NEWS CORP - Annual Report: 2025 (Form 10-K)

For the fiscal year ended June 30, 2025, revenues at the Digital Real Estate Services segment increased $144 million, or 9%, as compared to fiscal 2024. Revenues at REA Group increased $136 million, or 12%, to $1,250 million for the fiscal year ended June 30, 2025 from $1,114 million in fiscal 2024. The increase was primarily due to higher Australian residential revenues driven by price increases, increased depth penetration and growth in national listings and higher revenues from REA India, partially offset by the $14 million, or 1%, negative impact of foreign currency fluctuations. Revenues at Move increased $8 million, or 1%, to $552 million for the fiscal year ended June 30, 2025 from $544 million in fiscal 2024, driven by revenue growth in seller, new homes and rentals, including the partnership with Zillow, higher sales of RealPRO SelectSM (formerly Market VIPSM), as Move shifts its focus to more premium offerings, and higher advertising revenues. The increases were largely offset by the continued negative impact of the macroeconomic environment on the U.S. housing market, including higher interest rates, which resulted in a 9% decline in lead volumes and lower transaction volumes.

For the fiscal year ended June 30, 2025, Segment EBITDA at the Digital Real Estate Services segment increased $93 million, or 18%, as compared to fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher employee costs at REA Group, $12 million of costs related to the withdrawn offer to acquire Rightmove in the first quarter of fiscal 2025, higher costs from REA India and the $6 million, or 1%, negative impact of foreign currency fluctuations.

Book Publishing (25% of the Company’s consolidated revenues in both fiscal 2025 and 2024)


	For the fiscal years ended June 30,
	2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)
Revenues:
Consumer	$	2,047	$	2,000	$	47	2	%
Other	102		93		9		10	%
Total Revenues	2,149		2,093		56		3	%
Operating expenses	(1,450)		(1,441)		(9)		(1)	%
Selling, general and administrative	(403)		(383)		(20)		(5)	%
Segment EBITDA	$	296	$	269	$	27	10	%

For the fiscal year ended June 30, 2025, revenues at the Book Publishing segment increased $56 million, or 3%, as compared to fiscal 2024, primarily due to higher digital book sales, improved returns in the U.S. and the $14 million impact from the acquisition of a German book publisher. Digital sales increased by 5% as compared to fiscal 2024 driven by continued market growth in audiobooks, including the contribution from the Spotify partnership, as well as growth in e-book sales. Digital sales represented approximately 24% of consumer revenues in fiscal 2025 as compared to 23% in fiscal 2024. Backlist sales represented approximately 64% of consumer revenues during the fiscal year ended June 30, 2025, as compared to 61% in fiscal 2024. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $4 million, or 1%, for the fiscal year ended June 30, 2025 as compared to fiscal 2024.

For the fiscal year ended June 30, 2025, Segment EBITDA at the Book Publishing segment increased $27 million, or 10%, as compared to fiscal 2024, primarily due to the higher revenues discussed above, partially offset by higher employee costs and costs from recent acquisitions.

News Media (26% and 28% of the Company’s consolidated revenues in fiscal 2025 and 2024, respectively)


	For the fiscal years ended June 30,
	2025		2024		Change		% Change
(in millions, except %)					Better/(Worse)
Revenues:
Circulation and subscription	$	1,118	$	1,128	$	(10)	(1)	%
Advertising	820		859		(39)		(5)	%
Other	232		283		(51)		(18)	%
Total Revenues	2,170		2,270		(100)		(4)	%
Operating expenses	(1,142)		(1,264)		122		10	%
Selling, general and administrative	(875)		(873)		(2)		—	%
Segment EBITDA	$	153	$	133	$	20	15	%

On July 15, 2025, the Company announced a new stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2025 Repurchase Program” and, together with the 2021 Repurchase Program, the “Stock Repurchase Programs”), which is in addition to the remaining authorized amount under the 2021 Repurchase Program.

The manner, timing, number and share price of any repurchases under the Stock Repurchase Programs will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Stock Repurchase Programs have no time limit and may be modified, suspended or discontinued at any time.

Dividends

The following table summarizes the dividends declared and paid per share on both the Company’s Class A Common Stock and Class B Common Stock:


	For the fiscal years ended June 30,
	2025		2024
Cash dividends paid per share	$	0.20	$	0.20

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The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Company’s Board of Directors (the “Board of Directors”). The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.

Sources and Uses of Cash—Fiscal 2025 versus Fiscal 2024

Net cash provided by operating activities from continuing operations for the fiscal years ended June 30, 2025 and 2024 was as follows:


	For the fiscal years ended June 30,
	2025		2024
	(in millions)
Net cash provided by operating activities from continuing operations	$	978	$	897

Net cash provided by operating activities from continuing operations increased by $81 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024. The increase was primarily due to higher Total Segment EBITDA and lower restructuring and interest payments, largely offset by higher working capital and higher tax payments.

Net cash used in investing activities from continuing operations for the fiscal years ended June 30, 2025 and 2024 was as follows:


	For the fiscal years ended June 30,
	2025		2024
	(in millions)
Net cash used in investing activities from continuing operations	$	(406)	$	(410)

Net cash used in investing activities from continuing operations decreased $4 million for the fiscal year ended June 30, 2025 as compared to fiscal 2024 driven by the $193 million of higher proceeds from sales of investments, primarily REA Group’s interest in PropertyGuru, partially offset by the $58 million increase in cash used for purchases of investments, $58 million increase in net cash used for acquisitions and $50 million increase in capital expenditures.

Net cash used in financing activities from continuing operations for the fiscal years ended June 30, 2025 and 2024 was as follows:


	For the fiscal years ended June 30,
	2025		2024
	(in millions)
Net cash used in financing activities from continuing operations	$	(524)	$	(483)

Net cash used in financing activities from continuing operations was $524 million for the fiscal year ended June 30, 2025 as compared to $483 million for fiscal 2024.

During the fiscal year ended June 30, 2025, the Company had $203 million of borrowing repayments, primarily related to REA Group, dividend payments of $185 million to News Corporation stockholders and REA Group minority stockholders and $150 million of repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $61 million at REA Group.

During the fiscal year ended June 30, 2024, the Company had $409 million of borrowing repayments, primarily related to the refinancing of REA Group’s debt portfolio, dividend payments of $172 million to News Corporation stockholders and REA Group minority stockholders and $117 million of repurchases of outstanding Class A and Class B Common Stock under the 2021 Repurchase Program. The net cash used in financing activities from continuing operations was partially offset by new borrowings of $278 million primarily related to the refinancing of REA Group’s debt portfolio. See Note 9—Borrowings in the accompanying Consolidated Financial Statements.

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Net cash provided by discontinued operations for the fiscal years ended June 30, 2025 and 2024 was as follows:


	For the fiscal years ended June 30,
	2025		2024
	(in millions)
Net cash provided by discontinued operations	$	370	$	129

Net cash provided by discontinued operations for the fiscal year ended June 30, 2025 primarily relates to the sale of Foxtel.

Reconciliation of Free Cash Flow

Free cash flow is a non-GAAP financial measure. Free cash flow is defined as net cash provided by (used in) operating activities from continuing operations, less capital expenditures. Free cash flow excludes cash flow from discontinued operations. Free cash flow may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

Free cash flow does not represent the total increase or decrease in the cash balance for the period and should be considered in addition to, not as a substitute for, the net change in cash and cash equivalents as presented in the Company’s consolidated Statements of Cash Flows prepared in accordance with GAAP, which incorporates all cash movements during the period. The Company believes free cash flow provides useful information to management and investors about the Company’s liquidity and cash flow trends.

The following table presents a reconciliation of net cash provided by operating activities from continuing operations to free cash flow:


	For the fiscal years ended June 30,
	2025		2024
	(in millions)
Net cash provided by operating activities from continuing operations	$	978	$	897
Less: Capital expenditures	(407)		(357)
Free cash flow	571		540

Free cash flow in the fiscal year ended June 30, 2025 was $571 million compared to $540 million in fiscal 2024. Free cash flow increased due to higher cash provided by operating activities from continuing operations, as discussed above, partially offset by the $50 million increase in capital expenditures.

