLC for an aggregate purchase price of approximately $1,990 million.
• The total aggregate sales price for News Corporation shares from these transactions by the Reporting Persons is approximately $2.44 billion.

Sentiment

Score: 6

Explanation: The filing reports a significant divestment by family trusts, which is a neutral event for the company's operations but could be perceived as a slight negative due to reduced insider ownership. However, the successful completion of the large sale indicates market liquidity and demand for the shares. The detailed legal and financial disclosures are standard for such transactions.

Positives

• The successful completion of a large-scale secondary offering and private sale indicates market liquidity and demand for News Corporation's shares.
• The transactions generated significant capital for the selling trusts, totaling approximately $2.44 billion from News Corporation shares.

Negatives

• The divestment by significant family trusts could be interpreted by some investors as a reduction in insider confidence, although it is part of a broader family trust restructuring.
• The large volume of shares sold could potentially exert downward pressure on the stock price, depending on market absorption dynamics.

Risks

• Risk of any material adverse change in the condition, financial or otherwise, or in the earnings, business, properties or operations of News Corporation and its subsidiaries.
• Potential for legal or governmental actions, suits, or proceedings against the Company or its subsidiaries that could result in a Material Adverse Change.
• Existence of labor disputes that could result in a Material Adverse Change.
• Challenges to News Corporation's rights in Intellectual Property or allegations of infringement.
• Risk of being required to register as an investment company under the Investment Company Act of 1940.
• Adequacy of insurance policies and potential denial of liability by insurance companies.
• Actions designed to cause or result in stabilization or manipulation of share price in violation of Regulation M under the Exchange Act.
• Violations of the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption laws.
• Dealings or transactions with sanctioned persons, countries, or territories in violation of applicable sanctions.
• Non-compliance with financial recordkeeping and reporting requirements under Anti-Money Laundering Laws.
• Non-compliance with environmental laws and regulations, or liabilities arising from hazardous substances.
• Non-compliance with provisions of the Sarbanes-Oxley Act of 2002.
• Ineffectiveness of disclosure controls and procedures.
• Material weaknesses or changes in internal control over financial reporting.
• Security breaches, unauthorized access, or compromise of IT Systems and Data.
• Failure to possess adequate certificates, authorities, or permits required to conduct business.
• Forward-looking statements made without a reasonable basis or not in good faith.

Future Outlook

The filing includes a standard legal disclaimer regarding forward-looking statements, noting that any such statements in the Registration Statement, Time of Sale Prospectus, or Final Prospectus have been made or reaffirmed by the Company with a reasonable basis and disclosed in good faith. No specific forward-looking guidance or operational outlook is provided within this filing.

Industry Context

This filing details a significant ownership restructuring within the Murdoch family's holdings in News Corporation, a major global media and publishing company. The divestment by specific family trusts, alongside a similar transaction involving Fox Corporation shares, suggests a coordinated effort in estate planning or portfolio rebalancing across the family's media assets. Such large-scale changes in beneficial ownership are notable for long-standing family-controlled enterprises and can influence market perception regarding long-term governance and strategic direction, even if the company's operational strategy remains unchanged.

Related Party Transactions

• The Reporting Persons are trusts established by the trustee of the Murdoch Family Trust for the benefit of Prudence MacLeod, Elisabeth Murdoch, James Murdoch, and their respective descendants and charitable organizations.
• The Murdoch Family Trust transferred shares to the Reporting Persons and other trusts for Lachlan K. Murdoch, Grace Murdoch, and Chloe Murdoch.
• The sale of shares to LGC Holdco LLC is part of a broader series of transactions involving the Murdoch Family Trust's holdings in both News Corporation and Fox Corporation, suggesting a related party context due to the family's overarching control and restructuring efforts.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by significant family trusts could impact market perception and potentially share price volatility. The entry of LGC Holdco LLC as a new significant holder (or increased holding) could also be relevant to the ownership structure.
• Company (News Corporation): While the company itself is not raising capital, the transaction involves its shares and requires its cooperation through the underwriting agreement. The change in beneficial ownership structure could have long-term governance implications, particularly concerning the influence of the Murdoch family.

Next Steps

• The Company will prepare and file the Final Prospectus pursuant to Rule 424(b) under the Securities Act.
• The Company will endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of requested jurisdictions.
• The Company will make generally available to its security holders an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter after the date of the Underwriting Agreement, satisfying Section 11(a) of the Securities Act.

Key Dates

Recommendation

The filing primarily concerns a large-scale divestment of News Corporation shares by several Murdoch family trusts, totaling approximately $2.44 billion. This is a significant change in beneficial ownership and could be interpreted in various ways by the market. While the successful execution of such a large secondary offering indicates market liquidity and demand for the shares, it does not provide new information on the company's operational performance or future strategic direction. The transaction is more about family estate planning and portfolio restructuring than a direct reflection of News Corp's current business health. Therefore, a 'hold' recommendation is appropriate for existing investors awaiting further operational updates, and new investors might exercise caution until the market fully digests the implications of this ownership shift.

Keywords

News Corporation, Class B Common Stock, Class A Common Stock, SEC Filing, Schedule 13D, Share Sale, Underwritten Offering, Murdoch Family Trust, LGC Holdco LLC, Divestment, Beneficial Ownership, Media, Publishing, Financial Markets