NYT legal chief reports stock awards, tax share deliveries

The New York Times Company EVP and Chief Legal Officer Diane Brayton reported equity compensation transactions in Class A Common Stock.

Rhea-AI Filing Summary

The New York Times Company EVP and Chief Legal Officer Diane Brayton reported equity compensation transactions in Class A Common Stock. She acquired 38,084 shares upon achievement of performance goals under a performance-based equity award tied to the period from January 1, 2023 to December 31, 2025, and separately received a grant of 6,802 stock-settled restricted stock units that vest in three equal annual installments beginning on February 26, 2027, assuming continued employment.

To cover tax withholding obligations related to these awards, 20,036 shares and 785 shares were delivered back to The New York Times Company at a price of $77.38 per share. After these grant, award, and tax-withholding disposition transactions, Brayton directly owned 50,646 shares of Class A Common Stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Brayton Diane

Role EVP, CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	38,084	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	20,036	$77.38	$1.55M
Grant/Award	Class A Common Stock	6,802	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	785	$77.38	$61K

Holdings After Transaction: Class A Common Stock — 50,646 shares (Direct)

Footnotes (4)

1. F1. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023, to December 31, 2025, pursuant to a performance-based equity award 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 shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.
3. F3. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date.
4. F4. 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 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NYT executive Diane Brayton report in this Form 4 filing?

Diane Brayton reported equity compensation activity in New York Times Class A shares. She received performance-based shares and restricted stock units, and delivered some shares back to the company to satisfy related tax withholding obligations under its 2020 Incentive Compensation Plan.

How many New York Times (NYT) shares did Diane Brayton acquire?

Diane Brayton acquired 38,084 shares of Class A Common Stock upon achieving performance goals and received 6,802 stock-settled restricted stock units. These awards were granted under The New York Times Company 2020 Incentive Compensation Plan as part of her long-term incentive compensation.

Why did Diane Brayton deliver New York Times (NYT) shares back to the company?

She delivered 20,036 shares and 785 shares back to The New York Times Company to satisfy tax withholding obligations. These obligations arose from the performance-based equity award settlement and the vesting of stock-settled restricted stock units granted under the 2020 Incentive Compensation Plan.

What is the vesting schedule for Diane Brayton’s new NYT restricted stock units?

The newly granted 6,802 stock-settled restricted stock units vest in three equal annual installments. Vesting begins on February 26, 2027, and each installment requires Diane Brayton’s continued employment through the applicable vesting date under the company’s 2020 Incentive Compensation Plan.

What share price was used for Diane Brayton’s NYT tax-withholding transactions?

The tax-withholding share deliveries used a price of $77.38 per share. This price applied to both the 20,036-share and 785-share deliveries used to satisfy tax liabilities tied to performance-based and restricted stock unit awards under the 2020 Incentive Compensation Plan.

How many NYT Class A shares does Diane Brayton own after these transactions?

After the reported grant, award, and tax-withholding disposition transactions, Diane Brayton directly owned 50,646 shares of New York Times Class A Common Stock. This amount reflects her updated direct beneficial ownership following all Form 4 transactions on February 26, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/02/2026 - 05:45 PM Learn about SEC filing dates

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^*

Brayton Diane

(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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		38,084	A	$0	64,665	D
Class A Common Stock(2)	02/26/2026		F		20,036	D	$77.38	44,629	D
Class A Common Stock(3)	02/26/2026		A		6,802	A	$0	51,431	D
Class A Common Stock(4)	02/26/2026		F		785	D	$77.38	50,646	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. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023, to December 31, 2025, pursuant to a performance-based equity award 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 shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

3. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date.

4. 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 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan.

Remarks:

	/s/ Michael A. Brown, Attorney-in-fact for Diane Brayton	03/02/2026
	** 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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