Borrowings

News Corporation Borrowings

As of June 30, 2025, News Corporation had (i) borrowings of $1,962 million, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes and Term A Loans, and (ii) $750 million of undrawn commitments available under the Revolving Facility.

REA Group Borrowings

As of June 30, 2025, REA Group had A$400 million of undrawn commitments available under the 2024 REA Credit Facility. During the fiscal year ended June 30, 2025, REA Group terminated its (i) A$83 million 2024 Subsidiary Facility and repaid the amount outstanding using capacity available under the 2024 REA Credit Facility and (ii) terminated its A$200 million 2024 REA Credit Facility—tranche 2 and repaid the amount outstanding using proceeds from the sale of REA Group’s interest in PropertyGuru. REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by REA Group and certain of its subsidiaries and is non-recourse to News Corp.

All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at June 30, 2025.

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See Note 9—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including additional information about interest rates, amortization (if any), maturities and covenants related to such debt arrangements.

Commitments

The Company has commitments under certain firm contractual arrangements to make future payments. These firm commitments secure the current and future rights to various assets and services to be used in the normal course of operations.

The following table summarizes the Company’s material firm commitments as of June 30, 2025:

Change in Interest Rates


	As of June 30, 2025
	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(in millions)
Purchase obligations(a)	$	415	$	437	$	88	$	94	$	1,034


Operating leases(b)	117		208		146		860		1,331


(1)

Credit Risk

Cash and cash equivalents are maintained with multiple financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

The Company’s receivables did not represent significant concentrations of credit risk as of June 30, 2025 or June 30, 2024 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.

The Company monitors its positions with, and the credit quality of, the financial institutions which are counterparties to its financial instruments. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the agreements. As of June 30, 2025, the Company did not anticipate nonperformance by any of the counterparties.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NEWS CORPORATION

INDEX TO FINANCIAL STATEMENTS

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Management’s Report on Internal Control Over Financial Reporting for June 30, 2025

Management of News Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of News Corporation;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America;

•provide reasonable assurance that receipts and expenditures of News Corporation are being made only in accordance with authorizations of management and directors of News Corporation; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

News Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. Also, the assessment of the effectiveness of internal control over financial reporting was made as of a specific date. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of News Corporation’s internal control over financial reporting as of June 30, 2025, based on criteria for effective internal control over financial reporting described in the 2013 “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment and those criteria, management determined that, as of June 30, 2025, News Corporation maintained effective internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee of News Corporation’s Board of Directors.

Ernst & Young LLP, the independent registered public accounting firm who audited and reported on the Consolidated Financial Statements of News Corporation included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, has audited the Company’s internal control over financial reporting. Their report appears on the following page.

August 6, 2025

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of News Corporation

Opinion on Internal Control Over Financial Reporting

We have audited News Corporation’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, News Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended June 30, 2025, and the related notes and our report dated August 6, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/

August 6, 2025

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of News Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of News Corporation (the Company) as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 6, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.


						Valuation of Goodwill

Description of the Matter						As of June 30, 2025, the Company’s goodwill was $4,373 million. As disclosed in Note 8 to the consolidated financial statements, goodwill is tested for impairment annually in the fourth quarter or earlier if events occur or circumstances change that would more likely than not reduce the fair values below their carrying amounts. Auditing the Company’s annual goodwill impairment test was complex due to the significant judgment in estimating the fair value of a reporting unit when a quantitative assessment of fair value is performed. In particular, the fair value estimates were sensitive to changes in significant assumptions such as the discount rate, projected revenue growth rate, and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margin. All of these assumptions are affected by expected future market or economic conditions.

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How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill quantitative impairment assessment process. For example, we tested controls over management’s review of the significant assumptions and methodologies used in estimating the fair values of the reporting units. We also tested management’s controls to validate that the data used in the valuation models was complete and accurate. To test the estimated fair value of a reporting unit when a quantitative impairment assessment was performed, our audit procedures included, among others, assessing methodologies and testing the completeness and accuracy of the underlying data used by the Company. We performed sensitivity analyses over the significant assumptions identified to evaluate the change in the fair value of a reporting unit resulting from changes in the assumptions. Our testing procedures over the significant assumptions included, among others, comparing projected revenue growth rates and EBITDA margins to historical trends, current industry and economic trends, while also considering changes in the Company’s business model. We also involved our internal valuation specialists to assist in evaluating the Company’s models, valuation methodology, and significant assumptions used in the fair value estimates. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

New York, New York

August 6, 2025

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)


		For the fiscal years ended June 30,
	Notes	2025	2024	2023
Revenues:
Circulation and subscription		$	$	$
Advertising
Consumer
Real estate
Other
Total Revenues	4
Operating expenses		()	()	()
Selling, general and administrative		()	()	()
Depreciation and amortization		()	()	()
Impairment and restructuring charges	5, 7, 8	()	()	()
Equity losses of affiliates	6	()	()	()
Interest income (expense), net			()	()
Other, net	21		()
Income before income tax expense from continuing operations
Income tax expense from continuing operations	19	()	()	()
Net income from continuing operations
Net income (loss) from discontinued operations, net of tax			()	()
Net income
Net income attributable to noncontrolling interests from continuing operations		()	()	()
Net loss attributable to noncontrolling interests from discontinued operations
Net income attributable to News Corporation stockholders		$	$	$

Net income (loss) attributable to News Corporation stockholders per share:	14
Basic:
Continuing operations		$	$	$
Discontinued operations				()
		$	$	$
Diluted:
Continuing operations		$	$	$
Discontinued operations			()	()
		$	$	$

The accompanying notes are an integral part of these audited consolidated financial statements.

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)


	For the fiscal years ended June 30,
	2025	2024	2023
Net income	$	$	$
Other comprehensive (loss) income:
Foreign currency translation adjustments(a)	()	()
Net change in the fair value of cash flow hedges(b)	()	()
Benefit plan adjustments, net(c)	()		()
Other comprehensive (loss) income	()	()
Comprehensive income
Net income attributable to noncontrolling interests	()	()	()
Other comprehensive loss attributable to noncontrolling interests(d)
Comprehensive income attributable to News Corporation stockholders	$	$	$

(a)

(b)) million, $() million and $ million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

(c)) million, $ million and $() million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

(d)

The accompanying notes are an integral part of these audited consolidated financial statements.

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NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

As of June 30,

Notes

2025

2024

Assets:

Current assets:

Cash and cash equivalents

Receivables, net

Inventory, net

Other current assets

Current assets of discontinued operations

Total current assets

Non-current assets:

Investments

Property, plant and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Goodwill

Deferred income tax assets, net

Other non-current assets

Non-current assets of discontinued operations

Total assets

Liabilities and Equity:

Current liabilities:

Accounts payable

Accrued expenses

Deferred revenue

Current borrowings

Other current liabilities

Current liabilities of discontinued operations

Total current liabilities

Non-current liabilities:

Borrowings

Retirement benefit obligations

Deferred income tax liabilities, net

Operating lease liabilities

Other non-current liabilities

Non-current liabilities of discontinued operations

Commitments and contingencies

Class A common stock(a)

Class B common stock(b)

Additional paid-in capital

Accumulated deficit

()

Accumulated other comprehensive loss

()

Total News Corporation stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

(a) par value per share (“Class A Common Stock”), shares authorized, and shares issued and outstanding, net of treasury shares at par, at June 30, 2025 and June 30, 2024, respectively.

(b) par value per share (“Class B Common Stock”), shares authorized, and shares issued and outstanding, net of treasury shares at par, at June 30, 2025 and June 30, 2024, respectively.

The accompanying notes are an integral part of these audited consolidated financial statements.

