NYT (NYT) director gains 151 dividend-equivalent RSUs, now holds 57,721 shares

Rhea-AI Filing Summary

MCANDREWS BRIAN P reported acquisition or exercise transactions in this Form 4 filing.

New York Times Company director Brian P. McAndrews received 151 Class A shares through dividend-equivalent restricted stock units (RSUs). These RSUs were granted under the company’s 2020 Incentive Compensation Plan in connection with cash dividends on Class A stock. Some of the RSUs are fully vested at grant, while others will vest on the same date as the underlying unvested RSUs, which is tied to the company’s first annual meeting following the initial grant. After this award, McAndrews directly holds 57,721 Class A shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCANDREWS BRIAN P

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	151	$0.00	--

Holdings After Transaction: Class A Common Stock — 57,721 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 151 shares Holdings after transaction: 57,721 shares Grant price: $0.0000 per share

3 metrics

RSUs granted 151 shares Dividend-equivalent RSUs granted on Class A Common Stock

Holdings after transaction 57,721 shares Class A Common Stock directly owned after grant

Grant price $0.0000 per share Compensation grant, not an open-market purchase

Key Terms

Restricted Stock Units ("RSUs"), Dividend Equivalent RSUs, 2020 Incentive Compensation Plan

3 terms

Restricted Stock Units ("RSUs") financial

"Restricted Stock Units ("RSUs") acquired in respect of previously reported RSUs awarded"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Dividend Equivalent RSUs financial

"cash dividends paid on The New York Times Company's Class A Common Stock ("Dividend Equivalent RSUs")"

2020 Incentive Compensation Plan financial

"awarded under The New York Times Company 2020 Incentive Compensation Plan"

Form 4 Insider Transactions: What Each Field Means →

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^*

MCANDREWS BRIAN P

(Last) (First) (Middle)

THE NEW YORK TIMES COMPANY

620 EIGHTH AVENUE

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	04/16/2026		A		151	A	$0	57,721	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 Brian P. McAndrews	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NYT director Brian McAndrews report?

Brian P. McAndrews reported acquiring 151 shares of New York Times Class A stock via dividend-equivalent RSUs. These units were granted under the 2020 Incentive Compensation Plan in connection with cash dividends on existing RSUs.

How many NYT shares does Brian McAndrews hold after this Form 4?

After this award, Brian P. McAndrews directly holds 57,721 shares of New York Times Class A Common Stock. This filing reflects a small, compensation-related increase rather than an open-market purchase or sale of shares.

Were Brian McAndrews’ NYT shares bought or granted as compensation?

The 151 New York Times shares were granted as compensation via dividend-equivalent RSUs, not bought in the market. The grant reflects stock-based compensation tied to cash dividends on existing RSUs under the 2020 Incentive Compensation Plan.

What are dividend-equivalent RSUs in the NYT Form 4 filing?

Dividend-equivalent RSUs are additional restricted stock units granted when New York Times pays cash dividends on its Class A stock. They mirror the value of dividends on existing RSUs, with vesting aligned to either vested or unvested original RSUs.

When will the new NYT dividend-equivalent RSUs vest?

Dividend-equivalent RSUs tied to already vested RSUs are fully vested at grant. Those tied to unvested RSUs will vest on the same date the underlying RSUs vest, which is the company’s first annual meeting following the initial grant.

Does this NYT Form 4 indicate an open-market trade by Brian McAndrews?

No, the Form 4 does not show an open-market trade. It reports a grant of 151 dividend-equivalent RSUs with no cash price, representing routine equity compensation rather than a discretionary buy or sell in the market.