NYT legal chief sells 4,600 shares at $77.03

NEW YORK TIMES CO executive Diane Brayton reported multiple share dispositions of Class A Common Stock.

Rhea-AI Filing Summary

NEW YORK TIMES CO executive Diane Brayton reported multiple share dispositions of Class A Common Stock. On February 20, 2026, she completed an open-market sale of 4,600 shares at $77.03 per share. Following this sale, her directly held stake was 28,279 shares.

On February 21 and 22, 2026, she delivered 932 and 766 shares, respectively, to The New York Times Company at $77.99 per share to satisfy tax withholding obligations tied to the one-third vesting of previously granted stock-settled restricted stock units. After these tax-withholding deliveries, she directly owned 26,581 shares.

Insider Trade Summary

Net Seller: 4,600 shares

Net Sell 3 txns

Insider Brayton Diane

Role EVP, CHIEF LEGAL OFFICER

Sold 4,600 shs ($354K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	766	$77.99	$60K
Exercise Price or Tax Liability	Class A Common Stock	932	$77.99	$73K
Sale	Class A Common Stock	4,600	$77.03	$354K

Holdings After Transaction: Class A Common Stock — 26,581 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

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

What insider transactions did NYT executive Diane Brayton report on this Form 4?

Diane Brayton reported an open-market sale of 4,600 NYT Class A shares at $77.03 on February 20, 2026, plus deliveries of 932 and 766 shares to the company at $77.99 to cover tax withholding on vested restricted stock units.

Were all of Diane Brayton’s NYT share dispositions open-market sales?

No, only 4,600 shares were sold in an open-market transaction at $77.03 per share. Additional dispositions of 932 and 766 shares were deliveries to The New York Times Company to satisfy tax withholding obligations on vested stock-settled restricted stock units.

How many NYT shares does Diane Brayton hold after these transactions?

After completing the open-market sale and tax-withholding deliveries, Diane Brayton directly owns 26,581 shares of The New York Times Company Class A Common Stock. This figure reflects her holdings reported as of the final transaction date in the Form 4 sequence.

What is the nature of the tax-withholding NYT share deliveries reported by Brayton?

The tax-withholding deliveries involve shares transferred to The New York Times Company to cover taxes due on the one-third vesting of stock-settled restricted stock units granted in 2023 and 2024 under the company’s 2020 Incentive Compensation Plan.

What average prices were reported for Diane Brayton’s NYT share transactions?

The open-market sale of 4,600 shares was reported at $77.03 per share. The tax-withholding share deliveries of 932 and 766 shares to the company were both reported at $77.99 per share, according to the Form 4 data.

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

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Accepted by SEC EDGAR 02/24/2026 - 05:04 PM EST 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)
02/20/2026

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	02/20/2026		S		4,600	D	$77.03	28,279	D
Class A Common Stock(1)	02/21/2026		F		932	D	$77.99	27,347	D
Class A Common Stock(2)	02/22/2026		F		766	D	$77.99	26,581	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:

Exhibit List Ex 24 - Power of Attorney

	/s/ Michael A. Brown, Attorney-in-fact for Diane Brayton	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.
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