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


		For the fiscal years ended June 30,
	Notes	2025	2024	2023
Operating activities:
Net income		$	$	$
Net (income) loss from discontinued operations, net of tax		()
Net income from continuing operations
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization
Operating lease expense
Equity losses of affiliates	6
Impairment charges	7,8
Deferred income taxes	19
Other, net		()
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets		()	()	()
Inventories, net		()
Accounts payable and other liabilities		()	()
Net cash provided by operating activities from continuing operations
Investing activities:
Capital expenditures		()	()	()
Proceeds from sales of property, plant and equipment
Acquisitions, net of cash acquired		()	()	()
Purchases of investments in equity affiliates and other		()	()	()
Proceeds from sales of investments in equity affiliates and other
Other, net		()		()
Net cash used in investing activities from continuing operations		()	()	()
Financing activities:
Borrowings	9
Repayment of borrowings	9	()	()	()
Repurchase of shares	12	()	()	()
Dividends paid		()	()	()
Other, net		()	()	()
Net cash used in financing activities from continuing operations		()	()	()
Cash flows from discontinued operations:
Net cash provided by operating activities from discontinued operations
Net cash provided by (used in) investing activities from discontinued operations			()	()
Net cash (used in) provided by financing activities from discontinued operations		()
Net cash provided by discontinued operations

Net change in cash and cash equivalents, including discontinued operations
Effect of exchange rate changes on cash and cash equivalents, including discontinued operations			()	()
Cash and cash equivalents, including discontinued operations, beginning of year
Cash and cash equivalents, including discontinued operations, end of year
Less: Cash and cash equivalents at end of period of discontinued operations			()	()
Cash and cash equivalents		$	$	$

The accompanying notes are an integral part of these audited consolidated financial statements.

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

Class A
Common Stock

Class B
Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Total News Corporation Equity

Noncontrolling Interests

Total Equity

Amount

Balance, June 30, 2022

()

Net income

—

Other comprehensive income (loss)

—

()

Dividends

—

()

—

()

Share repurchases

()

—

()

—

()

—

()

—

()

Other

—

()

Balance, June 30, 2023

()

Net income

—

Other comprehensive loss

—

()

Dividends

—

()

—

()

Share repurchases

()

—

()

—

()

—

()

—

()

Other

—

()

Balance, June 30, 2024

()

Revenues

Operating expenses

()

Selling, general and administrative

()

Depreciation and amortization(a)

()

Impairment and restructuring charges

()

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $

Advertising

Consumer

Real estate

Other

Total Revenues

$ $ $ $ $ $

) ) ) Imprints Radio broadcast licenses Total intangible assets not subject to amortization Intangible Assets Subject to Amortization

Publishing rights

Customer relationships

Other

Total intangible assets subject to amortization, net Total Intangible assets, net$ $ to years$ $ $ $ $ $

Customer relationships(b)

to years

Other(c)

to years

Total

$ $ $ $ $ $

(a)The useful lives of publishing rights are primarily based on the weighted-average remaining contractual terms of the underlying publishing contracts and the Company’s estimates of the period within those terms that the asset is expected to generate a majority of its future cash flows.

(b)The useful lives of customer relationships are estimated by applying historical attrition rates and determining the resulting period over which a majority of the accumulated undiscounted cash flows related to the customer relationships are expected to be generated.

(c)The useful lives of other intangible assets represent the periods over which these intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.

Amortization expense related to amortizable intangible assets was $ million, $ million and $ million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

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Fiscal 2027 Fiscal 2028 Fiscal 2029 Fiscal 2030 $ $ $ $

Acquisitions

Impairments ()()Foreign exchange and other ()()()Balance, June 30, 2024$ $ $ $ $

Acquisitions

() Foreign exchange and other () ()Balance, June 30, 2025$ $ $ $ $

The carrying amount of goodwill as of June 30, 2025 and 2024 both reflected accumulated impairments of $ billion principally relating to impairments at the Dow Jones and News Media segments that were recognized prior to the Company’s separation of its businesses from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013 (the “Separation”).

Annual Impairment Assessments

In accordance with ASC 350, the Company’s goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter or earlier if events occur or circumstances change that would more likely than not reduce the fair values below their carrying amounts. See Note 2—Summary of Significant Accounting Policies.

Fiscal 2025

The performance of the Company’s annual impairment analysis resulted in impairments of indefinite-lived intangible assets or goodwill in fiscal 2025. The Company utilized the qualitative assessment for certain of its reporting units and indefinite-lived intangible assets. The qualitative tests performed considered various factors since the performance of the last quantitative test, including, but not limited to, macroeconomic conditions, industry and company-specific trends and parent company share price performance. Significant unobservable inputs utilized in the income approach valuation method for quantitative assessments were discount rates (ranging from % to %), long-term growth rates (ranging from % to %) and royalty rates (ranging from % to %). Significant unobservable inputs utilized in the market approach valuation method for quantitative assessments were EBITDA and revenue multiples from guideline public companies operating in similar industries (ranging from 5.0x to 10.0x and 2.0x to 2.8x, respectively) and control premiums (ranging from % to %). Significant increases (decreases) in royalty rates, growth rates, control premiums and multiples, assuming no change in discount rates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates, assuming no changes in royalty rates, growth rates, control premiums and multiples, would result in a significantly higher (lower) fair value measurement.

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million to an indefinite-lived intangible asset and goodwill in fiscal 2024. Significant unobservable inputs utilized in the income approach valuation method for quantitative assessments were discount rates (ranging from % to %), long-term growth rates (ranging from % to %) and royalty rates (ranging from % to %). Significant unobservable inputs utilized in the market approach valuation method for quantitative assessments were EBITDA and revenue multiples from guideline public companies operating in similar industries (ranging from 5.5x to 11.8x and 2.0x to 2.8x, respectively) and control premiums (ranging from % to %). Significant increases (decreases) in royalty rates, growth rates, control premiums and multiples, assuming no change in discount rates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates, assuming no changes in royalty rates, growth rates, control premiums and multiples, would result in a significantly higher (lower) fair value measurement.

Fiscal 2023

The performance of the Company’s annual impairment analysis resulted in impairments of $ million to indefinite-lived intangible assets and impairments to goodwill in fiscal 2023. Significant unobservable inputs utilized in the income approach valuation method for quantitative assessments were discount rates (ranging from % to %), long-term growth rates (ranging from % to %) and royalty rates (ranging from % to %). Significant unobservable inputs utilized in the market approach valuation method for quantitative assessments were EBITDA and revenue multiples from guideline public companies operating in similar industries (ranging from 6.0x to 11.5x and 2.0x to 2.8x, respectively) and control premiums (ranging from % to %). Significant increases (decreases) in royalty rates, growth rates, control premiums and multiples, assuming no change in discount rates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates, assuming no changes in royalty rates, growth rates, control premiums and multiples, would result in a significantly higher (lower) fair value measurement.

%Mar 31, 2027 2022 Senior notes %Feb 15, 2032 2021 Senior notes %May 15, 2029

REA Group(b)

2024 REA credit facility — tranche 1(c)

%Sep 15, 2028

2024 REA credit facility — tranche 2(d)

N/AN/A

2024 Subsidiary facility(e)

N/AN/A Total borrowings

Less: current portion(f)

()()Long-term borrowings

(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at %. For the three months ended June 30, 2025, the Company was paying interest at an effective interest rate of %. See Note 11—Financial Instruments and Fair Value Measurements.

(b)These borrowings were incurred by REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the REA Debt Group and are non-recourse to News Corp.

(c)As of June 30, 2025, REA Group had total undrawn commitments of A$ million available under this facility.

(d)This facility was terminated by REA Group during the fiscal year ended June 30, 2025, with the amount outstanding repaid using proceeds from the sale of REA Group’s interest in PropertyGuru. See Note 6—Investments.

(e)This facility was terminated by REA Group during the fiscal year ended June 30, 2025, with the amount outstanding repaid using capacity available under the 2024 REA Credit Facility.

(f)The current portion of long term debt relates to required principal repayments on the 2022 Term Loan A.

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million, including the current portion, consisting of its outstanding 2021 Senior Notes, 2022 Senior Notes (collectively, the “Senior Notes”) and Term A Loans, and (ii) $ million of undrawn commitments available under the Revolving Facility.

Senior Notes

The Senior Notes are the senior unsecured obligations of the Company and rank equally in right of payment with the Company’s other senior debt, including borrowings under its Term A and Revolving Facilities (as defined below). In the event of specified change in control events, the Company must offer to purchase the outstanding Senior Notes from the holders at a purchase price equal to % of the principal amount, plus any accrued and unpaid interest. There are no financial maintenance covenants with respect to the Senior Notes. The indentures governing the applicable Senior Notes contain other covenants that, among other things and subject to certain exceptions, (i) limit the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money and (ii) limit the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole).

