We provide below highlights of certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before you decide how to vote. You should read the entire proxy statement carefully before voting.
2025 Annual Meeting of Stockholders
| Date and Time: | November 19, 2025 at 1:00 p.m. (Eastern Standard Time) | |
| Virtual Meeting Location: | The Annual Meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/NWS2025. For further information about participating in the Annual Meeting, please see “Information About the Annual Meeting—Participating in the Annual Meeting” beginning on page 93. | |
| Record Date: | September 25, 2025 | |
| Voting: | ■ | Holders of Class B Common Stock are entitled to vote on the Internet at www.proxyvote.com, by telephone at 1-800-690-6903 or by completing and returning their proxy card or voting instruction form by 11:59 p.m. (Eastern Standard Time) on November 18, 2025; or by participating in the Annual Meeting at www.virtualshareholdermeeting.com/NWS2025. |
| ■ | Holders of Class B CDIs are entitled to vote on the Internet at www.investorvote.com.au or by completing and returning their voting instruction form by 5:00 p.m. (Australian Eastern Daylight Time) on November 14, 2025. |
Voting Matters
| Page · Voting Standard · Board Vote Recommendation |
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| Proposal 1: Election of Directors | 5 | Majority of votes cast | FOR each Director nominee |
| Proposal 2: Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal 2026 | 26 | Majority of votes cast | FOR |
| Proposal 3: Advisory Vote to Approve the Compensation of the Named Executive Officers | 30 | Majority of votes cast | FOR |
| Proposal 4: Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law | 81 | 65% or more of combined voting power of outstanding shares of capital stock of the Company entitled to vote generally in the election of directors | FOR |
| Proposal 5: Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Obsolete Corporate Opportunity Waiver | 83 | Majority of combined voting power of outstanding shares of capital stock of the Company entitled to vote thereon | FOR |
| Proposal 6: Amendment to the Company’s Restated Certificate of Incorporation to Add a Federal Forum Selection Provision for Securities Act Claims and Make a Clarifying Change to the Existing Delaware Forum Selection Provision | 85 | Majority of combined voting power of outstanding shares of capital stock of the Company entitled to vote thereon | FOR |
Fiscal 2025 Highlights
| ■ | Fiscal 2025 full year revenues were $8.45 billion, a 2% increase compared to $8.25 billion in the prior year, driven by the Company’s core growth pillars, the Dow Jones, Digital Real Estate Services and Book Publishing segments. |
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| ■ | Net income from continuing operations of $648 million increased 71% compared to $379 million in the prior year. |
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| ■ | Total Segment EBITDA* was $1.42 billion, a 14% increase compared to $1.24 billion in the prior year. |
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| ■ | Net cash provided by operating activities from continuing operations increased 9% to $978 million and free cash flow* increased 6% to $571 million. |
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| ■ | In April 2025, the Company completed the sale of Foxtel Group to DAZN, which included the repayment of outstanding shareholder loans and receipt of a minority equity stake in DAZN of approximately 6%. |
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| ■ | The Company continued to execute on our $1 billion stock repurchase program, authorized in September 2021, that includes both classes of common stock. In July 2025, the Company announced that the Board authorized a new $1 billion stock repurchase program, which is in addition to the 2021 stock repurchase program, and announced an intention to accelerate the pace of repurchases. |
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| ■ | Lavanya Chandrashekar was appointed Chief Financial Officer (“CFO”), effective January 1, 2025, bringing nearly 30 years of experience in international finance and investor relations. The Board thanks Susan Panuccio, whose departure comes after two successful decades at News Corp, including transformational leadership as CFO since 2017. Following David R. Kline’s resignation, Julian Delany was appointed Chief Technology Officer, effective June 30, 2025. |
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| * | Total Segment EBITDA and free cash flow are non-GAAP financial measures. For information on these metrics, as defined by the Company, including reconciliations to the most comparable GAAP measures, please see pages 41 and 48, respectively, of the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 filed with the SEC on August 6, 2025. |
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Corporate Governance Practices
| ■ | Annual Election of All Directors | ■ | Director Overboarding Policy |
| ■ | Majority Vote Standard and Director Resignation Policy in Uncontested Director Elections | ■ | All Audit Committee Members are “Audit Committee Financial Experts” |
| ■ | Independent Lead Director with Robust Responsibilities | ■ | Compensation Committee Oversees Chief Executive Officer (“CEO”) Succession Planning Process |
| ■ | Key Standing Board Committees Comprised Solely of Independent Directors | ■ | Robust Global Compliance Program including Compliance Steering Committee overseen by the Audit Committee |
