Arthur Sulzberger (NYT) delivers shares to cover RSU tax withholding

Rhea-AI Filing Summary

New York Times Co Chairman and Publisher Arthur G. Sulzberger reported two tax-related share deliveries to the company. He delivered 1,883 and 2,039 shares of Class A common stock at $77.99 per share to satisfy withholding taxes on vesting restricted stock units, and now directly holds 134,680 shares.

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^*

Sulzberger Arthur G.

(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.A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Publisher

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		2,039	D	$77.99	136,563	D
Class A Common Stock(2)	02/22/2026		F		1,883	D	$77.99	134,680	D
Class A Common Stock								60,323	I	By trust.
Class A Common Stock								4,825	I	By trust.
Class A Common Stock								1,554	I	As UTMA custodian for minor child.
Class A Common Stock								1,400,000	I	By trust.

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/ Scott Warren Goodman as Attorney-in-fact for Arthur G. Sulzberger	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NYT Chairman Arthur Sulzberger report on this Form 4?

Arthur G. Sulzberger reported two tax-withholding dispositions of New York Times Class A shares. He delivered 1,883 and 2,039 shares to the company to cover tax obligations tied to vesting restricted stock units under the 2020 Incentive Compensation Plan.

Were Arthur Sulzberger’s NYT share transactions open-market sales?

No, the transactions were not open-market sales. The filing states the shares were delivered to The New York Times Company to satisfy tax withholding obligations upon one-third vesting of stock-settled restricted stock units granted in 2023 and 2024.

How many NYT shares does Arthur Sulzberger own directly after these transactions?

After these tax-withholding dispositions, Arthur G. Sulzberger directly holds 134,680 shares of New York Times Class A Common Stock. The Form 4 also reports additional indirect holdings through trusts and as UTMA custodian for a minor child.

What prices were used for Arthur Sulzberger’s NYT tax-withholding share deliveries?

Both tax-withholding deliveries used a price of $77.99 per share. This price applied to 1,883 shares delivered on February 22, 2026, and 2,039 shares delivered on February 21, 2026, to satisfy tax obligations on vesting restricted stock units.

What equity awards triggered Arthur Sulzberger’s NYT tax-withholding share deliveries?

The tax-withholding deliveries relate to one-third vesting of stock-settled restricted stock units. These units were granted on February 21, 2024, and February 22, 2023 under The New York Times Company 2020 Incentive Compensation Plan, according to the Form 4 footnotes.

Does Arthur Sulzberger report indirect ownership of NYT shares on this Form 4?

Yes, the Form 4 shows several indirect holdings. These include shares held by trusts and as UTMA custodian for a minor child, with reported post-transaction indirect positions such as 1,400,000 shares and other smaller trust and custodial accounts.