New York Times (NYT) director delivers shares to cover RSU taxes

Rhea-AI Filing Summary

New York Times Company director David S. Perpich reported tax-related share dispositions, not open-market sales. On February 21 and 22, 2026, a total of 736 Class A Common shares (343 and 393) were delivered at $77.99 per share to The New York Times Company to satisfy tax withholding obligations tied to one-third vesting of stock-settled restricted stock units granted in 2023 and 2024 under the 2020 Incentive Compensation Plan. After these transactions, he directly holds 25,702 Class A shares, and additional shares are held indirectly in trusts and as UTMA custodian, for which he disclaims beneficial ownership.

Insider Trade Summary

Net Seller: 736 shares

Net Sell 6 txns

Insider Perpich David S.

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	343	$77.99	$27K
Exercise Price or Tax Liability	Class A Common Stock	393	$77.99	$31K
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 — 25,702 shares (Direct); Class A Common Stock — 1,411,000 shares (Indirect, By trust.); Class A Common Stock — 983 shares (Indirect, As UTMA custodian for minor child.)

Footnotes (3)

1. F1. 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. F2. 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.
3. F3. The reporting person disclaims beneficial ownership of these shares.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What did NYT director David S. Perpich report in this Form 4 for NYT?

David S. Perpich reported tax-related dispositions of New York Times Class A shares. He delivered shares back to the company to cover withholding taxes on vested stock-settled restricted stock units granted in 2023 and 2024 under the 2020 Incentive Compensation Plan.

How many New York Times Class A shares were disposed of for taxes in the NYT Form 4?

Perpich disposed of 736 Class A shares in total for tax withholding. This included 343 shares on February 22, 2026, and 393 shares on February 21, 2026, all delivered at a price of $77.99 per share to The New York Times Company.

Was the NYT Form 4 transaction an open-market sale of NYT shares?

The Form 4 does not show an open-market sale of NYT shares. It records tax-withholding dispositions, where shares were delivered to The New York Times Company itself to satisfy tax obligations arising from vesting restricted stock units.

How many NYT Class A shares does David S. Perpich hold directly after these transactions?

Following the reported tax-withholding dispositions, Perpich directly holds 25,702 New York Times Class A shares. This figure reflects his direct ownership after the 343-share and 393-share deliveries back to The New York Times Company for tax purposes.

What indirect NYT share holdings related to David S. Perpich are noted in the Form 4?

The Form 4 lists additional Class A shares held indirectly by trusts and as UTMA custodian for a minor child. These indirect positions are reported as held by trust or as custodian, and Perpich disclaims beneficial ownership of those shares according to the footnote.

What equity awards are linked to the NYT tax-withholding share deliveries?

The tax-withholding share deliveries relate to one-third vesting of stock-settled restricted stock units. These RSUs were granted on February 22, 2023, and February 21, 2024, under The New York Times Company 2020 Incentive Compensation Plan, triggering associated tax obligations.

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^*

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)
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		393	D	$77.99	26,045	D
Class A Common Stock(2)	02/22/2026		F		343	D	$77.99	25,702	D
Class A Common Stock								1,400,000	I	By trust.(3)
Class A Common Stock								11,000	I	By trust.(3)
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 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.

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

Remarks:

	/s/ Scott Warren Goodman as Attorney-in-fact for David S. Perpich	02/24/2026
	** 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.