NYT (NYSE: NYT) director granted 48 dividend-equivalent RSUs

Rhea-AI Filing Summary

The New York Times Company director Beth A. Brooke reported an automatic share-based award tied to prior grants. On January 16, 2026, she acquired 48 shares of Class A Common Stock at $0 per share, bringing her directly held beneficial ownership to 19,768 shares.

The filing explains that these shares reflect dividend equivalent restricted stock units (RSUs) under the company’s 2020 Incentive Compensation Plan. These RSUs are granted in connection with cash dividends paid on Class A Common Stock. Dividend equivalent RSUs related to vested RSUs are fully vested at grant, while those tied to unvested RSUs will vest on the date the underlying unvested RSUs vest, which is the date of the company’s first annual meeting following the initial grant.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brooke Beth 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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)	01/16/2026		A		48	A	$0	19,768	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. Restricted Stock Units ("RSUs") acquired in respect of previously reported RSUs awarded under The New York Times Company 2020 Incentive Compensation Plan in connection with, and with a value equal to, cash dividends paid on The New York Times Company's Class A Common Stock ("Dividend Equivalent RSUs"). Dividend Equivalent RSUs granted in respect of vested RSUs are fully vested at grant. Dividend Equivalent RSUs granted in respect of unvested RSUs will vest on the date that such unvested RSUs vest, which is the date of the Company's first annual meeting following the initial grant.

Remarks:

	/s/ Michael A. Brown, Attorney-in-fact for Beth A. Brooke	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NYT director Beth A. Brooke report?

Beth A. Brooke reported acquiring 48 shares of Class A Common Stock of The New York Times Company (NYT) on January 16, 2026, at $0 per share, through an automatic equity award.

How many NYT shares does Beth A. Brooke own after this Form 4 transaction?

After the reported transaction, Beth A. Brooke beneficially owns 19,768 shares of NYT Class A Common Stock, held directly.

What are dividend equivalent RSUs mentioned in the NYT Form 4 filing?

The filing states that the award consists of dividend equivalent restricted stock units (RSUs) granted under the 2020 Incentive Compensation Plan. These RSUs are issued with a value equal to cash dividends paid on NYT Class A Common Stock in respect of previously reported RSUs.

How do the NYT dividend equivalent RSUs vest for Beth A. Brooke?

According to the disclosure, dividend equivalent RSUs granted in respect of vested RSUs are fully vested at grant. Those granted in respect of unvested RSUs will vest on the date the underlying unvested RSUs vest, which is the date of the company’s first annual meeting following the initial grant.

Is Beth A. Brooke a 10% owner of The New York Times Company?

The filing identifies Beth A. Brooke as a director of The New York Times Company and does not mark her as a 10% owner.

Was this NYT insider transaction reported as a direct or indirect holding?

The Form 4 indicates that the 19,768 NYT shares held after the transaction are owned on a direct (D) basis by Beth A. Brooke, with no separate entity listed for indirect ownership.