新闻集团-B美股招股说明书(2025-09-09版)

14,071,293 Shares ClassB Common Stock The selling stockholders (as defined herein) are offering 14,071,293 shares (the “shares”) of ClassBcommon stock, par value $0.01 per share (“ClassB common stock”), of News Corporation. NewsCorporation is not selling any shares under this prospectus supplement and will not receive any of theproceeds from the sale of the shares by the selling stockholders. Our ClassB common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol“NWS.” CHESS Depositary Interests (“CDIs”) representing our ClassB common stock are listed on theAustralian Securities Exchange (“ASX”) under the symbol “NWS” with one ClassB CDI being equivalentto one share of our ClassB common stock. The last reported sale price of our ClassB common stock on theNasdaq on September5, 2025 was $33.40 per share. The last reported sale price of our ClassB CDIs on theASX on September5, 2025 was A$51.08 per CDI. Investing in our Class B common stock involves risks. See “Risk Factors” beginning on pageS-5of thisprospectus supplement and the risk factors described in the documents that we file with the Securities andExchange Commission (the “SEC”) that are incorporated herein by reference for a discussion of certain risksyou should consider before deciding to invest in our ClassB common stock. Neither the SEC nor any state securities commission has approved or disapproved of the shares or passedupon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Morgan Stanley The date of this prospectus supplement is September 8, 2025 Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-9SELLING STOCKHOLDERSS-10MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS TO NON-U.S.HOLDERS OF OUR CLASS B COMMON STOCKS-12CERTAIN ERISA CONSIDERATIONSS-15UNDERWRITINGS-17WHERE YOU CAN FIND MORE INFORMATIONS-26INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-27VALIDITY OF CLASS B COMMON STOCKS-27EXPERTSS-28 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION OF CERTAIN INFORMATION BY REFERENCE1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3DESCRIPTION OF THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF CAPITAL STOCK21PLAN OF DISTRIBUTION26LEGAL MATTERS27EXPERTS27 ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering of shares and certain other matters relating to us and the selling stockholders,and adds to and updates information contained in the accompanying base prospectus and the documentsincorporated by reference herein. The second part, the accompanying base prospectus, dated May13, 2025,gives more general information about the securities that we may offer from time to time, some of whichmay not apply to this offering. This prospectus supplement and the accompanying prospectus are part of aregistration statement on Form S-3 that we filed with the SEC as a “well-known seasoned issuer,” as definedin Rule405 under the Securities Act of 1933, as amended (the “Securities Act”), using the SEC’s shelfregistration rules. You should read this prospectus supplement and the accompanying prospectus, togetherwith the additional information incorporated by reference herein and therein as described under the headings“Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanyingprospectus. If the information set forth in this prospectus supplement differs in any way from the information setforth in the accompanying prospectus or the documents incorporated by reference filed before the date ofthis prospectus supplement, you should rely on the information set forth in this prospectus supplement. Ifthe information conflicts with any statement in a document that we have incorporated by reference, then youshould consider only the statement in the more recent document. The information contained or incorporatedby reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectusis accurate only as of the date of the applicable document. Our business, financial condition, results ofoperations and prospects may have changed since that date. None of News Corp, the selling stockholders or the underwriter have authorized anyone to provide youwith different or additional information from that contained or incorporated by reference into thisprospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by oron behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwritertakes any responsibility for, and can provide no assurance as to the reliability of, any other i