Form 4: New York Times Director Acquires Shares Through Dividend Equivalent RSUs

New York Times Director Rachel Glaser acquired 110 shares of Class A Common Stock through dividend equivalent restricted stock units.

Summary

• Rachel C Glaser, a Director of The New York Times Company, acquired 110 shares of Class A Common Stock.
• The transaction occurred on July 24, 2025.
• These shares were acquired as Dividend Equivalent Restricted Stock Units (RSUs) at a price of $0 per share.
• Dividend Equivalent RSUs are granted in connection with cash dividends paid on Class A Common Stock.
• 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.
• Following this transaction, Rachel Glaser directly beneficially owns 33,228 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: This is a routine insider transaction related to compensation, not indicative of significant positive or negative news for the company's operations or financial performance.

Positives

• Director Rachel Glaser increased her direct beneficial ownership in The New York Times Company by 110 shares.
• The acquisition of shares through Dividend Equivalent RSUs aligns director incentives with shareholder returns via dividends.

Negatives

• NA

Risks

• NA

Future Outlook

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.

Management Comments

• NA

Industry Context

This transaction is a standard form of equity compensation for corporate directors, aligning their interests with long-term shareholder value. It reflects a common practice across publicly traded companies to incentivize board members through stock-based awards, often including dividend equivalents to mirror cash distributions to common shareholders.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with dividend equivalents is a common compensation practice for directors in the media and publishing industry, similar to how companies like Gannett Co., Inc. (GCI) or News Corporation (NWS) might structure executive and director compensation to align with shareholder returns.
• The acquisition of shares at a $0 price, representing a grant of RSUs, is typical for equity awards rather than open market purchases.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Acquisition of 110 Class A Common Stock shares by Director Rachel C Glaser through Dividend Equivalent Restricted Stock Units (RSUs) as part of The New York Times Company 2020 Incentive Compensation Plan.

Stakeholder Impact

• Shareholders: Director's increased equity ownership aligns interests with shareholders.

Next Steps

• Unvested Dividend Equivalent RSUs will vest on the date the underlying unvested RSUs vest, which is the date of the Company's first annual meeting following the initial grant.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of shares by a director through a compensation plan (Dividend Equivalent RSUs). Such transactions are common and generally do not signal a significant change in the company's fundamental outlook or warrant an immediate shift in investment strategy. The transaction aligns the director's interests with shareholders but does not provide new information to justify a 'buy' or 'sell' recommendation.

Keywords

New York Times, NYT, Rachel Glaser, Director, Insider Transaction, Form 4, Restricted Stock Units, RSU, Dividend Equivalent