| ■ | Executive Sessions of Independent Directors Held at Every Regular Board Meeting | ■ | Active Stockholder Engagement Program with Unaffiliated Class A and Class B Stockholders |
| ■ | Annual Board and Committee Self-Evaluations | ■ | Comprehensive Standards of Business Conduct and Statement of Corporate Governance |
| ■ | Risk Oversight by the Board and Committees | ■ | Board and Committee Oversight of Sustainability and Corporate Responsibility Matters; Annual ESG Report |
| ■ | No Stockholder Rights Plan (“poison pill”) | |
2 | 2025 Proxy Statement
Board of Directors
| (a) | For more details on the Board’s leadership structure, including the role and responsibilities of the independent Lead Director, see “Corporate Governance Matters—Board Leadership Structure” beginning on page 14. |
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Board Qualifications and Experience
Executive Compensation Highlights
| We Pay for Performance | We Seek to Mitigate Compensation-Related Risk | |
| ■ | Majority of our named executive officers’ (“NEOs”’) fiscal 2025 target compensation was “at risk,” variable and performance-based ➤ CEO’s target compensation was 84% “at risk” | ■ | Annual compensation risk assessment |
| ■ | No guaranteed bonuses | |
| ■ | Anti-hedging policy applicable to all Directors and employees, including the NEOs | |
| ■ | At least 70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets | ■ | Performance on ethics and compliance and other sustainability and corporate responsibility objectives directly impacts payout of individual qualitative portion of annual cash incentive awards as a negative-only adjustment |
| ■ | Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy | ■ | Clawback policies triggered by certain accounting restatements and significant misconduct applicable to performance- and time-based incentive compensation granted to the NEOs and certain other employees |
| ■ | No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company | ■ | Rigorous stock ownership guidelines for all NEOs and Non-Executive Directors (as defined herein) |
For additional information on our executive compensation, see the “Compensation Discussion and Analysis,” which begins on page 33, and the “Summary Compensation Table” and other related tables and disclosure in “Executive Compensation,” which begin on page 54.
4 | 2025 Proxy Statement
PROPOSAL 1:
ELECTION OF DIRECTORS
Our Board has nominated six Directors for election at this Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the Directors may reduce the size of the Board or the proxy holders (as defined herein), to the extent permitted under SEC rules, will exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominees. The ages shown herein are as of October 8, 2025. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.
Approval of the election of each Director nominee requires the affirmative vote of a majority of the votes cast by holders represented and entitled to vote thereon. Stockholders may vote “For,” “Against,” or “Abstain” with respect to each Director nominee. See “Information About the Annual Meeting—Voting Instructions and Information—What votes are required to approve each of the proposals?” for information with respect to the effect of abstentions and broker non-votes, if any.
The Board remains focused on Board composition. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.
| Lachlan K. Murdoch |
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| Chair Age 54 Director since: June 2013 | Key Experience, Qualifications and Board Contributions ■ Mr. L.K. Murdoch has unique and extensive knowledge of the Company, its history and its operations through serving as Co-Chair of the Company’s Board since 2014 before becoming sole Chair in November 2023, and at the Company’s former parent, News Corporation, having served as a Director since 1996 and in senior executive roles, including Deputy Chief Operating Officer, from 1994 to 2005. ■ Mr. L.K. Murdoch provides the Board with invaluable insight on long-term strategic planning and execution, large-scale cost rationalization and organizational structure evaluation gained as Chief Executive Officer and Executive Chair of Fox Corporation and as Executive Chairman of Fox Corporation’s former parent, Twenty-First Century Fox, Inc. (“21st Century Fox”). ■ Mr. L.K. Murdoch’s executive leadership roles at a number of media companies also allow him to offer impactful guidance to the Board and leadership team on how the rapidly changing digital media landscape affects News Corp’s businesses. Other Key Skill Sets ■ Led many significant transactions, including News Corp’s purchase of a controlling stake in REA Group, a leading online real estate business in Australia, which was initiated by Mr. L.K. Murdoch with an initial strategic investment of approximately $1 million and resulted in a corporate asset with a market capitalization of approximately $32 billion AUD ■ Extensive operational, strategic and financial experience serving in several senior leadership positions within Fox Corporation, 21st Century Fox and News Corporation, including as Deputy Chief Operating Officer, with oversight of HarperCollins and the Company’s Australian businesses, including REA, Chairman of News Limited (now known as News Corp Australia); Publisher of the New York Post and on the Board of Foxtel ■ Strong leadership in developing global strategies and guiding the overall corporate agenda |
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| Employment and Other Experience |
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| 2019 – Present | Executive Chair, Fox Corporation (a news, sports and entertainment company) |