Term Loan A and Revolving Credit Facilities

The Company is party to a credit agreement (the “2022 Credit Agreement”) that provides for a $ million unsecured term loan A credit facility (the “Term A Facility” and the loans under the Term A Facility, the “Term A Loans”) and a $ million unsecured revolving credit facility with a sublimit of $ million available for issuances of letters of credit (the “Revolving Facility” and, together with the Term A Facility, the “Facilities”). Under the 2022 Credit Agreement, the Company may request increases with respect to either Facility in an aggregate principal amount not to exceed $ million.

The Term A Loans amortize in equal quarterly installments in an aggregate annual amount equal to %, %, %, % and %, respectively, of the original principal amount of the Term A Facility for each 12-month period commencing on June 30, 2022. Loans under the Revolving Facility do not amortize. The Facilities have a maturity date of March 31, 2027, and under certain circumstances as set forth in the 2022 Credit Agreement, the Company may request that the maturity date of the Term A Facility be extended by at least and/or that the maturity date of the revolving credit commitments under the Revolving Facility be extended for up to additional periods.

Interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate formula ((a) through (c) each, a “Relevant Rate”) or (d) the Base Rate formula, each as set forth in the 2022 Credit Agreement. The applicable margin for borrowings under the Facilities and the commitment fee for undrawn balances under the Revolving Facility vary based on the Company’s adjusted operating income net leverage ratio. At June 30, 2025, the Company was paying commitment fees of % and an applicable margin of % for a Base Rate borrowing and % for a Relevant Rate borrowing.

The 2022 Credit Agreement contains certain customary affirmative and negative covenants and events of default with customary exceptions, including limitations on the ability of the Company and the Company’s subsidiaries to engage in transactions with affiliates, incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of all subsidiaries taken as a whole. In addition, the 2022 Credit Agreement requires the Company to maintain an adjusted operating income net leverage ratio of not more than to 1.0, subject to certain adjustments following a material acquisition, and a net interest coverage ratio of not less than to 1.0.

REA Group Debt

As of June 30, 2025, REA Group had A$ million of undrawn commitments available under its unsecured syndicated credit facility (the “2024 REA Credit Facility”). During the fiscal year ended June 30, 2025, REA Group (i) terminated its A$ million 2024 Subsidiary Facility and repaid the amount outstanding using capacity available under the 2024 REA Credit Facility and (ii) terminated its A$ million 2024 REA Credit Facility—tranche 2 and repaid the amount outstanding using proceeds from the sale of REA Group’s interest in PropertyGuru. REA Group is a consolidated but non wholly-owned subsidiary of News Corp, and its indebtedness is only guaranteed by REA Group and certain of its subsidiaries and is non-recourse to News Corp.

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% and %, depending on REA Group’s net leverage ratio. Tranche 1 carries a commitment fee of % of the applicable margin on any undrawn balance. REA Group may request increases in the amount of the 2024 REA Credit Facility up to a maximum amount of A$ million, subject to the terms and limitations set forth in the syndicated facility agreement.

The syndicated facility agreement governing the 2024 REA Credit Facility requires REA Group to maintain (i) a net leverage ratio of not more than to 1.0 and (ii) an interest coverage ratio of not less than to 1.0. The agreement also contains certain other customary affirmative and negative covenants and events of default. Subject to certain exceptions, these covenants restrict or prohibit REA Group and its subsidiaries from, among other things, incurring or guaranteeing debt, disposing of certain properties or assets, merging or consolidating with any other person, making financial accommodation available, entering into certain other financing arrangements, creating or permitting certain liens, engaging in non-arms’ length transactions with affiliates, undergoing fundamental business changes and making restricted payments.

Covenants

The Company’s borrowings and those of its consolidated subsidiaries contain customary representations, covenants and events of default, including those discussed above. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at June 30, 2025.

Future Maturities

Fiscal 2027 Fiscal 2028 Fiscal 2029 Fiscal 2030

Thereafter

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$ $ Operating lease costsOperating expenses years %


	For the fiscal years ended June 30,
	2025	2024	2023
	(in millions)

Cash paid - Operating lease liabilities	$	$	$



Operating lease right-of-use assets obtained in exchange for operating lease liabilities

Fiscal 2027 Fiscal 2028 Fiscal 2029 Fiscal 2030 Thereafter Total future minimum lease payments$ Less: interest()Present value of minimum payments$

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$ $ $ $ $ $ $

Equity and other securities

Total assets$ $ $ $ $ $ $ $

Equity and Other Securities

The fair values of equity and other securities with quoted prices in active markets, which are classified as Level 1 in the fair value hierarchy outlined above, and those that rely on significant observable inputs other than quoted prices in active markets, which are classified as Level 2 in the fair value hierarchy outlined above, are determined based on the closing price at the end of each reporting period. The fair values of equity and other securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.

Additions(a)

Returns of capital()()

Measurement adjustments

Foreign exchange and other

()Balance—end of year$ $

(a)The additions for the fiscal year ended June 30, 2025 primarily relate to the $ million investment in DAZN in connection with the sale of Foxtel. Refer to Note 3—Discontinued Operations for further discussion.

Derivative Instruments

The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risk managed by the Company through the use of derivative instruments relates to interest rate risk arising from floating rate News Corporation borrowings.

The Company formally designates qualifying derivatives as hedge relationships and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.

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$ Interest rate derivatives—cash flow hedgesOther non-current assets

Cash Flow Hedges

The Company utilizes interest rate derivatives to mitigate interest rate risk in relation to future interest payments.

The total notional value of interest rate swap derivatives designated for hedging was approximately $ million as of June 30, 2025 for News Corporation borrowings. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to March 2027. As of June 30, 2025, the Company estimates that approximately $ million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next twelve months.

)$ $

(Gains) losses reclassified from Accumulated other comprehensive loss into the Statements of Operations for the fiscal years ended June 30, 2025, 2024 and 2023, by derivative instrument:


	Income Statement Classification	For the fiscal years ended June 30,
		2025		2024		2023
		(in millions)
Interest rate derivatives—cash flow hedges	Interest expense, net	$	()	$	()	$	()

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are remeasured at fair value on a recurring basis, the Company has certain assets, primarily goodwill, intangible assets, property, plant and equipment, investments in equity securities without readily determinable fair values and equity method investments that are not required to be remeasured to fair value at the end of each reporting period. On an ongoing basis, the Company monitors whether events occur or circumstances change that would more likely than not reduce the fair values of these assets below their carrying amounts. If the Company determines that these assets are impaired, the Company would write down these assets to fair value. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

Other Fair Value Measurements

As of June 30, 2025, the carrying value of the Company’s outstanding borrowings approximates the fair value. The 2022 Senior Notes and the 2021 Senior Notes are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.

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shares of Class A Common Stock, par value $ per share, shares of Class B Common Stock, par value $ per share, shares of Series Common Stock, par value $ per share, and shares of Preferred Stock, par value $ per share.

Common Stock and Preferred Stock

Shares Outstanding—As of June 30, 2025, the Company had approximately million shares of Class A Common Stock outstanding at a par value of $ per share and approximately million shares of Class B Common Stock outstanding at a par value of $ per share. As of June 30, 2025, the Company had shares of Series Common Stock or Preferred Stock outstanding.

Dividends—

$ $

Voting Rights—Holders of the Company’s Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’s Restated Certificate of Incorporation (the “Charter”). Holders of the Company’s Class B Common Stock are generally entitled to vote for each share held of record on all matters submitted to a vote of the stockholders.

Liquidation Rights—In the event of a liquidation or dissolution of the Company, holders of Class A Common Stock and Class B Common Stock shall be entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock shall generally be entitled to receive substantially identical per share consideration.

Under the Company’s Charter, the Board of Directors is authorized to issue shares of preferred stock or series common stock at any time, without stockholder approval, in one or more series and to fix the number of shares, designations, voting powers, if any, preferences and relative, participating, optional and other rights of such series, as well as any applicable qualifications, limitations or restrictions, to the full extent permitted by Delaware law, subject to the limitations set forth in the Charter, including stockholder approval requirements with respect to the issuance of preferred stock or series common stock entitling holders thereof to more than one vote per share.

