Sulzberger Arthur G. 4

4 · NEW YORK TIMES CO · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

New York Times (NYT) Chairman Arthur Sulzberger Sells Shares for Tax Withholding

What Happened

Arthur G. Sulzberger, Chairman and Publisher and a director of The New York Times Company (NYT), had restricted stock units and performance-based shares vest on Feb 26, 2026. He was credited with 11,001 time-based RSUs (grant) and 93,724 performance shares (acquired), for a total of 104,725 shares awarded/vested at $0.00 per share. To satisfy tax withholding on those awards, he delivered (disposed) 54,067 shares back to the company: 51,830 shares and 2,237 shares, at $77.38 per share, totaling about $4.01M and $0.17M respectively (≈ $4.18M total). These dispositions are tax-withholding actions, not open-market sales.

Key Details

Transaction date: Feb 26, 2026; Form 4 filed Mar 2, 2026.
Dispositions (tax withholding): 51,830 shares @ $77.38 = $4,010,605; 2,237 shares @ $77.38 = $173,099 (codes F).
Awards/acquisitions: 11,001 RSUs (time-based grant) and 93,724 performance-based shares (codes A); combined = 104,725 shares acquired/awarded at $0.00.
Footnotes: F1/F4 — shares were delivered to the company to satisfy tax withholding; F2 — the 11,001 RSUs vest in three equal annual installments beginning Feb 26, 2027 (subject to continued employment); F3 — the 93,724 shares were earned based on performance for 2023–2025.
Shares owned after transaction: not specified in the provided filing.
Filing timing: Form filed Mar 2 for Feb 26 transactions (filed four days later); Form 4s are normally due within two business days, so this filing appears later than typical.

Context

These transactions reflect award vesting and the routine delivery of shares to satisfy tax withholding (transaction code F). This is not an indicator of an open-market sale or change in voting control—it's a common administrative step when equity awards vest. The time-based RSUs have future vesting installments; the performance award reflects achievement of pre-established goals for the 2023–2025 period.

Form 4

Period: 2026-02-26

DirectorChairman and Publisher

Transactions

Tax Payment
Class A Common Stock
[F1]
2026-02-26$77.38/sh−2,237$173,099→ 132,443 total
Award
Class A Common Stock
[F2]
2026-02-26+11,001→ 143,444 total
Award
Class A Common Stock
[F3]
2026-02-26+93,724→ 237,168 total
Tax Payment
Class A Common Stock
[F4]
2026-02-26$77.38/sh−51,830$4,010,605→ 185,338 total

Holdings

Footnotes (4)

[F1]Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to the one-third vesting of stock-settled restricted stock units granted on February 26, 2025, under The New York Times Company 2020 Incentive Compensation Plan.
[F2]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 in three equal annual installments beginning on February 26, 2027, assuming continued employment through the applicable vesting date.
[F3]Represents shares acquired by the reporting person upon the achievement of specific goals under pre-established performance measures over a performance period from January 1, 2023 to December 31, 2025, pursuant to a performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.
[F4]Delivery of shares to The New York Times Company to satisfy tax withholding obligations related to shares acquired pursuant to the performance-based equity award under The New York Times Company 2020 Incentive Compensation Plan.

Signature

/s/ Scott Warren Goodman as Attorney-in-fact for Arthur G. Sulzberger|2026-03-02

1 file