NY Times (NYT) director awarded 132 dividend-equivalent RSUs

Rhea-AI Filing Summary

The New York Times Company director Brian P. McAndrews reported acquiring 132 shares of Class A Common Stock on January 16, 2026 at a price of $0 per share. These shares reflect dividend-equivalent restricted stock units (RSUs) granted under the company’s 2020 Incentive Compensation Plan, with a value equal to cash dividends paid on the Class A stock. Dividend-equivalent RSUs tied to previously vested RSUs are fully vested at grant, while those tied to unvested RSUs will vest on the date those original RSUs vest, which is the date of the company’s first annual meeting following the initial grant. After this transaction, McAndrews beneficially owned 57,570 shares directly.

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^*

MCANDREWS BRIAN P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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)	01/16/2026		A		132	A	$0	57,570	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	01/21/2026
	** 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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FAQ

What insider transaction did NYT director Brian P. McAndrews report?

Brian P. McAndrews reported acquiring 132 shares of Class A Common Stock of The New York Times Company on January 16, 2026 at a price of $0 per share.

How many NYT shares does Brian P. McAndrews own after this Form 4 filing?

Following the reported transaction, Brian P. McAndrews beneficially owned 57,570 shares of The New York Times Company Class A Common Stock directly.

What are dividend-equivalent RSUs in The New York Times Company 2020 Incentive Compensation Plan?

Dividend-equivalent RSUs are restricted stock units granted with a value equal to cash dividends paid on NYT Class A Common Stock, issued in respect of previously reported RSUs under the 2020 Incentive Compensation Plan.

How do vested and unvested dividend-equivalent RSUs for NYT vest?

Dividend-equivalent RSUs granted in respect of vested RSUs are fully vested at grant, while those granted in respect of unvested RSUs vest on the date the related unvested RSUs vest, which is the date of the company’s first annual meeting following the initial grant.

Is the NYT Form 4 transaction by Brian P. McAndrews a purchase for cash?

No. The 132 shares reported were acquired at a stated price of $0 per share as dividend-equivalent RSUs, rather than as a cash market purchase.

What role does Brian P. McAndrews have at The New York Times Company (NYT)?

Brian P. McAndrews is reported as a director of The New York Times Company and is not listed as an officer or 10% owner in this filing.