[Form 4] New York Times Co. Insider Trading Activity

Rhea-AI Filing Summary

On 07/24/2025, New York Times Company (NYSE: NYT) director Beth A. Brooke acquired 65 Class A shares in the form of dividend-equivalent restricted stock units (RSUs) granted under the 2020 Incentive Compensation Plan. The RSUs were issued at $0 cost, lifting her direct stake to 19,661 shares. Dividend-equivalent RSUs tied to already-vested awards are immediately vested; those related to unvested awards will vest at the company’s next annual meeting. No dispositions, options or derivative securities were reported. This appears to be a routine compensation event and is immaterial to the company’s capital structure.

• Transaction code: A (acquisition)
• Form filed by one reporting person
• Relationship: Director

Insights

Securities Analyst

TL;DR: Minor, routine RSU dividend credit; neutral for NYT investors.

The 65-share grant represents less than 0.0001% of NYT’s float and simply reflects the automatic conversion of cash dividends into RSUs. The director’s total holding rises to 19,661 shares, still modest in dollar terms. There is no buying signal, liquidity impact or governance red flag. I classify the filing as housekeeping with no valuation effect.

Corporate Governance Specialist

TL;DR: Standard dividend-equivalent RSU issue; governance practices consistent with peer norms.

Dividend-equivalent RSUs are common among S&P 500 compensation plans and align director interests with shareholders. The immediate vesting on already-vested awards is standard. No preferential pricing or unusual timing is observed. The filing neither enhances nor detracts from NYT’s governance profile.

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).

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)
07/24/2025

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)	07/24/2025		A		65	A	$0	19,661	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	07/28/2025
	** 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

How many NYT shares did director Beth A. Brooke acquire on 07/24/2025?

65 Class A shares were credited as dividend-equivalent RSUs.

What is Beth A. Brooke’s total direct ownership in NYT after the transaction?

She now directly owns 19,661 shares of NYT Class A common stock.

Did the Form 4 involve any share sales or option exercises?

No. The filing only reports an acquisition; there were no dispositions or derivatives exercised.

Why were the RSUs issued at a price of $0?

They are dividend-equivalent RSUs granted in lieu of cash dividends, so no cash payment was required.

Do these RSUs vest immediately?

RSUs linked to already-vested awards vest immediately; those tied to unvested awards vest at the next annual meeting.