Stock Repurchases

On September 22, 2021, the Company announced a stock repurchase program authorizing the Company to purchase up to $ billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2021 Repurchase Program”). As of June 30, 2025, the remaining authorized amount under the 2021 Repurchase Program was approximately $ million.

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$ $ $

Class B Common Stock

Total

$ $ $

On July 15, 2025, the Company announced a new stock repurchase program authorizing the Company to purchase up to $ billion in the aggregate of the Company’s outstanding Class A Common Stock and Class B Common Stock (the “2025 Repurchase Program” and, together with the 2021 Repurchase Program, the “Stock Repurchase Programs”), which is in addition to the remaining authorized amount under the 2021 Repurchase Program.

Stockholders Agreement

In September 2021, the Company entered into a stockholders agreement (the “Stockholders Agreement”) with the Murdoch Family Trust (the “MFT”) pursuant to which the MFT and the Company have agreed not to take actions that (i) would result in the MFT and Murdoch family members, including K. Rupert Murdoch and Lachlan K. Murdoch, the Company’s Chair, together owning more than % of the outstanding voting power of the shares of the Company’s Class B Common Stock (“Class B Shares”), or (ii) would increase the MFT’s voting power by more than % in any rolling twelve-month period. The MFT would forfeit votes in connection with any Company stockholders meeting to the extent necessary to ensure that the MFT and the Murdoch family collectively do not exceed % of the outstanding voting power of the Class B Shares at such meeting, except where a Murdoch family member votes their own shares differently from the MFT on any matter. The Stockholders Agreement will terminate upon the MFT’s distribution of all or substantially all of its Class B Shares.

million shares of Class A Common Stock under the terms of the 2013 LTIP. All shares of Class A Common Stock reserved for cancelled or forfeited equity-based compensation awards under the 2013 LTIP become available for future grants. $ $

As of June 30, 2025, the total compensation cost not yet recognized for all unvested awards held by participants was approximately $ million and is expected to be recognized over a weighted average period of between one and . The total intrinsic value of all outstanding awards was approximately $ million as of June 30, 2025.

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million, $ million and $ million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

Summary of Incentive Plans

The fair value of equity-based compensation granted under the 2013 LTIP is calculated according to the type of award issued. Cash-settled awards are marked-to-market at the end of each reporting period.

Performance Stock Units

PSU grants entitle the holder to shares of the Company’s Class A Common Stock or the cash equivalent value of such shares based on the achievement of pre-established performance metrics over the applicable performance period. The fair value of PSUs is determined on the date of grant and expensed using a straight-line method over the applicable vesting period. The expense is adjusted to reflect the number of shares expected to vest based on management’s determination of the probable achievement of the pre-established performance metrics, except no adjustments are made for awards settled in Class A Common Stock that contain a market condition (total stockholder return) based on changes in that market condition. The Company records a cumulative adjustment in periods in which its estimate of the number of shares expected to vest changes. Additionally, the Company ultimately adjusts the expense recognized to reflect the actual vested shares following the final determination of the achievement of the performance conditions. Any person who holds PSUs shall have no ownership interest in the shares or cash to which such PSUs relate unless and until the shares or cash are delivered to the holder. Each PSU is entitled to receive dividend equivalents for each regular cash dividend on the Class A Common Stock paid by the Company during the award period, subject to the same terms and conditions as apply to the underlying award.

During fiscal 2025, 2024 and 2023, certain participants in the 2013 LTIP received grants of PSUs which have a performance measurement period. The number of shares that will be issued upon vesting of these PSUs can range from % to % of the target award, subject to performance conditions based on a combination of cumulative business-unit-specific revenue, EBITDA and free cash flow, or the Company’s cumulative earnings per share, cumulative free cash flow and total stockholder return relative to the individual companies that comprise the S&P 1500 Media Index. Vesting of the awards is generally subject to the participants’ continued service with the Company through the applicable vesting date.

Cash-settled PSUs(a) granted

Total PSUs granted

(a)Granted to executive Directors and to employees in certain foreign locations and settled in cash, assuming performance conditions are met.

The following table summarizes information related to vests of PSUs during the fiscal years ended June 30, 2025, 2024 and 2023:


	For the fiscal years ended June 30,
	2025		2024		2023
	Shares	Settlement Value(a)	Shares	Settlement Value(a)	Shares	Settlement Value(a)
	(in millions)

Class A Common Stock-settled PSUs vested		$		$		$
Cash-settled PSUs vested
Total PSUs vested		$		$		$

(a)Settlement value represents cash paid (for cash-settled PSUs) or the fair value of PSU awards at the time of vesting (for stock-settled PSUs) and does not include statutory tax withholdings.

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Cash-settled RSUs(a) granted

Total RSUs granted

(a)Granted to executive Directors and to employees in certain foreign locations.

The following table summarizes information related to vests of RSUs during the fiscal years ended June 30, 2025, 2024 and 2023:

For the fiscal years ended June 30,

2025

2024

2023

Settlement Value(a)

(in millions)

(a)The Company has commitments under purchase obligations related to technology infrastructure services, marketing agreements, content licensing costs and other legally binding commitments.

(b)The Company leases office facilities, warehouse facilities, printing plants and equipment. These leases, which are classified as operating leases, are expected to be paid at certain dates through fiscal 2048. Amounts reflected represent only the Company’s lease obligations for which it has firm commitments.

(c)See Note 9—Borrowings.

(d)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at June 30, 2025. Such rates are subject to change in future periods. See Note 9—Borrowings.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often

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million, $ million and $ million for the fiscal years ended June 30, 2025, June 30, 2024 and June 30, 2023, respectively. As of June 30, 2025, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $ million. The amount to be indemnified by FOX of approximately $ million was recorded as a receivable in Other current assets on the Balance Sheet as of June 30, 2025. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.

The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.

million and $ million at June 30, 2025 and 2024, respectively. $ $ $ $ $ $ $ Other current liabilities ()()()()()()Retirement benefit obligations()()()()()()()()

Net asset (liability) recognized

$()$()$ $ $()$()$ $

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$ $ $ $ $ $ $ Service cost Interest cost Benefits paid()()()()()()()()

Settlements(a)

()() ()()

Actuarial (gain) loss

()() () Foreign exchange rate changes () () $ $ $ $ $ $ $ $ $

(a)Open-ended pooled funds that are registered and/or available to the general public are valued at the daily published net asset value (“NAV”). Other pooled funds are valued at the NAV provided by the fund issuer.

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Actual return on plan assets:Relating to assets still held at end of period Relating to assets sold during the period Purchases, sales, settlements and issuances()Transfers in and out of Level 3 Balance, June 30, 2024$ Actual return on plan assets:Relating to assets still held at end of period Relating to assets sold during the period Purchases, sales, settlements and issuances Transfers in and out of Level 3 Balance, June 30, 2025$

The Company’s investment strategy for its pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to minimize the cost of providing pension benefits while maintaining adequate funding levels. The Company’s practice is to conduct a periodic strategic review of its asset allocation. The Company’s current broad strategic targets are to have a pension asset portfolio comprised of % equity securities, % fixed income securities and % in cash and other investments. In developing the expected long-term rate of return, the Company considered the pension asset portfolio’s past average rate of returns and future return expectations of the various asset classes. A portion of the other allocation is reserved in cash to provide for expected benefits to be paid in the short term. The Company’s equity portfolios are managed in such a way as to achieve optimal diversity. The Company’s fixed income portfolio is investment grade in the aggregate. The Company does not manage any assets internally.

% %Debt securities % %Cash and other % %Total % %

Required pension plan contributions for the next fiscal year are expected to be approximately $ million; however, actual contributions may be affected by pension asset and liability valuation changes during the year. The Company will continue to make voluntary contributions as necessary to improve funded status.

million, $ million and $ million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

100

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million and $ million, respectively, and the majority of these plans are closed to new employees.

$ $ Foreign Income before income tax expense from continuing operations$ $ $ $ $ State & Local Foreign Total current tax

Deferred

U.S.Federal ()State & Local Foreign Total deferred tax Total income tax expense$ $ $

101

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% % %State and local taxes, net

Effect of foreign operations (a)

Change in valuation allowance

Non-deductible goodwill and asset impairments Non-deductible compensation and benefits R&D tax credits()()()Impact of dispositions() Other ()Effective tax rate % % %

(a)The Company’s effective tax rate is impacted by the geographic mix of its income. The Company’s foreign operations are located primarily in Australia and the U.K., which have a higher statutory income tax rate than the U.S. The U.K. had a lower tax rate than the U.S. through the fiscal year ended June 30, 2023.

