New York Times (NYT) EVP reports RSU tax-withholding share deliveries

Rhea-AI Filing Summary

New York Times Company executive reports tax-withholding share deliveries

NEW YORK TIMES CO EVP and CHRO Jacqueline M. Welch reported two tax-withholding dispositions of Class A Common Stock related to vesting of restricted stock units under the company’s 2020 Incentive Compensation Plan.

On February 21, 2026, she delivered 386 shares to The New York Times Company at $77.99 per share to satisfy tax obligations from the one-third vesting of stock-settled RSUs granted on February 22, 2023, leaving 14,084 shares owned directly afterward. On February 22, 2026, she delivered an additional 448 shares at $77.99 per share to cover taxes on the one-third vesting of RSUs granted on February 21, 2024, leaving 13,636 shares owned directly.

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

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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^*

Welch Jacqueline M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CHRO

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		386	D	$77.99	14,084	D
Class A Common Stock(2)	02/22/2026		F		448	D	$77.99	13,636	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. 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.

Remarks:

	/s/ Michael A. Brown, Attorney-in-fact for Jacqueline Welch	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).
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FAQ

What insider transaction did NYT executive Jacqueline M. Welch report?

Jacqueline M. Welch reported two tax-withholding dispositions of Class A Common Stock. She delivered shares back to The New York Times Company to cover taxes owed on vesting restricted stock units under the 2020 Incentive Compensation Plan.

How many NYT shares were delivered for tax withholding by Jacqueline M. Welch?

Jacqueline M. Welch delivered 386 shares on February 21, 2026 and 448 shares on February 22, 2026. Both transactions were tax-withholding dispositions related to one-third vesting of earlier restricted stock unit grants.

At what price were the NYT tax-withholding share dispositions recorded?

Both tax-withholding dispositions were recorded at $77.99 per share. This price was used to value the Class A Common Stock delivered to The New York Times Company to satisfy the executive’s withholding obligations on vested restricted stock units.

How many NYT shares does Jacqueline M. Welch own after these transactions?

After the February 21, 2026 tax-withholding disposition, Jacqueline M. Welch held 14,084 shares of Class A Common Stock directly. Following the February 22, 2026 disposition, her direct ownership was 13,636 shares, as reported in the Form 4 filing.

Were Jacqueline M. Welch’s NYT transactions open-market stock sales?

No, the transactions were not open-market sales. The Form 4 and footnotes state the shares were delivered to The New York Times Company solely to satisfy tax withholding obligations tied to vesting restricted stock units.

What NYT equity plan is linked to these insider share dispositions?

The share deliveries are tied to grants under The New York Times Company 2020 Incentive Compensation Plan. Footnotes explain they relate to one-third vesting of stock-settled restricted stock units granted in 2023 and 2024 under this plan.