News Corp (NWS) CEO Robert J. Thomson Exercises Units, Withholds Shares

What Happened
Robert J. Thomson, CEO of News Corporation (NWS), converted a total of 549,710 cash‑settled performance/restricted stock units on August 15, 2026 (reported on Form 4 filed August 18, 2026). Of those shares, 296,372 were withheld to satisfy tax obligations (payment entries) valued at about $8.64M (at $29.16/share) and 253,338 were surrendered/disposed to the issuer valued at about $7.39M (at $29.16/share). Combined value of withheld/surrendered shares is approximately $16.03M. In addition, Thomson was granted 108,024 cash‑settled restricted stock units as part of his fiscal 2027 long‑term incentive award (vests in thirds in 2027–2029).

Key Details

• Transaction date: August 15, 2026 (Form 4 filed August 18, 2026 — timely filing)
• Price used for withholding/surrender: $29.16 per share
• Conversion totals: 549,710 units converted to equivalent shares (breakdown: 444,341; 37,922; 35,322; 32,125)
• Shares withheld for taxes (F): 296,372 shares — $8,642,207 total
• Shares surrendered to issuer (D): 253,338 shares — $7,387,336 total
• Grant (A): 108,024 cash‑settled restricted stock units granted @ $0 (vest in thirds on Aug 15, 2027/2028/2029)
• Shares owned after transaction: Not specified in the provided filing excerpt
• Notable footnotes: Units were cash‑settled and “deemed to have settled” for an equivalent number of Class A shares; dividend equivalents accrued and were subject to the same vesting conditions; shares were withheld upon vesting to satisfy tax withholding obligations.

Context

• These transactions reflect conversion/settlement of cash‑settled performance and restricted stock units with net share withholding/surrender to cover tax and issuer obligations — effectively a cashless/net settlement rather than an open‑market sale. Such withholding/surrenders are routine administrative actions to satisfy tax liabilities and do not necessarily signal a change in the insider’s view of the company.