NYT (NYT) chair gets stock awards, delivers shares to cover taxes

Rhea-AI Filing Summary

The New York Times Company chairman and publisher Arthur G. Sulzberger reported a mix of equity grants and share deliveries for taxes involving Class A Common Stock. On February 26, he delivered 2,237 and 51,830 shares to the company at $77.38 per share to cover tax withholding on previously granted restricted stock units and on a performance-based equity award.

On the same date, he was credited with 11,001 stock-settled restricted stock units that vest in three equal annual installments beginning on February 26, 2027, and 93,724 shares tied to performance goals measured from January 1, 2023 to December 31, 2025. The filing also notes additional indirect holdings in various trusts and as custodian for a minor child.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Sulzberger Arthur G.

Role Chairman and Publisher

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,237	$77.38	$173K
Grant/Award	Class A Common Stock	11,001	$0.00	--
Grant/Award	Class A Common Stock	93,724	$0.00	--
Tax Withholding	Class A Common Stock	51,830	$77.38	$4.01M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 132,443 shares (Direct); Class A Common Stock — 60,323 shares (Indirect, By trust.)

Footnotes (1)

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 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023 to December 31, 2025, pursuant to a performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan. Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Sulzberger Arthur G.

(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.A ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Publisher

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		F		2,237	D	$77.38	132,443	D
Class A Common Stock(2)	02/26/2026		A		11,001	A	$0(2)	143,444	D
Class A Common Stock(3)	02/26/2026		A		93,724	A	$0(3)	237,168	D
Class A Common Stock(4)	02/26/2026		F		51,830	D	$77.38	185,338	D
Class A Common Stock								60,323	I	By trust.
Class A Common Stock								4,825	I	By trust.
Class A Common Stock								1,554	I	As UTMA custodian for minor child.
Class A Common Stock								1,400,000	I	By trust.

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 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan.

2. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date.

3. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023 to December 31, 2025, pursuant to a performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

4. Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

Remarks:

	/s/ Scott Warren Goodman as Attorney-in-fact for Arthur G. Sulzberger	03/02/2026
	** 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 transactions did NYT chairman Arthur G. Sulzberger report?

Arthur G. Sulzberger reported equity award activity and tax share deliveries. He delivered shares to The New York Times Company for tax withholding and received new restricted stock units plus performance-based shares under the 2020 Incentive Compensation Plan.

How many NYT shares did Arthur G. Sulzberger deliver for taxes?

Sulzberger delivered 2,237 and 51,830 NYT Class A shares to the company. These deliveries satisfied tax withholding tied to vesting restricted stock units and a performance-based equity award, at a reported price of $77.38 per share.

What new equity awards did Arthur G. Sulzberger receive from NYT?

He received 11,001 stock-settled restricted stock units and 93,724 performance-based shares. The restricted stock units vest in three equal annual installments beginning February 26, 2027, while the performance-based shares reflect goals measured from January 1, 2023 to December 31, 2025.

Are Arthur G. Sulzberger’s tax-related NYT share deliveries open-market sales?

The reported deliveries are to The New York Times Company, not open-market sales. Shares were used to satisfy tax withholding obligations tied to vesting restricted stock units and a performance-based equity award under the company’s 2020 Incentive Compensation Plan.

How are Arthur G. Sulzberger’s new NYT restricted stock units structured?

Each restricted stock unit represents a contingent right to one NYT Class A share. The 11,001 units vest in three equal annual installments, starting February 26, 2027, assuming Sulzberger’s continued employment through each applicable vesting date.

What performance period applies to Sulzberger’s NYT performance-based equity award?

The performance-based equity award covers a period from January 1, 2023 to December 31, 2025. Shares reported as acquired reflect achievement of specific goals under pre-established performance measures in The New York Times Company 2020 Incentive Compensation Plan.