New York Times (NYT) director receives 88 dividend equivalent RSUs in grant

Rhea-AI Filing Summary

New York Times Co director John W. Rogers Jr. acquired 88 shares of Class A Common Stock on April 16, 2026 through a grant valued at $0.00 per share. This award reflects dividend equivalent restricted stock units tied to previously awarded RSUs under the company’s incentive compensation plan.

Following this grant, Rogers directly holds 52,215 shares of Class A Common Stock. Dividend equivalent RSUs granted on vested RSUs are fully vested at grant, while those tied to unvested RSUs vest when the related RSUs vest, at the first annual meeting following the initial grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROGERS JOHN W JR

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	88	$0.00	--

Holdings After Transaction: Class A Common Stock — 52,215 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares acquired: 88 shares Grant price: $0.00 per share Shares held after: 52,215 shares +1 more

4 metrics

Shares acquired 88 shares Grant of Class A Common Stock on April 16, 2026

Grant price $0.00 per share Price for dividend equivalent RSU grant

Shares held after 52,215 shares Direct Class A Common Stock ownership after transaction

Transaction date April 16, 2026 Date of RSU-related acquisition

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 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")"

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"

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^*

ROGERS JOHN W JR

(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		88	A	$0	52,215	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 John W. Rogers Jr.	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 did NYT director John W. Rogers Jr. report in this Form 4?

John W. Rogers Jr. reported acquiring 88 shares of New York Times Class A Common Stock via a grant priced at $0.00 per share. The award came as dividend equivalent restricted stock units linked to previously awarded RSUs under the company’s 2020 incentive compensation plan.

How many New York Times (NYT) shares does Rogers hold after this transaction?

After this transaction, John W. Rogers Jr. directly holds 52,215 shares of New York Times Class A Common Stock. This figure includes the 88 newly granted shares received as dividend equivalent RSUs, reflecting his updated ownership position following the award.

What are dividend equivalent RSUs in the NYT 2020 Incentive Compensation Plan?

Dividend equivalent RSUs are restricted stock units granted with a value equal to cash dividends paid on NYT Class A shares. They are awarded in respect of existing RSUs under the 2020 Incentive Compensation Plan, mirroring dividends shareholders receive while maintaining RSU-based compensation structure.

When do NYT dividend equivalent RSUs vest for John W. Rogers Jr.?

Dividend equivalent RSUs granted on vested RSUs are fully vested at grant. Those granted on unvested RSUs will vest when the underlying RSUs vest, which occurs on the date of New York Times’ first annual meeting following the initial restricted stock unit grant.

Did John W. Rogers Jr. pay any cash for the 88 NYT shares acquired?

No cash was paid for these 88 shares, as the transaction price is reported as $0.00 per share. The acquisition represents a compensation-related grant of dividend equivalent restricted stock units rather than an open-market purchase of New York Times Class A Common Stock.