MCANDREWS BRIAN P 4
4 · NEW YORK TIMES CO · Filed Apr 24, 2026
Research Summary
AI-generated summary of this filing
New York Times (NYT) Director Brian McAndrews Receives RSU Award
What Happened Brian P. McAndrews, a director of The New York Times Company (NYT), was granted 2,277 stock-settled restricted stock units (RSUs) and credited with 165.438 phantom stock units on April 22, 2026. The RSUs were recorded at $0.00 (an award/grant), and the phantom units are derivative dividend-equivalent units (no per-unit purchase price reported). These were awards (transaction code A), not purchases or sales.
Key Details
- Transaction date: April 22, 2026; Form 4 filed April 24, 2026 (filed within the normal two-business-day window).
- RSUs: 2,277 shares @ $0.00 (grant under the 2020 Incentive Compensation Plan).
- Phantom units: 165.438 units (derivative dividend-equivalent credits; price N/A).
- Shares owned after transaction: not disclosed in this Form 4.
- Footnotes:
- F1 — RSUs are stock-settled, each unit converts to one Class A share; they vest on the date of the next Annual Meeting of Stockholders and vested shares are delivered within 90 days after the director leaves the Board.
- F2 — Phantom units reflect dividend equivalents and accumulated interest credited under the Non-Employee Directors Deferral Plan based on the 30-day average closing price; these are paid in cash generally after board service ends. The phantom units are a derivative security with no exercise or expiration date.
Context These entries are grants to a non-employee director and are routine compensation rather than open-market buying or selling. RSUs convert to actual shares only upon vesting (and delivery timing is tied to board service cessation), while the phantom units represent cash-settled dividend equivalents. Such awards do not by themselves indicate insider sentiment about the stock price.
Insider Transaction Report
- Award
Class A Common Stock
[F1]2026-04-22+2,277→ 59,998 total - Award
Phantom Stock Unit
[F2]2026-04-22+165.438→ 17,335.963 total→ Class A Common Stock (165.438 underlying)
Footnotes (2)
- [F1]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 on the date of the following Annual Meeting of Stockholders. Vested shares will be delivered within 90 days following the cessation of the reporting person's membership on the Board of Directors.
- [F2]Phantom stock units credited to the reporting person's account in respect of dividend equivalent payments and accumulated interest on previously granted phantom stock units. Each phantom stock unit was credited to the reporting person's account under The New York Times Company Non-Employee Directors Deferral Plan, on April 22, 2026, based on the average closing price of a share of Class A Common Stock for the 30 trading days prior to the date of credit. Distribution in cash is generally made following the cessation of the reporting person's membership on the Board of Directors. This transaction involved a derivative security that does not have an exercise date or an expiration date.