NYT CEO Meredith Kopit Levien (NYSE: NYT) delivers shares for tax withholding

Rhea-AI Filing Summary

New York Times Company President & CEO Meredith Kopit Levien reported two insider transactions involving Class A Common Stock. On February 21, 2026, 2,922 shares and on February 22, 2026, 3,800 shares were delivered back to the company at $77.99 per share. The Form 4 states these were tax-withholding dispositions to satisfy obligations from the one-third vesting of stock-settled restricted stock units granted in 2023 and 2024 under the company’s 2020 Incentive Compensation Plan, rather than open-market sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KOPIT LEVIEN MEREDITH A.

(Last) (First) (Middle)

THE NEW YORK TIMES COMPANY

620 EIGHTH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW YORK TIMES CO [ NYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	02/21/2026		F		2,922	D	$77.99	103,443	D
Class A Common Stock(2)	02/22/2026		F		3,800	D	$77.99	99,643	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to the one-third vesting of stock-settled restricted stock units granted on February 21, 2024, under The New York Times Company 2020 Incentive Compensation Plan.

2. Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to the one-third vesting of stock-settled restricted stock units granted on February 22, 2023, under The New York Times Company 2020 Incentive Compensation Plan.

Remarks:

	/s/ Michael A. Brown, Attorney-in-fact for Meredith A. Kopit Levien	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NYT CEO Meredith Kopit Levien report on this Form 4?

Meredith Kopit Levien reported two dispositions of New York Times Class A Common Stock. The shares were delivered to the company to cover tax withholding obligations arising from vesting restricted stock units, rather than sold in open-market transactions, according to the Form 4 details and footnotes.

How many NYT shares were disposed of by Meredith Kopit Levien for tax withholding?

The Form 4 lists 2,922 shares disposed on February 21, 2026, and 3,800 shares disposed on February 22, 2026. In each case, the shares were delivered to The New York Times Company specifically to satisfy tax withholding obligations tied to vesting restricted stock units.

At what price were Meredith Kopit Levien’s NYT shares delivered for tax withholding?

Both reported dispositions used a price of $77.99 per share for New York Times Class A Common Stock. This price is used in the Form 4 to calculate the value of the shares delivered to the company to meet the associated tax withholding obligations on vesting awards.

Were Meredith Kopit Levien’s NYT share dispositions open-market sales?

No, the Form 4 describes these as deliveries of shares to The New York Times Company. The transactions are coded as tax-withholding dispositions, meaning shares were surrendered to cover tax obligations from vesting restricted stock units, instead of being sold on the open market.

What equity awards triggered the NYT CEO’s tax-withholding share deliveries?

The tax-withholding deliveries relate to one-third vesting portions of stock-settled restricted stock units. Footnotes state these RSUs were granted on February 22, 2023, and February 21, 2024, under The New York Times Company 2020 Incentive Compensation Plan, leading to the reported share dispositions.

How many NYT shares did Meredith Kopit Levien hold after the reported transactions?

After the February 21, 2026 tax-withholding disposition, the Form 4 shows 103,443 shares of New York Times Class A Common Stock held directly. After the February 22, 2026 disposition, the reported directly held balance is 99,643 shares following that second tax-withholding transaction.