Form 4: New York Times Director Margot Tishler Receives Dividend Equivalent RSUs

Margot Golden Tishler, a Director at The New York Times Company, acquired 26 Class A Common Stock shares through Dividend Equivalent Restricted Stock Units.

Summary

• Margot Golden Tishler, a Director of The New York Times Company (NYT.A), acquired 26 shares of Class A Common Stock on July 24, 2025.
• These shares were acquired as Restricted Stock Units (RSUs) at a price of $0, specifically identified as 'Dividend Equivalent RSUs'.
• Dividend Equivalent RSUs are granted under The New York Times Company 2020 Incentive Compensation Plan and are linked to cash dividends paid on the company's Class A Common Stock.
• Dividend Equivalent RSUs granted in respect of vested RSUs are fully vested upon grant.
• Dividend Equivalent RSUs granted in respect of unvested RSUs will vest concurrently with the underlying unvested RSUs, which is the date of the Company's first annual meeting following the initial grant.
• Following this transaction, Margot Golden Tishler directly owns 7,704 shares of Class A Common Stock.
• Indirect beneficial ownership includes 16,820 shares, 40,500 shares, and 1,400,000 shares, all held by trusts, with the reporting person disclaiming beneficial ownership except to the extent of any pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports a routine, non-cash compensation event for a director, which is a standard corporate governance practice and does not indicate any significant positive or negative operational or financial developments.

Positives

• The acquisition of Dividend Equivalent RSUs indicates a routine distribution of compensation to a director, aligning their interests with shareholders through equity ownership.
• The RSUs are granted under an established '2020 Incentive Compensation Plan', suggesting a structured and transparent compensation framework.

Risks

• The reporting person disclaims beneficial ownership of a significant portion of indirectly held shares (1,440,500 shares held by trusts) except to the extent of any pecuniary interest, which could imply limited direct control or influence over these shares.

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.

Industry Context

This filing represents a routine insider transaction related to director compensation, common across publicly traded companies, particularly in the media and publishing sector, where equity-based incentives are used to align management and director interests with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice across various industries, including media, aligning director incentives with company performance and shareholder returns.
• The structure of Dividend Equivalent RSUs, where additional units are granted based on cash dividends, is also a common mechanism to ensure that RSU holders receive the economic benefit of dividends, similar to common shareholders, without requiring immediate cash payouts.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of Dividend Equivalent RSUs to a director aligns their interests with shareholders by linking compensation to the company's dividend policy and overall equity performance.
• Management/Directors: This transaction represents a component of director compensation, providing equity incentives.

Next Steps

• Vesting of Dividend Equivalent RSUs granted in respect of unvested RSUs will occur on the date of the Company's first annual meeting following the initial grant of the underlying unvested RSUs.

Key Dates

Keywords

New York Times, NYT.A, SEC Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, RSUs, Dividend Equivalent RSUs, Equity Compensation, Corporate Governance