NWSANews Corp (Class A)
Deals with insiders in the proxy filed 2026-09-23
Deals between NWSA and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-10-08.
Certain Relationships“News Corp Australia, a division of the Company, purchased advertising totaling approximately $400,000 in fiscal 2026 on an arms-length, ordinary course basis from NOVA Entertainment (“NOVA”), in which Mr. L.K. Murdoch, Chair of the Company, holds an indirect 100% interest. In addition, News Corp Australia, News24 (formerly Sky News Australia) and News UK, divisions of the Company, received advertising revenue on an arms-length, ordinary course basis from NOVA purchases and through production arrangements pursuant to which advertising revenue is shared with NOVA, totaling approximately $1.7 million in fiscal 2026.”
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Certain Relationships“As previously disclosed, in September 2025 certain trusts established for the benefit of certain beneficiaries of the Murdoch Family Trust (which Murdoch Family Trust held an aggregate of approximately 40.7% of the outstanding Class B Common Stock prior to the offering) completed the offering and sale of 14,071,293 shares of Class B Common Stock pursuant to a shelf registration statement, generating total gross proceeds of approximately $450 million to the selling stockholders.”
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New wording of the review policy 1 paragraph without an amount or a name
CORPORATE GOVERNANCE MATTERS“for which he or she (or an immediate family member) is a related person, except that such Director will provide all material information concerning the transaction to the Audit Committee.”
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The whole section
7 paragraphs quoted as filed
Procedures for Approval of Related Person Transactions“The Audit Committee has established written procedures for the review of related person transactions. Pursuant to these procedures, the Audit Committee reviews and approves, ratifies or disapproves, as appropriate, transactions, arrangements or relationships in which the Company or any of its subsidiaries is a participant, the aggregate amount involved exceeds $120,000 and a Director, Director emeritus, Director nominee, executive officer, 5% holder of the Company’s voting stock or an immediate family member of any of the foregoing has a direct or indirect material interest.”
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Procedures for Approval of Related Person Transactions“When determining whether to approve or ratify a related person transaction, the Audit Committee shall consider all relevant facts and circumstances, including, but not limited to: whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the business reasons for the transaction; whether the transaction would impair the independence of an independent Director; and whether the transaction would present an improper conflict of interest for any Director or executive officer of the Company, taking into account the nature of the transaction and the Director or executive officer’s interest in the transaction. The Audit Committee shall not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. No Director will participate in any discussion or approval of a related person transaction”
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CORPORATE GOVERNANCE MATTERS“for which he or she (or an immediate family member) is a related person, except that such Director will provide all material information concerning the transaction to the Audit Committee.”
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Certain Relationships“All of the transactions described below were reviewed and approved or ratified by the Audit Committee or the Board.”
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Certain Relationships“News Corp Australia, a division of the Company, purchased advertising totaling approximately $400,000 in fiscal 2026 on an arms-length, ordinary course basis from NOVA Entertainment (“NOVA”), in which Mr. L.K. Murdoch, Chair of the Company, holds an indirect 100% interest. In addition, News Corp Australia, News24 (formerly Sky News Australia) and News UK, divisions of the Company, received advertising revenue on an arms-length, ordinary course basis from NOVA purchases and through production arrangements pursuant to which advertising revenue is shared with NOVA, totaling approximately $1.7 million in fiscal 2026.”
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Certain Relationships“During fiscal 2026, News Corp Australia, REA Group Limited (in which the Company owns a 62.0% interest) and NOVA were holders of equity interests in ScaleUp MediaFund Trust (“ScaleUp”), a business that provides advertising to start-up companies in exchange for equity interests in such companies. ScaleUp’s terms provide for contributions in advertising space of: (i) from March 1, 2023 to December 31, 2026, up to $6 million AUD from News Corp Australia, $2.5 million AUD from REA Group and $3.5 million AUD from NOVA; (ii) from July 1, 2026 to June 30, 2029, $5.5 million AUD from News Corp Australia, $1.5 million AUD from REA Group and $4.5 million AUD from NOVA. The selection of prospective recipient start-up companies and campaigns is determined by a board comprising one director designated by each unitholder. Investment decisions are required to be made with the unanimous approval of the board.”
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Certain Relationships“As previously disclosed, in September 2025 certain trusts established for the benefit of certain beneficiaries of the Murdoch Family Trust (which Murdoch Family Trust held an aggregate of approximately 40.7% of the outstanding Class B Common Stock prior to the offering) completed the offering and sale of 14,071,293 shares of Class B Common Stock pursuant to a shelf registration statement, generating total gross proceeds of approximately $450 million to the selling stockholders.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