Perpich discloses trust and UTMA holdings totaling millions of NYT shares

Rhea-AI Filing Summary

David S. Perpich, a director of The New York Times Company, reported a transaction dated 08/11/2025 in which 131 Class A shares were delivered to the company to satisfy tax withholding related to the one‑third vesting of stock‑settled restricted stock units granted on August 10, 2023 under the 2020 Incentive Compensation Plan. The delivery was recorded at a price of $57.49 per share and the filing shows 26,438 Class A shares held directly following the transaction.

The Form 4 also discloses indirect holdings, including 1,400,000 and 11,000 Class A shares held by trusts (the reporting person disclaims beneficial ownership of those trust shares) and UTMA custodial holdings of 491 and 492 shares for minor children. The disclosure is a routine settlement for RSU tax withholding and clarifies direct versus indirect ownership positions.

Positive

• Insider complied with Section 16 reporting requirements, disclosing the 131‑share delivery to satisfy RSU tax withholding.
• Filing clarifies ownership form, including direct holdings (26,438 shares) and trust/UTMA positions, improving transparency.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax withholding on vested RSUs; disclosure clarifies direct and disclaimed trust holdings.

The filing documents a common administrative disposition where 131 Class A shares were delivered to satisfy tax withholding on RSU vesting. The director retains a direct stake of 26,438 shares while disclaiming beneficial ownership of sizable trust holdings of 1,400,000 and 11,000 shares. From a governance standpoint this is non‑material to company control but important for transparency and Section 16 compliance.

Securities Analyst

TL;DR: Transaction is routine and immaterial to valuation; useful confirmation of insider ownership structure.

The reported delivery at $57.49 per share and the remaining direct holding of 26,438 shares are small relative to the disclosed trust positions. This Form 4 provides clarity on how the reporting person holds shares (direct, trusts, UTMA custodial accounts) and confirms the transaction was a tax withholding settlement tied to RSU vesting rather than an open‑market sale that might signal a change in view.

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^*

Perpich David S.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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)	08/11/2025		F		131	D	$57.49	26,438	D
Class A Common Stock								1,400,000	I	By trust.(2)
Class A Common Stock								11,000	I	By trust.(2)
Class A Common Stock								491	I	As UTMA custodian for minor child.
Class A Common Stock								492	I	As UTMA custodian for minor child.

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 August 10, 2023, under The New York Times Company 2020 Incentive Compensation Plan.

2. The reporting person disclaims beneficial ownership of these shares.

Remarks:

	/s/ Scott Warren Goodman as Attorney-in-fact for David S. Perpich	08/13/2025
	** 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

What did NYT insider David S. Perpich report on this Form 4?

The Form 4 reports that 131 Class A shares were delivered to The New York Times Company to satisfy tax withholding for vested RSUs; the delivery price was $57.49 per share and the reporting person held 26,438 Class A shares directly after the transaction.

Why were the 131 NYT shares delivered to the company?

The shares were delivered to satisfy tax withholding obligations related to the one‑third vesting of stock‑settled restricted stock units granted on August 10, 2023 under the company's 2020 Incentive Compensation Plan.

Does David S. Perpich still hold substantial NYT shares indirectly?

Yes. The filing discloses indirect holdings of 1,400,000 and 11,000 Class A shares held by trusts (the reporting person disclaims beneficial ownership) and UTMA custodial holdings of 491 and 492 shares for minor children.

Was this transaction an open‑market sale or a routine withholding?

This was a routine tax‑withholding delivery related to RSU vesting, not an open‑market sale; the Form 4 indicates the shares were delivered to the company to satisfy withholding requirements.

What is the reporting person's role at NYT?

The filing identifies the reporting person as David S. Perpich, a director of The New York Times Company.