MCANDREWS BRIAN P 4

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.