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| 2018 – Present | Chief Executive Officer, Fox Corporation |
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| 2015 – 2019 | Executive Chairman, 21st Century Fox (a diversified global media and entertainment company) |
| 2014 – 2015 | Co-Chairman, 21st Century Fox |
| 2005 – Present | Executive Chairman, Illyria Pty Ltd (a private company) |
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| 2009 – 2022 | Executive Chairman, NOVA Entertainment (an Australian media company) |
| 2012 – 2014 | Non-Executive Chairman, Ten Network Holdings Limited (an Australian media company) |
| 2011 – 2012 | Acting Chief Executive Officer, Ten Network Holdings Limited |
| 2000 – 2005 | Deputy Chief Operating Officer, News Corporation (the Company’s former parent) |
| 1994 – 2005 | Various roles, News Corporation |
| Other Corporate Directorships |
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| Fox Corporation (2019 – Present)21st Century Fox (formerly News Corporation) (1996 – 2019)Ten Network Holdings Limited (2010 – 2014) |
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6 | 2025 Proxy Statement
| Robert J. Thomson |
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| Chief Executive Age 64 Director since:June 2013 | Key Experience, Qualifications and Board Contributions ■ Mr. Thomson has been central in publishing industry efforts to negotiate fair payments from social media and other technology companies for news content that they benefit from, contributing to News Corp’s historic levels of profitability since fiscal 2022. ■ Under his management and leadership, The Wall Street Journal was consistently one of the most innovative and successful newspapers in the U.S. Mr. Thomson greatly expanded The Wall Street Journal’s global reach through the digital initiatives of WSJ.com, and as Managing Editor of the U.S. edition of the Financial Times, Mr. Thomson led its drive into the U.S. market, where sales trebled during his tenure. ■ Mr. Thomson’s keen understanding of the evolving U.S. and international markets in which the Company operates and his commitment to generating high quality content make him a valuable resource for the Board. Other Key Skill Sets ■ Extensive business, operational and international experience in the publishing industry through his career as a financial journalist, foreign correspondent and editor ■ Demonstrated ability to deliver financial results as a leader across an array of diverse media properties with unique business models, technologies and customers |
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| Employment and Other Experience |
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| 2013 – Present | Chief Executive, News Corp |
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| 2008 – 2012 | Editor-in-Chief, Dow Jones |
| 2008 – 2012 | Managing Editor, The Wall Street Journal |
| 2007 – 2008 | Publisher, Dow Jones |
| 2002 – 2007 | Editor, The Times of London |
| 1998 – 2002 | Managing Editor (U.S. edition), Financial Times |
| 1985 – 1998 | Various roles, Financial Times |
| José María Aznar |
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| Independent Director Age 72 Director since: June 2013 Committees: ■ Audit ■ Nominating and Corporate Governance (Chair) | Key Experience, Qualifications and Board Contributions ■ Mr. Aznar brings to the Board strategic planning expertise and leadership skills from his extensive experience including serving as President of Spain. ■ Mr. Aznar provides valuable international perspective into government and public policy matters, offering unique and deep knowledge with respect to countries where the Company operates globally. ■ Mr. Aznar brings to his role as Nominating and Corporate Governance Committee Chair strong knowledge of corporate governance and strategy gained through his governmental and corporate board experience. Other Key Skill Sets ■ International economic policy experience gained overseeing Spain’s participation in the Eurozone, financial and risk management expertise developed as a leader at the highest levels of government and training as a public accountant ■ Digital and technology experience from his service on the Board of Afiniti Ltd., a developer of artificial intelligence systems |
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| Employment and Other Experience |
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| 1989 – Present | President, Foundation for Social Studies and Analysis (a political research and educational organization focused on Spain) |
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| 2014 – Present | President, el Instituto Atlántico de Gobierno (an organization for higher education that he founded) |
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| 2018 – Present | Special Advisor, Latham & Watkins LLP (a law firm) |
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| 2004 – 2016 | Honorific President, Partido Popular of Spain |
| 2012 – 2015 | Distinguished Fellow, Chair of the Atlantic Basin Initiative, School of Advanced International Studies, Johns Hopkins University |
| 2004 – 2012 | Distinguished Scholar in the Practice of Global Leadership, Georgetown University |
| 2005 – 2006 | Member, State Council of Spain |
| 1996 – 2004 | President of Spain |
| 1990 – 2004 | Executive President, Partido Popular of Spain |
| Other Corporate Directorships Afiniti Ltd. (2016 – 2024) 21st Century Fox (2006 – 2013) |
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8 | 2025 Proxy Statement
