NYT (NYT) CFO Bardeen delivers 911 shares to cover RSU taxes

Rhea-AI Filing Summary

New York Times Company executive William Bardeen, EVP and Chief Financial Officer, delivered shares of Class A Common Stock back to the company to cover tax withholding on vesting equity awards. These were tax-withholding dispositions, not open-market sales.

He delivered 655 shares on February 21, 2026, and 256 shares on February 22, 2026, tied to one-third vesting of stock-settled restricted stock units granted in 2023 and 2024 under the company’s 2020 Incentive Compensation Plan. After these transactions, he directly holds 10,332 Class A shares.

Insights

Equity Compensation Analyst

Routine tax share deliveries, no open-market selling signal.

The transactions involve William Bardeen delivering a total of 911 Class A shares to The New York Times Company to satisfy tax withholding on vesting restricted stock units granted in 2023 and 2024.

Code F transactions are classified as tax-withholding dispositions, which means the shares are used to cover tax liabilities rather than sold in the market. This is standard for equity compensation programs and does not indicate discretionary buying or selling decisions.

Following these events, Bardeen’s direct ownership stands at 10,332 Class A shares. Future equity vesting and related tax settlements may continue to generate similar non-market insider dispositions as long-term awards vest over time.

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^*

Bardeen William

(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, Chief Financial Officer

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		655	D	$77.99	10,588	D
Class A Common Stock(2)	02/22/2026		F		256	D	$77.99	10,332	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 William Bardeen	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.

FAQ

What insider transactions did NYT CFO William Bardeen report on this Form 4?

William Bardeen reported two tax-withholding dispositions of NYT Class A Common Stock. He delivered 655 shares on February 21, 2026, and 256 shares on February 22, 2026, to the company to satisfy tax obligations tied to restricted stock unit vesting.

Were William Bardeen’s NYT share transactions open-market sales or tax-related?

The transactions were tax-related, not open-market sales. Both are coded as “F” and described as delivery of shares to The New York Times Company to satisfy tax withholding obligations arising from the vesting of stock-settled restricted stock units granted in 2023 and 2024.

How many NYT shares did CFO William Bardeen dispose of for tax withholding?

Bardeen delivered a total of 911 NYT Class A shares for tax withholding. This includes 655 shares related to RSUs granted February 22, 2023, and 256 shares related to RSUs granted February 21, 2024, under the 2020 Incentive Compensation Plan.

What is William Bardeen’s NYT share ownership after these Form 4 transactions?

After the reported tax-withholding dispositions, Bardeen directly owns 10,332 NYT Class A Common Stock shares. This figure reflects his holdings following both February 2026 deliveries back to the company for equity award-related tax obligations.

What equity awards triggered NYT CFO Bardeen’s tax-withholding share deliveries?

The transactions 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 tax obligations settled with delivered shares.

How are NYT Form 4 code F transactions typically interpreted by investors?

Code F transactions generally reflect tax-withholding dispositions, not voluntary buying or selling. In Bardeen’s case, shares were delivered to the issuer for tax obligations on vesting restricted stock units, which is a routine feature of stock-based compensation programs rather than a market-timing signal.