Form 4: NYT Director Perpich Boosts Stake via Equity Awards

The New York Times Company Director David S. Perpich increased his direct beneficial ownership of Class A Common Stock through new equity grants and performance-based awards, partially offset by tax-related share dispositions.

Summary

• David S. Perpich, a Director of The New York Times Company, reported several transactions involving Class A Common Stock on February 26, 2026.
• Perpich disposed of 319 shares of Class A Common Stock at a price of $77.38 per share to satisfy tax withholding obligations related to the one-third vesting of restricted stock units granted on February 26, 2025.
• He acquired 1,650 shares of Class A Common Stock through a grant of stock-settled restricted stock units, which will vest in three equal annual installments beginning on February 26, 2027.
• Perpich also acquired 20,244 shares of Class A Common Stock upon the achievement of specific goals under a performance-based equity award for the period from January 1, 2023, to December 31, 2025.
• He disposed of an additional 9,628 shares of Class A Common Stock at $77.38 per share to satisfy tax withholding obligations related to these performance-based shares.
• Following these transactions, Perpich's direct beneficial ownership of Class A Common Stock is 37,469 shares.
• Indirect beneficial ownership includes 1,400,000 shares and 11,000 shares held by trusts, for which beneficial ownership is disclaimed, and 491 shares and 492 shares held as UTMA custodian for minor children.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as slightly positive. While there were tax-related share dispositions, the overall increase in direct beneficial ownership through new grants and performance-based awards indicates continued alignment of the director's interests with shareholders and recognition of past performance.

Positives

• Director David S. Perpich received a grant of 1,650 stock-settled restricted stock units, indicating continued long-term incentive alignment.
• Perpich acquired 20,244 shares of Class A Common Stock due to the achievement of specific performance goals over a three-year period, demonstrating successful performance against pre-established metrics.

Negatives

• A total of 9,947 shares (319 + 9,628) were disposed of to cover tax withholding obligations, which is a common practice but reduces direct ownership.

Future Outlook

The newly granted restricted stock units are scheduled to vest in three equal annual installments beginning on February 26, 2027, contingent on continued employment.

Industry Context

StockSavvy.ai notes that these transactions represent routine executive compensation events, including the vesting of previously granted equity awards and the issuance of new performance-based incentives. Such compensation structures are standard across publicly traded companies to align management interests with shareholder value.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and performance-based equity awards is a common compensation practice for directors and executives in the media and publishing industry, similar to companies like Gannett Co., Inc. or News Corporation.
• The disposition of shares to cover tax withholding obligations upon vesting is a standard and expected procedure for equity compensation across all industries, ensuring compliance with tax laws without requiring the executive to use personal funds for tax liabilities.
• The achievement of performance goals leading to the issuance of shares aligns with best practices in corporate governance, linking executive rewards directly to company performance over a defined period.

Stakeholder Impact

• Shareholders: Increased direct ownership by a director can signal confidence in the company's future and better alignment of management's interests with shareholder value.
• Employees: The equity awards are part of an incentive compensation plan, which can motivate management and key personnel.

Next Steps

• The remaining two-thirds of the restricted stock units granted on February 26, 2025, will vest in subsequent annual installments.
• The newly granted 1,650 restricted stock units will begin vesting in three equal annual installments starting on February 26, 2027.

Key Dates

Keywords

NYT, New York Times Company, David S. Perpich, Form 4, insider transaction, equity awards, restricted stock units, performance shares, director compensation, stock vesting