NYT (NYSE: NYT) HR chief gets stock awards and withholds shares for tax

Rhea-AI Filing Summary

New York Times Company EVP and CHRO Jacqueline M. Welch reported equity compensation and related tax share deliveries in Class A Common Stock. She acquired 23,029 shares upon achieving specific performance goals for the period from January 1, 2023 to December 31, 2025, under the 2020 Incentive Compensation Plan, and 10,270 shares were delivered back to the company to cover tax withholding on that award.

Welch also received a grant of 1,788 stock-settled restricted stock units, each representing one share, vesting in three equal annual installments beginning on February 26, 2027, assuming continued employment. Separately, 310 shares were delivered to the company to satisfy tax withholding tied to the one-third vesting of RSUs granted on February 26, 2025. After these transactions, she directly owned 27,873 Class A shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Welch Jacqueline M

Role EVP and CHRO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	23,029	$0.00	--
Tax Withholding	Class A Common Stock	10,270	$77.38	$795K
Grant/Award	Class A Common Stock	1,788	$0.00	--
Tax Withholding	Class A Common Stock	310	$77.38	$24K

Holdings After Transaction: Class A Common Stock — 36,665 shares (Direct)

Footnotes (1)

1. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023, to December 31, 2025, pursuant to a performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan. Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date. 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 26, 2025, 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^*

Welch Jacqueline M

(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 and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		23,029	A	$0	36,665	D
Class A Common Stock(2)	02/26/2026		F		10,270	D	$77.38	26,395	D
Class A Common Stock(3)	02/26/2026		A		1,788	A	$0	28,183	D
Class A Common Stock(4)	02/26/2026		F		310	D	$77.38	27,873	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. Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023, to December 31, 2025, pursuant to a performance-based equity award 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 shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

3. Consists of a grant of stock-settled restricted stock units under The New York Times Company 2020 Incentive Compensation Plan. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock and vests in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date.

4. 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 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan.

Remarks:

	/s/ Michael A. Brown, Attorney-in-fact for Jacqueline Welch	03/02/2026
	** 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.

FAQ

What insider transactions did NYT executive Jacqueline Welch report on this Form 4?

Jacqueline Welch reported equity awards and tax-related share deliveries. She acquired performance-based shares and restricted stock units, while delivering a portion of shares back to The New York Times Company to satisfy tax withholding obligations tied to those awards under the 2020 Incentive Compensation Plan.

How many New York Times (NYT) shares did Jacqueline Welch acquire from performance-based awards?

Jacqueline Welch acquired 23,029 shares of NYT Class A Common Stock from a performance-based equity award. These shares were earned after achieving specific goals over a performance period from January 1, 2023, to December 31, 2025, under The New York Times Company 2020 Incentive Compensation Plan.

What portion of Jacqueline Welch’s NYT shares were delivered for tax withholding?

Welch delivered 10,270 NYT shares to cover taxes on the performance-based award and 310 shares to cover taxes on vesting RSUs. In both cases, shares were surrendered to The New York Times Company specifically to satisfy tax withholding obligations related to those equity compensation events.

What new restricted stock units did NYT grant to Jacqueline Welch?

Welch received 1,788 stock-settled restricted stock units under the 2020 Incentive Compensation Plan. Each unit represents one NYT Class A share and vests in three equal annual installments beginning on February 26, 2027, contingent on her continued employment through each applicable vesting date.

How many NYT shares does Jacqueline Welch own directly after these transactions?

After these transactions, Jacqueline Welch directly owned 27,873 shares of NYT Class A Common Stock. This figure reflects the net effect of shares acquired through performance-based and RSU awards and shares delivered back to The New York Times Company for associated tax withholding obligations.

What compensation plan governs Jacqueline Welch’s NYT equity awards?

Her equity awards are granted under The New York Times Company 2020 Incentive Compensation Plan. This plan provided the structure for both the performance-based award covering 2023–2025 and the stock-settled restricted stock units that vest in three annual installments starting February 26, 2027.