Form 4: Brian P. McAndrews Reports Acquisition of New York Times Co. Stock Units

Director Brian P. McAndrews acquired 179 Class A Common Stock units of The New York Times Company on April 17, 2025, through Dividend Equivalent Restricted Stock Units (RSUs).

Summary

• On April 17, 2025, Brian P. McAndrews, a director of The New York Times Company, acquired 179 shares of Class A Common Stock.
• The acquisition was made through Dividend Equivalent Restricted Stock Units (RSUs) at a price of $0 per share.
• These RSUs were granted in respect of previously reported RSUs awarded under the company's 2020 Incentive Compensation Plan and are equivalent to cash dividends paid on the company's Class A Common Stock.
• Following the transaction, McAndrews beneficially owns 53,506 shares of The New York Times Company's Class A Common Stock.
• Dividend Equivalent RSUs granted in respect of vested RSUs are fully vested at grant, while those 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.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It reflects a routine transaction related to executive compensation. There are no indications of significant positive or negative implications.

Positives

• The acquisition of shares by a director signals confidence in the company's performance.
• The use of Dividend Equivalent RSUs aligns director compensation with shareholder returns.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting schedule of the RSUs is tied to the company's annual meeting.

Industry Context

Insider transactions are closely monitored as they can provide insights into management's perspective on the company's valuation and future prospects. This transaction reflects ongoing compensation practices at The New York Times Company.

Comparison to Industry Standards

• Many publicly traded companies use restricted stock units (RSUs) as part of their executive compensation packages.
• Dividend equivalent rights are a common feature of RSUs, ensuring that executives receive value equivalent to dividends paid to shareholders.
• The New York Times Company's 2020 Incentive Compensation Plan is likely structured similarly to those of other media companies, such as Gannett or News Corp, which also use equity-based compensation to align executive interests with shareholder value.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders as it aligns the director's interests with those of the shareholders through equity ownership.

Key Dates

Keywords

New York Times Company, Brian P. McAndrews, Class A Common Stock, Dividend Equivalent RSUs, Director, Beneficial Ownership, Incentive Compensation Plan