NYT (NYT) director John W. Rogers Jr. granted 77 dividend RSUs

Rhea-AI Filing Summary

The New York Times Company director John W. Rogers Jr. reported a small equity award tied to his existing holdings. On January 16, 2026, he acquired 77 shares of Class A Common Stock at a price of $0 per share, bringing his total directly held Class A shares to 52,127.

The filing explains that these shares reflect Dividend Equivalent Restricted Stock Units (RSUs) granted under the company’s 2020 Incentive Compensation Plan. These RSUs are issued in an amount equal in value to cash dividends paid on the company’s Class A stock. Dividend Equivalent RSUs linked to already vested RSUs are fully vested when granted, while those linked to unvested RSUs will vest on the same date the underlying RSUs vest, which is the date of the company’s first annual meeting following the initial grant.

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^*

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)
01/16/2026

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)	01/16/2026		A		77	A	$0	52,127	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.	01/21/2026
	** 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.
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FAQ

What insider transaction did NYT director John W. Rogers Jr. report?

John W. Rogers Jr., a director of The New York Times Company (NYT), reported acquiring 77 shares of Class A Common Stock on January 16, 2026, at a price of $0 per share, increasing his direct holdings to 52,127 shares.

How did John W. Rogers Jr. receive the 77 NYT shares disclosed in this Form 4?

The 77 shares represent Dividend Equivalent Restricted Stock Units (RSUs) granted under The New York Times Company 2020 Incentive Compensation Plan, in respect of previously reported RSUs and based on cash dividends paid on Class A Common Stock.

What are Dividend Equivalent RSUs in The New York Times Company 2020 Incentive Compensation Plan?

Dividend Equivalent RSUs are restricted stock units granted with a value equal to cash dividends paid on NYT Class A Common Stock. Those tied to vested RSUs are fully vested at grant, while those tied to unvested RSUs will vest when the underlying RSUs vest, on the date of the company’s first annual meeting following the initial grant.

What is John W. Rogers Jr.’s total NYT Class A share ownership after this transaction?

After the reported transaction, John W. Rogers Jr. beneficially owns 52,127 shares of NYT Class A Common Stock, held in direct form according to the filing.

What role does John W. Rogers Jr. hold at The New York Times Company (NYT)?

John W. Rogers Jr. is identified in the filing as a director of The New York Times Company. He is not listed as an officer or a 10% owner in this report.

Was this NYT Form 4 transaction under a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not indicate that this box was checked for the reported transaction.