NYT director receives 54 dividend RSUs

Brooke Beth A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Brooke Beth A. reported acquisition or exercise transactions in this Form 4 filing.

New York Times Company director Beth A. Brooke received an award of 54 shares of Class A Common Stock on a grant basis, with no purchase price. These shares are Restricted Stock Units granted as dividend equivalents on previously awarded RSUs under the company’s 2020 Incentive Compensation Plan.

Dividend Equivalent RSUs tied to vested RSUs are fully vested at grant, while those tied to unvested RSUs will vest on the same date the underlying RSUs vest, at the first annual meeting following the initial grant. After this award, Brooke directly holds 19,822 Class A shares.

Insider Trade Summary

Grant/Award: 54 shares

Grant/Award 1 txn

Insider Brooke Beth A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	54	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 19,822 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 54 shares Grant price: $0.00 per share Shares after transaction: 19,822 shares +2 more

5 metrics

RSUs granted 54 shares Dividend Equivalent RSUs granted on Class A Common Stock

Grant price $0.00 per share Non-cash RSU award under 2020 Incentive Compensation Plan

Shares after transaction 19,822 shares Direct Class A Common Stock holdings following RSU grant

Transaction date 2026-04-16 Grant date for Dividend Equivalent RSUs

Transaction code A Grant, award, or other acquisition of non-derivative security

Key Terms

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

4 terms

Restricted Stock Units ("RSUs") financial

"Restricted Stock Units ("RSUs") acquired in respect of previously reported RSUs awarded under The New York Times Company 2020 Incentive Compensation Plan"

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"). Dividend Equivalent RSUs granted in respect of vested RSUs"

2020 Incentive Compensation Plan financial

"RSUs awarded under The New York Times Company 2020 Incentive Compensation Plan in connection with, and with a value equal to, cash dividends"

Class A Common Stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did Beth A. Brooke report at NEW YORK TIMES CO (NYT)?

Beth A. Brooke reported receiving 54 shares of Class A Common Stock as a grant of Restricted Stock Units. These RSUs were issued as dividend equivalents on previously awarded RSUs, rather than through an open-market purchase or sale, and reflect routine equity compensation.

How many NEW YORK TIMES CO (NYT) shares does Beth A. Brooke hold after this Form 4?

After the reported grant, Beth A. Brooke directly holds 19,822 shares of NEW YORK TIMES CO Class A Common Stock. This total includes the 54 dividend-equivalent Restricted Stock Units awarded in the transaction and represents her direct ownership position following the filing.

Was cash paid for the 54 NYT shares reported in Beth A. Brooke’s Form 4?

No cash was paid for the 54 shares; the reported price per share is $0.00. The shares were granted as Restricted Stock Units issued as dividend equivalents on existing RSU awards, making this a non-cash compensation-related acquisition rather than a market trade.

What are Dividend Equivalent RSUs in the context of NEW YORK TIMES CO (NYT)?

Dividend Equivalent RSUs are Restricted Stock Units granted with a value equal to cash dividends paid on NYT Class A stock. They are issued in respect of previously reported RSUs and mirror dividend payments, providing additional RSUs instead of cash distributions on those underlying awards.

How do the vesting terms work for the Dividend Equivalent RSUs reported by NYT director Beth A. Brooke?

Dividend Equivalent RSUs tied to vested RSUs are fully vested when granted. Those tied to unvested RSUs will vest on the same date the underlying unvested RSUs vest, which is on the company’s first annual meeting following the initial RSU grant, aligning timing with prior awards.

Is Beth A. Brooke’s NYT Form 4 transaction a buy or sell signal for investors?

The Form 4 shows a compensation-related RSU grant, not an open-market trade. The 54 Dividend Equivalent RSUs were awarded at no cost as part of NYT’s 2020 Incentive Compensation Plan, so the filing reflects routine equity compensation rather than a discretionary buy or sell decision.

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

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Accepted by SEC EDGAR 04/20/2026 - 05:44 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^*

Brooke Beth A.

(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		54	A	$0	19,822	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 Beth A. Brooke	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)