Deferred income tax liabilities

()()Net deferred tax assets$ $ $ Capital loss carryforwards Net operating loss carryforwards Business tax credits Operating lease liabilities Other Total deferred tax assets

Deferred tax liabilities

Asset basis difference and amortization()()Operating lease right-of-use asset()()Other()()Total deferred tax liabilities()()Net deferred tax asset before valuation allowance

Less: valuation allowance (See Note 22—Valuation and Qualifying Accounts)

()()Net deferred tax assets$ $

102

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U.S. StatesVarious AustraliaIndefinite U.K.Indefinite Other ForeignVarious

Utilization of the NOLs is dependent on generating sufficient taxable income from our operations in each of the respective jurisdictions to which the NOLs relate, while taking into account tax filing groups and limitations and/or restrictions on our ability to use them. Certain of our U.S. federal NOLs were acquired as part of the acquisition of Move and are subject to limitations as promulgated under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Section 382 of the Code limits the amount of NOLs that we can use on an annual basis to offset consolidated U.S. taxable income. The NOLs are also subject to review by relevant tax authorities in the jurisdictions to which they relate.

The Company recorded a deferred tax asset of $ million and $ million associated with its NOLs (net of approximately $ million and $ million, respectively, of uncertain tax benefits recorded against deferred tax assets) as of June 30, 2025 and 2024, respectively.

Valuation allowances of $ million and $ million have been established to reduce the deferred tax asset associated with the Company’s NOLs to an amount that will more likely than not be realized as of June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had approximately $ billion, $ billion and $ billion of capital loss carryforwards in Australia, the U.K. and the U.S., respectively. The Australia and U.K. capital losses may be carried forward indefinitely. The U.S. capital loss expires in the fiscal year ending June 30, 2030. The capital loss carryforwards are also subject to review by relevant tax authorities in the jurisdictions to which they relate. Realization of our capital losses is dependent on generating capital gain taxable income and satisfying certain continuity of ownership and/or business requirements. The Company recorded a deferred tax asset of $ billion and $ billion as of June 30, 2025 and 2024, respectively, for these capital loss carryforwards. It is more likely than not that the Company will not generate capital gain income in the normal course of business in these jurisdictions, and accordingly, valuation allowances of $ billion and $ billion and have been established to reduce the capital loss carryforward deferred tax asset to an amount that will more likely than not be realized as of June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had approximately $ million of U.S. federal tax credit carryforwards which includes $ million of foreign tax credits and $ million of general business credits, which begin to expire in 2026 and 2036, respectively.

As of June 30, 2025, the Company had approximately $ million of non-U.S. tax credit carryforwards which expire in various amounts beginning in 2027 and $ million of state tax credit carryforwards (net of U.S. federal benefit), which expire in various amounts beginning in 2025.

A valuation allowance of $ million has been established to reduce the deferred tax asset associated with the Company’s U.S. federal tax credits, non-U.S. tax credits and state tax credit carryforwards to an amount that will more likely than not be realized as of June 30, 2025.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ $ Additions for prior year tax positions Additions for current year tax positions Reduction for prior year tax positions()() Reduction for current year tax positions() Lapse of the statute of limitations()()()Settlement—tax attributes ()Impact of currency translations () Balance, end of period$ $ $

The Company recognizes interest and penalty charges related to unrecognized tax benefits as income tax expense, which is consistent with the recognition in prior reporting periods. The Company recognized an expense related to interest and penalties of $ million for the fiscal year ended June 30, 2025 and $ million for each of the fiscal years ended June 30, 2024 and 2023. The Company recorded liabilities for accrued interest and penalties of approximately $ million, $ million and $ million as of June 30, 2025, 2024 and 2023, respectively.

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in our tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing tax examinations in various U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and our liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.

It is reasonably possible that uncertain tax positions may increase or decrease in the next fiscal year, however, actual developments in this area could differ from those currently expected. As of June 30, 2025, approximately $ million would affect the Company’s effective income tax rate, if and when recognized in future fiscal years. It is reasonably possible that the amount of uncertain tax liabilities which may be resolved within the next fiscal year is between the range of approximately and $ million, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations.

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

billion of undistributed foreign earnings generated after the Tax Act that it intends to reinvest permanently. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated. The Company may repatriate future earnings of certain foreign subsidiaries in which case the Company may be required to accrue and pay additional taxes, including any applicable foreign withholding taxes and income taxes.

During the fiscal years ended June 30, 2025, 2024 and 2023, the Company paid gross income taxes of $ million, $ million and $ million, respectively, and received income tax refunds of $ million, $ million and $ million, respectively.

segments:

•Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information whose products target individual consumers and enterprise customers and are distributed through a variety of media channels including websites, mobile apps, newspapers, newswires, newsletters, magazines, proprietary databases, live journalism, video and podcasts. Dow Jones’s consumer products include premier brands such as The Wall Street Journal, Barron’s, MarketWatch and Investor’s Business Daily. Dow Jones’s professional information products, which target enterprise customers, include Dow Jones Risk & Compliance, a leading provider of data and other solutions to help customers identify and manage regulatory, corporate, geopolitical, security and reputational risk with tools focused on financial crime, sanctions, trade and other risks and compliance requirements, Dow Jones Energy, a leading provider of pricing data, news, insights, analysis and other information for energy commodities and key base chemicals, Factiva, a leading provider of global business content, and Dow Jones Newswires, which distributes real-time business news, information and analysis to financial professionals and investors.

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

% interest in REA Group and % interest in Move. The remaining % interest in Move is held by REA Group. REA Group is a market-leading digital media business specializing in property and is listed on the Australian Securities Exchange (“ASX”) (ASX: REA). REA Group advertises property and property-related services on its websites and mobile apps, including Australia’s leading residential, commercial and share property websites, realestate.com.au, realcommercial.com.au and Flatmates.com.au, property.com.au and property portals in India. In addition, REA Group provides property-related data to the financial sector and financial services through a digital property search and financing experience and a mortgage broking offering.

Move is a leading provider of digital real estate services in the U.S. and primarily operates Realtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its RealPRO SelectSM (formerly Market VIPSM), ConnectionsSM Plus and Listing Toolkit products as well as its referral-based services, ReadyConnect ConciergeSM and RealChoiceTM Selling. Move also offers online tools and services to do-it-yourself landlords and tenants.

•Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than branded publishing imprints, including Harper, William Morrow, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is home to many beloved children’s books and series and a significant Christian publishing business.

•News Media—The News Media segment consists primarily of News Corp Australia, News UK and the New York Post and includes The Australian, The Daily Telegraph, Herald Sun, The Courier Mail, The Advertiser and the news.com.au website in Australia, The Times, The Sunday Times, The Sun, The Sun on Sunday and thesun.co.uk in the U.K. and the-sun.com in the U.S. This segment also includes Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., Talk in the U.K., Australian News Channel, which operates the Sky News Australia network, Australia’s 24-hour multi-channel, multi-platform news service, and Storyful, a social media content agency.

•Other—The Other segment consists primarily of general corporate overhead expenses, strategy costs and costs related to the U.K. Newspaper Matters.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. Segment EBITDA is the primary measure used by the Company’s CODM to evaluate the performance of, and allocate resources within, the Company’s businesses. The CODM uses Segment EBITDA to compare actual results to budget and uses this information to, among other things, allocate resources such as incentive compensation to segment managers. Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest (expense) income, net, other, net, income tax (expense) benefit and net income (loss) from discontinued operations, net of tax. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA.