| Natalie Bancroft |
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| Independent Director Age 45 Director since: June 2013 Committees: ■ Compensation ■ Nominating and Corporate Governance | Key Experience, Qualifications and Board Contributions ■ Ms. Bancroft has developed deep knowledge of strategic planning, corporate governance, management succession planning, global brands and risk management through her public company board and committee service, adding valuable perspective to the deliberations of the Board. ■ Ms. Bancroft has served as a Director of the Company’s predecessor since its acquisition of Dow Jones in 2007. ■ Ms. Bancroft also brings experience with business development and management processes gained as a technology company founder. Other Key Skill Sets ■ Global perspective due to her international and culturally diverse background ■ Background in journalism and arts |
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| Employment and Other Experience |
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| 2020 – 2022 | Co-Founder, SpoonFull LLC (a technology company focused on independent restaurant supply chains) |
| 2019 – 2022 | Director, California Ballet (a professional ballet company) |
| 2016 – 2021 | Director, Pacific Arts Society (a non-profit performing arts company) |
| Other Corporate Directorships 21st Century Fox (2007 – 2013) |
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| Ana Paula Pessoa |
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| Independent Director Age 58 Director since:June 2013 Committees: ■ Audit ■ Nominating and Corporate Governance | Key Experience, Qualifications and Board Contributions ■ Ms. Pessoa contributes digital and technology expertise from her leadership roles at Kunumi Inteligencia Artificial SA (“Kunumi”), a leading Brazilian artificial intelligence company, before its sale in 2024, and her leadership of and investment in technology companies. ■ Ms. Pessoa brings to the Board strong strategic leadership, business development and financial skills, including from her roles with Kunumi and Brunswick Group and serving as Chief Financial Officer of the Olympic Games and Globo Organizations. ■ Ms. Pessoa also has in-depth knowledge of the media industry, having gained extensive experience during her tenure at Globo with its newspaper, Internet, cable and satellite television and telecom operations. Other Key Skill Sets ■ Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Kunumi and other technology companies ■ Extensive leadership, strategic planning and corporate governance experience gained through her executive leadership positions and public company board service |
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| Employment and Other Experience |
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| 2000 – Present | Founder and Partner, Avanti SC (a strategic planning firm) |
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| 2017 – 2024 | Partner, Kunumi (an artificial intelligence company in Brazil) |
| 2017 – 2023 | Director, Kunumi |
| 2017 – 2022 | Chair, Kunumi |
| 2017 – 2019 | Chief Strategy Officer, Kunumi |
| 2015 – 2017 | Chief Financial Officer, 2016 Olympic and Paralympic Summer Games (Rio de Janeiro) |
| 2012 – 2015 | Partner, Brunswick Group (an international corporate communications firm) |
| 2011 – 2015 | Partner, Black-Key Participações SA (a company investing in digital start-up companies in Brazil) |
| 2011 – 2015 | Partner, Neemu Internet (an e-commerce technology firm) |
| 2001 – 2011 | Chief Financial Officer, Globo Organizations (a media group in South America) |
| 1993 – 2001 | Various roles, Globo Organizations |
| Other Corporate Directorships Cosan S.A. (2022 – 2025) Suzano S.A. (2019 – 2024) Credit Suisse Group AG (2018 – 2023) Vinci SA (2015 – 2023) |
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10 | 2025 Proxy Statement
| Masroor Siddiqui |
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| Independent Lead Director Age 53 Director since: June 2013 Committees: ■ Audit (Chair) ■ Compensation (Chair) | Key Experience, Qualifications and Board Contributions ■ Mr. Siddiqui has deep expertise in finance, investment and global markets, as a result of his executive leadership roles with Naya Capital Management UK and other global investment firms. ■ Mr. Siddiqui brings extensive experience evaluating businesses in media, technology and other industries relevant to the Company’s businesses. ■ Mr. Siddiqui provides expertise in financial oversight and accounting through his financial executive experience, enhancing the Audit Committee’s oversight of risks that may arise out of financial planning and reporting. Other Key Skill Sets ■ Extensive experience leading complex organizations on the alignment of financial and strategic objectives and an understanding of cost discipline and organizational structure through his experience as a chief executive officer |
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| Employment and Other Experience |
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| 2012 – Present | Chief Executive Officer, Naya Capital Management UK Limited (an investment firm that he co-founded) |
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| 2009 – 2011 | Partner, Children’s Investment Fund Management (UK) LLP (a hedge fund) |
| 2006 – 2009 | Managing Director, Canyon Partners (an investment firm) |
| 2004 – 2006 | Senior Vice President, Putnam Investments (an investment firm) |
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE. |
