Form 4: News Corp Director Ana Paula Pessoa Reports Routine Equity Compensation Transactions

News Corp Director Ana Paula Pessoa reported the cash settlement of deferred stock units and the grant of new units, aligning with standard director compensation practices.

Summary

• Ana Paula Pessoa, a Director of News Corp (NWS), reported transactions involving deferred stock units (DSUs) and Class A Common Stock on July 1, 2025.
• 3,578 deferred stock units were settled for the cash value of an equivalent number of Class A Common Stock shares.
• Concurrently, 3,578 shares of Class A Common Stock were reported as acquired and disposed of at a price of $29.73, representing the cash settlement of the DSUs.
• An additional 1,639 deferred stock units were granted to Ms. Pessoa at a price of $29.73 per unit.
• Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
• Following these transactions, Ms. Pessoa's aggregate beneficial ownership of deferred stock units increased from 40,647 to 42,286 units.
• The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant date and (ii) Ms. Pessoa's end of service as a Director.

Sentiment

Score: 5

Explanation: The filing details routine compensation-related transactions for a director, including the settlement of deferred stock units for cash and the grant of new units, which is a neutral event and does not indicate a change in company fundamentals or outlook.

Positives

• The grant of 1,639 new deferred stock units to Director Ana Paula Pessoa demonstrates continued equity alignment between the director and shareholder interests.
• The transparent reporting of compensation-related transactions through the SEC Form 4 provides clarity to investors regarding director remuneration.

Negatives

• The settlement of 3,578 deferred stock units for cash, rather than shares, means the director did not directly increase her Class A Common Stock holdings from this specific vesting event.

Future Outlook

Deferred stock units granted to the director are scheduled to become payable in cash on the earlier of the first trading day of the quarter five years following their grant date or upon the director's cessation of service.

Management Comments

• The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.
• Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
• The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director.

Industry Context

This filing reflects a common practice in corporate governance where directors receive a portion of their compensation in equity-based awards, such as deferred stock units, to align their interests with long-term shareholder value. Such awards typically vest over time or upon specific conditions, providing an incentive for continued service and performance.

Stakeholder Impact

• Shareholders gain transparency into the compensation structure and equity alignment of a key director.
• The director's continued holding of deferred stock units aligns her financial interests with the long-term performance of News Corp.

Next Steps

• Future cash payments for the deferred stock units will occur on the earlier of the first trading day of the quarter five years following their grant or upon the director's end of service.

Key Dates

Keywords

News Corp, NWS, Form 4, Insider Transaction, Director Compensation, Deferred Stock Units, Equity Compensation, Shareholding, SEC Filing