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $

Significant segment expenses:

Operating expenses()()()() ()Selling, general and administrative()()()()()()Segment EBITDA$ $ $ $ $()$ Depreciation and amortization()Impairment and restructuring charges()Equity losses of affiliates()Interest income, net Other, net Income before income tax expense from continuing operations Income tax expense from continuing operations()Net income from continuing operations Net income from discontinued operations, net of tax Net income$

For the fiscal year ended June 30, 2024

Dow Jones

Digital Real Estate Services

Book Publishing

News Media

Other

Total

(in millions)

Segment information:

Revenues

Significant segment expenses:

Operating expenses

()

Selling, general and administrative

()

Segment EBITDA

()

Depreciation and amortization

()

Impairment and restructuring charges

()

Equity losses of affiliates

()

Interest expense, net

()

Other, net

()

Income before income tax expense from continuing operations

Income tax expense from continuing operations

()

Net income from continuing operations

Net loss from discontinued operations, net of tax

()

Net income

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ $ $ Significant segment expenses:Operating expenses()()()() ()Selling, general and administrative()()()()()()Segment EBITDA$ $ $ $ $()$ Depreciation and amortization()Impairment and restructuring charges()Equity losses of affiliates()Interest expense, net()Other, net Income before income tax expense from continuing operations Income tax expense from continuing operations()Net income from continuing operations Net loss from discontinued operations, net of tax()Net income$ $ $ Digital Real Estate Services Book Publishing News Media Other Total Depreciation and amortization$ $ $


	For the fiscal years ended June 30,
	2025	2024	2023
	(in millions)
Capital expenditures:
Dow Jones	$	$	$
Digital Real Estate Services
Book Publishing
News Media
Other
Total Capital expenditures	$	$	$

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ Digital Real Estate Services Book Publishing News Media

Other(a)

Investments

Assets from discontinued operations(b)

Total assets$ $

(a)The Other segment primarily includes Cash and cash equivalents.

(b)See Note 3—Discontinued Operations

$ Digital Real Estate Services Book Publishing News Media Other Total Goodwill and intangible assets, net$ $ $ $

Europe(c)

Australasia and Other(d)

Total Revenues

$ $ $

(a)Revenues are attributed to region based on location of customer.

(b)Revenues include approximately $ billion for fiscal 2025, $ billion for fiscal 2024 and $ billion for fiscal 2023 from customers in the U.S.

(c)Revenues include approximately $ billion for fiscal 2025, $ billion for fiscal 2024 and $ billion for fiscal 2023 from customers in the U.K.

(d)Australasia comprises Australia, Asia, Papua New Guinea and New Zealand. Revenues include approximately $ billion for fiscal 2025, $ billion for fiscal 2024 and $ billion for fiscal 2023 from customers in Australia.

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ Europe Australasia and Other

Total long-lived assets

$ $

(a)Reflects total assets less current assets, goodwill, intangible assets, investments and deferred income tax assets.

There is no material reliance on any single customer. Revenues are attributed to countries based on location of customers.

$ Non-current receivables Retirement benefit assets Other Total Other non-current assets$ $

Other Current Liabilities

$ Allowance for sales returns Current operating lease liabilities Other Total Other current liabilities$ $

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fiscal year activity(a)

()()

Balance, end of year

Benefit plan adjustments:

Balance, beginning of year

()()()

Fiscal year activity(b)

() ()

Balance, end of year

()()()

Foreign currency translation adjustments:

Balance, beginning of year

()()()Fiscal year activity()()

Balance, end of year

()()()

Total accumulated other comprehensive loss, net of tax:

Balance, beginning of year

()()()

Fiscal year activity, net of income taxes(c)

()()

Balance, end of year

$()$()$()

(a)Net of income tax expense (benefit) of $() million, $() million and $ million for the fiscal years ended June 30, 2025, 2024 and 2023 respectively.

(b)Net of income tax expense (benefit) of $() million, $ million and $() million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

(c)Excludes $() million, $() million and $() million relating to noncontrolling interests for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

Other, net

$()$()

Gain on sale of investment in PropertyGuru

Other () Total Other, net$ $()$

Supplemental Cash Flow Information

$ $

Cash paid for taxes

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

)$()$ $ $ $()Allowances for sales returns()()() ()()

Deferred tax valuation allowance

()() ()()Fiscal 2024

Allowances for doubtful accounts

$()$()$()$ $ $()Allowances for sales returns()() ()

Deferred tax valuation allowance

()()() ()()Fiscal 2023

Allowances for doubtful accounts

$()$()$ $ $ $()Allowances for sales returns()() ()()

Deferred tax valuation allowance

()() ()()

$ $ $ Net income from continuing operations Net (loss) income from discontinued operations, net of tax()() Net income Net income attributable to noncontrolling interests from continuing operations()()()()Net loss (income) attributable to noncontrolling interests from discontinued operations () Net income attributable to News Corporation stockholders$ $ $ $ Net income (loss) attributable to News Corporation stockholders per share:Basic:Continuing operations$ $ $ $ Discontinued operations$ $()$ $ $ $ $ $ Diluted:Continuing operations$ $ $ $ Discontinued operations$ $()$ $ $ $ $ $

(a)For convenience purposes, references to September 30, 2024, December 31, 2024 and March 31, 2025 refer to September 29, 2024, December 29, 2024 and March 30, 2025, respectively.

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NEWS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ $ $ Net income from continuing operations Net income (loss) from discontinued operations, net of tax ()() Net income Net income attributable to noncontrolling interests from continuing operations()()()()Net loss attributable to noncontrolling interests from discontinued operations Net income attributable to News Corporation stockholders$ $ $ $ Net income (loss) attributable to News Corporation stockholders per share:Basic:Continuing operations$ $ $ $ Discontinued operations$ $()$()$ $ $ $ $ Diluted:Continuing operations$ $ $ $ Discontinued operations$ $()$()$ $ $ $ $

(a)For convenience purposes, references to September 30, 2023 refer to October 1, 2023.

per share for Class A Common Stock and Class B Common Stock. This dividend is payable on October 8, 2025 to stockholders of record as of September 10, 2025.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management’s report and the report of the independent registered public accounting firm thereon are set forth on pages 56 and 57, respectively, and are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth quarter of the fiscal year ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

Trading Plans

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item with respect to the Company’s Directors is contained in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC under the heading “Proposal 1: Election of Directors” and is incorporated by reference in this Annual Report.

The information required by this item with respect to the Company’s executive officers is contained in the Proxy Statement under the heading “Executive Officers” and is incorporated by reference in this Annual Report.

To the extent applicable, the information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement and is incorporated by reference in this Annual Report.

The information required by this item with respect to the Company’s Standards of Business Conduct is contained in the Proxy Statement under the heading “Corporate Governance Matters—Corporate Governance Policies” and is incorporated by reference in this Annual Report.

The information required by this item with respect to the procedures by which security holders may recommend nominees to the Board of Directors is contained in the Proxy Statement under the heading “Corporate Governance Matters—Stockholder Recommendation of Director Candidates” and is incorporated by reference in this Annual Report.

The information required by this item with respect to the Company’s Audit Committee, including the Audit Committee’s members and its financial expert, is contained in the Proxy Statement under the heading “Corporate Governance Matters—Board Committees” and is incorporated by reference in this Annual Report.

The information required by this item with respect to the Company’s insider trading policy is contained in the Proxy Statement under the heading “Compensation Discussion and Analysis—Securities Trading Policy and Prohibition on Hedging of News Corporation Stock” and is incorporated by reference in this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the headings “Compensation Discussion and Analysis,” “Executive Compensation,” “Pay Ratio,” “Pay versus Performance” and “Director Compensation,” respectively, and is incorporated by reference in this Annual Report.

The information required by this item with respect to compensation policies and practices as they relate to the Company’s risk management is contained in the Proxy Statement under the heading “Risks Related to Compensation Policies and Practices” and is incorporated by reference in this Annual Report.

To the extent applicable, the information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement and is incorporated by reference in this Annual Report.

The report of the Company’s Compensation Committee required by this item is contained in the Proxy Statement under the heading “Report of the Compensation Committee” and is incorporated by reference in this Annual Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item with respect to securities authorized for issuance under the Company’s equity compensation plans is contained in the Proxy Statement under the heading “Equity Compensation Plan Information” and is incorporated by reference in this Annual Report.

The information required by this item with respect to the security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading “Security Ownership of News Corporation” and is incorporated by reference in this Annual Report.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item with respect to transactions with related persons is contained in the Proxy Statement under the heading “Corporate Governance Matters—Related Person Transactions Policy” and is incorporated by reference in this Annual Report.

