Ruth Allen, Chief Human Resources Officer of News Corporation (NASDAQ:NWS), filed a Form 4 on August 18, 2026, disclosing multiple transactions in Class A Common Stock on August 15 and August 17, 2026, including the vesting and settlement of performance stock units and restricted stock units, tax-related share withholdings, a sale of all remaining directly held shares, and a new equity grant.

Key Highlights

  • PSU settlement: 23,620 stock-settled performance stock units converted to an equivalent number of Class A Common Stock shares on August 15, 2026, including dividend equivalents accrued during the performance period.
  • RSU settlements: Three separate tranches of stock-settled restricted stock units totaling 13,021 shares (5,927 + 3,715 + 3,379) converted to Class A Common Stock on August 15, 2026, each including accrued dividend equivalents.
  • Tax withholdings: A total of 15,120 shares were withheld across four separate transactions at $29.16 per share to satisfy tax withholding obligations upon vesting.
  • Open-market sale: All 21,521 remaining directly held shares were sold on August 17, 2026, at a weighted average price of $28.9917, with individual transaction prices ranging from $28.71 to $29.06.
  • New grant: 11,831 stock-settled restricted stock units were awarded on August 15, 2026, as part of the reporting person's fiscal 2027 long-term equity incentive award, vesting in thirds on August 15, 2027, 2028, and 2029.
  • Remaining ownership: Following all reported transactions, Allen holds 0 shares of Class A Common Stock directly, and 18,596 stock-settled restricted stock units (3,721 + 6,765 + 11,831 from outstanding RSU tranches) directly.

Ruth Allen's August 2026 Equity Transactions at News Corporation

According to the filing, on August 15, 2026, Allen's 23,620 stock-settled performance stock units settled into an equivalent number of Class A Common Stock shares. The filing notes these units included dividend equivalents accrued during the performance period and subject to the same performance-based and time-based vesting conditions as the underlying units. Separately, three tranches of stock-settled restricted stock units, comprising 5,927, 3,715, and 3,379 shares respectively, also vested and settled on the same date, each inclusive of accrued dividend equivalents subject to time-based conditions.

Concurrent with each vesting event, the filing discloses that shares were withheld to cover tax obligations. Specifically, 9,519 shares were withheld in connection with the PSU settlement, and 2,389, 1,498, and 1,714 shares were withheld across the three RSU tranches, all at $29.16 per share. Following these withholdings, the filing reports Allen held 21,521 shares directly. Those shares were then sold on August 17, 2026, at a weighted average price of $29.9917, in multiple transactions at prices from $28.71 to $29.06 inclusive, reducing Allen's direct share ownership to zero.

Also on August 15, 2026, Allen received a new grant of 11,831 stock-settled restricted stock units described in the filing as part of the reporting person's "fiscal 2027 long-term equity incentive award." These units will vest in thirds on August 15 of 2027, 2028, and 2029, subject to time-based vesting conditions, and carry a derivative security price of $0. Combined with previously outstanding RSU tranches, Allen's total remaining derivative securities following all transactions are reported as 18,596 stock-settled restricted stock units held directly.

What Was Disclosed

The filing reports the settlement of performance and restricted stock units, associated tax withholdings, a sale of all directly held Class A Common Stock shares at a weighted average price of $28.9917, and the receipt of a new fiscal 2027 RSU grant of 11,831 units by News Corporation's Chief Human Resources Officer.