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

Rhea-AI Filing Summary

On 07/25/2025, Gilead Sciences (GILD) EVP, Corporate Affairs & General Counsel Deborah H. Telman filed a Form 4 detailing routine equity-award settlements. Two restricted-stock unit (RSU) tranches vested, converting into 8,743 common shares (8,229 + 514) under transaction code “M”. To satisfy withholding taxes, 3,823 shares were automatically disposed of at $116.20 (code “F”). Net of the tax sale, Telman’s direct ownership increased by 4,920 shares to 42,721 shares.

Post-transaction, the executive still holds 51,521 unvested RSUs (29,875 + 21,646) that will vest over three- and four-year schedules. No open-market purchases or discretionary sales occurred; the filing reflects scheduled vesting rather than a valuation-driven trade. While the additional shares retained signal modest long-term alignment, the event is generally viewed as neutral for investors, providing limited insight into Gilead’s operational or financial outlook.

Positive

• Net share increase: Executive retained 4,920 shares after tax withholding, modestly boosting insider ownership.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net +4.9k shares held, no signal on fundamentals.

The transactions are mechanical conversions of RSUs granted years earlier. Code “M” denotes settlement, while code “F” covers tax withholding. Because Telman retained over half of the newly issued shares, the filing leans slightly positive on alignment, yet the absence of open-market buying limits interpretive value. The magnitude—≈$570k gross before withholding—is immaterial relative to GILD’s $100 bn market cap. I therefore classify the impact as neutral.

Corporate Governance Expert

TL;DR: Standard insider equity cadence; governance impact minimal.

Form 4 confirms compliance with Section 16 reporting and illustrates Gilead’s typical four- and three-year RSU vesting schedules. Telman’s decision not to liquidate beyond tax obligations suggests alignment with shareholders, but does not alter board-level governance considerations. No red flags or policy breaches are evident. Consequently, investor relevance is limited.

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).

1. Name and Address of Reporting Person^*

ROGERS JOHN W JR

(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		106	A	$0	51,954	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 John W. Rogers Jr.	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 GILD shares did Deborah H. Telman acquire on 07/25/2025?

She received 8,743 shares upon RSU vesting.

How many shares were sold or withheld for taxes?

3,823 shares were automatically disposed of at $116.20 to cover taxes.

What is Telman’s total direct Gilead shareholding after the transaction?

Her direct ownership rose to 42,721 common shares.

How many unvested RSUs does Telman still hold?

She retains 51,521 unvested RSUs that will vest over the next three to four years.

Did the filing include any open-market purchases or discretionary sales?

No. All activity was scheduled RSU settlement; the only sale was for tax withholding.