The information required by this item with respect to director independence is contained in the Proxy Statement under the headings “Corporate Governance Matters—Director Independence” and “Corporate Governance Matters—Board Committees” and is incorporated by reference in this Annual Report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is contained in the Proxy Statement under the headings “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm—Fees Paid to Independent Registered Public Accounting Firm” and “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm—Audit Committee Pre-Approval Policies and Procedures” and is incorporated by reference in this Annual Report.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this report:

1.The Company’s Consolidated Financial Statements required to be filed as part of this Annual Report and the Reports of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.

2.All other financial statement schedules are omitted because the required information is not applicable, or because the information called for is included in the Company’s Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.

3.Exhibits—The exhibits listed under Part (b) below are filed or incorporated by reference as part of this Annual Report. A “±” identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report, and such listing is incorporated herein by reference.

(b) Exhibits


Exhibit Number						Exhibit Description

2.1						Separation and Distribution Agreement, dated June 28, 2013, among News Corporation, New News Corporation and News Corp Holdings UK & Ireland. (Incorporated by reference to Exhibit 2.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on July 3, 2013.)

2.2						Partial Assignment and Assumption Agreement, dated as of March 18, 2019, among Twenty-First Century Fox, Inc., Fox Corporation, News Corporation and News Corp Holdings UK & Ireland, in respect of the Separation and Distribution Agreement, dated June 28, 2013. (Incorporated by reference to Exhibit 2.1 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 10, 2019.)

2.3						Tax Sharing and Indemnification Agreement, dated June 28, 2013, between News Corporation and New News Corporation. (Incorporated by reference to Exhibit 2.3 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on July 3, 2013.)

3.1						Restated Certificate of Incorporation of News Corporation. (Incorporated by reference to Exhibit 3.1 to the Annual Report of News Corporation on Form 10-K (File No. 001-35769) filed with the Securities and Exchange Commission on August 15, 2018.)

3.2						Certificate of Elimination of the Series A Junior Participating Preferred Stock of News Corporation. (Incorporated by reference to Exhibit 3.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on September 22, 2021.)

3.3						Amended and Restated By-laws of News Corporation, effective June 23, 2023 . (Incorporated by reference to Exhibit 3.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on Jun e 23, 2023 .)

4.1						Description of News Corporation’s Securities. (Incorporated by reference to Exhibit 4.1 to the Annual Report of News Corporation on Form 10-K (File No. 001-35769) filed with the Securities and Exchange Commission on August 15, 2023.)

4.2						Indenture, dated April 15, 2021, between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on April 15, 2021.)

4.3						Form of 3.875% Senior Notes due 2029. (Incorporated by reference to Exhibit 4.2 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on April 15, 2021.)

4.4						Indenture, dated February 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on February 14, 2022.)

4.5						Form of 5.125% Senior Notes due 2032. (Incorporated by reference to Exhibit 4.2 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on February 14, 2022.)

10.1						Amended and Restated Employment Agreement, dated June 20, 2025 , between News Corporation and Robert Thomson.±*

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Exhibit Number						Exhibit Description

10.2						Employment Agreement, dated November 7, 2024, between News Corporation and Lavanya Chandrashekar. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on February 6, 2025.)±

10.3						Separation Agreement and General Release, dated November 7, 2024, between News Corporation and Susan Panuccio. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on February 6, 2025.)±

10.4						Amended and Restated Employment Agreement, dated May 8 , 202 4 , between News Corporation and David Pitofsky. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 9 , 202 4 .)±

10.5						Amended and Restated Employment Agreement, dated February 14, 2024, between News Corporation and Ruth Allen. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on November 8, 2024.)±

10.6						Employment Agreement, dated June 20, 2025, between News Corporation and Julian Delany.±*

10.7						Separation, Transition Services and General Release Agreement, dated June 30, 2025, between News Corporation and David Kline.±*
10.8						News Corporation 2013 Long-Term Incentive Plan, as amended and restated effective November 20, 2019. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on November 20, 2019.)±

10.9						News Corp Restoration Plan, amended and restated as of February 11, 2019. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 10, 2019.)±

10.10						Form of Agreement for Cash-Settled Performance Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.9 to the Annual Report of News Corporation on Form 10-K (File No. 001-35769) filed with the Securities and Exchange Commission on August 12, 2016.)±

10.11						Form of Agreement for Stock-Settled Performance Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.10 to the Annual Report of News Corporation on Form 10-K (File No. 001-35769) filed with the Securities and Exchange Commission on August 12, 2016.)±

10.12						Form of Agreement for Cash-Settled Restricted Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.4 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 7, 2021.)±

10.13						Form of Agreement for Stock-Settled Restricted Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.5 to the Quarterly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 7, 2021.)±

10.14						Credit Agreement, dated as of March 29, 2022, among the Company, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form 8-K (File No. 00135769) filed with the Securities and Exchange Commission on March 30, 2022.)

10.15						Amendment No. 1 , dated as of March 9, 2023, to the Credit Agreement, dated as of March 29, 2022, among the Company, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent. (Incorporated by reference to Exhibit 10.1 to the Quar terly Report of News Corporation on Form 10-Q (File No. 001-35769) filed with the Securities and Exchange Commission on May 12, 2023 .)

10.16						Stockholders Agreement, dated as of September 21, 2021, by and between News Corporation and the Murdoch Family Trust. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form 8-K (File No. 001-35769) filed with the Securities and Exchange Commission on September 22, 2021.)

19.1

21.1						List of Subsidiaries.*

23.1						Consent of Ernst & Young LLP with respect to News Corporation.*

31.1						Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

31.2						Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

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Exhibit Number						Exhibit Description
32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.**

97.1						News Corporation Incentive-Based Compensation Clawback Polic y. (Incorporated by reference to Exhibit 97.1 to the Annual Report of News Corporation on Form 10-K (File No. 001-35769) filed with the Securities and Exchange Commission on August 13, 2024.)

101						The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2025, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended June 30, 2025, 2024 and 2023; (iii) Consolidated Balance Sheets as of June 30, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2025, 2024 and 2023; (v) Consolidated Statements of Equity for the fiscal years ended June 30, 2025, 2024 and 2023; and (vi) Notes to the Consolidated Financial Statements.*

104						The cover page from News Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in Inline XBRL (included as Exhibit 101).*

________________________

* Filed herewith

** Furnished herewith

± Management contract or compensatory plan or arrangement

ITEM 16. FORM 10-K SUMMARY

None.

119

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			NEWS CORPORATION (Registrant)

			By:						/s/ Lavanya Chandrashekar
									Lavanya Chandrashekar Chief Financial Officer

Date: August 6, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Robert J. Thomson

Chief Executive Officer and Director
(Principal Executive Officer)

August 6, 2025

Robert J. Thomson

/s/ Lavanya Chandrashekar

Chief Financial Officer
(Principal Financial Officer)

August 6, 2025

Lavanya Chandrashekar

/s/ Marygrace DeGrazio

Chief Accounting Officer
(Principal Accounting Officer)

August 6, 2025

Marygrace DeGrazio

/s/ Lachlan K. Murdoch

Chair

August 6, 2025

Lachlan K. Murdoch

/s/ José María Aznar

Director

August 6, 2025

José María Aznar

/s/ Natalie Bancroft

Director

August 6, 2025

Natalie Bancroft

/s/ Ana Paula Pessoa

Director

August 6, 2025

Ana Paula Pessoa

/s/ Masroor Siddiqui

Director

August 6, 2025

Masroor Siddiqui

120


			Page
Management’s Report on Internal Control Over Financial Reporting			56
Reports of Independent Registered Public Accounting Firm (PCAOB ID:)			57
Consolidated Statements of Operations for the F iscal Y ears E nded June 30, 202 5 , 202 4 a nd 2 023			60
Consolidated Statements of Comprehensive Income (Loss) for the F iscal Y ears E nded June 30, 202 5 , 202 4 and 20 23			61
Consolidated Balance Sheets as of June 30, 202 5 and 20 24			62
Consolidated Statements of Cash Flows for the F iscal Y ears E nded June 30, 202 5 , 202 4 and 202 3			63
Consolidated Statements of Equity for the F iscal Y ears E nded June 30, 202 5 , 202 4 and 202 3			64
Notes to the Consolidated Financial Statements			65

NEWS CORP - Annual Report: 2025 (Form 10-K)

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