Brayton Diane 4

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

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Updated Mar 2, 2026

New York Times (NYT) EVP Diane Brayton Receives Awards, Delivers Shares for Taxes

What Happened

Diane Brayton, Executive Vice President and Chief Legal Officer of The New York Times Company, received equity awards on Feb 26, 2026 and delivered shares to the company to satisfy tax-withholding obligations. She was granted 38,084 shares (performance-based award) and 6,802 restricted stock units (RSUs) — total 44,886 shares awarded at $0.00. Separately, 20,036 shares were delivered to cover taxes on the performance award (disposed at $77.38 each, total $1,550,386) and 785 shares were delivered to cover taxes on RSU vesting (disposed at $77.38 each, total $60,743). Net effect: a reported increase of 24,065 shares.

Key Details

Transaction dates: all reported on 2026-02-26; Form 4 filed 2026-03-02 (timely within the two-business-day window).
Awards: 38,084 performance-based shares (F1) and 6,802 RSUs (F3) granted at $0.00.
Withholding/Disposition: 20,036 shares for performance-award tax withholding (F2) and 785 shares for RSU tax withholding (F4); combined withholding value ≈ $1,611,129.
Vesting note: the 6,802 RSUs vest in three equal annual installments beginning Feb 26, 2027 (per footnote F3).
Shares owned after the transaction are not stated in the provided data; net increase from these actions = +24,065 shares.

Context

These were equity awards and routine tax-withholding share deliveries, not open-market purchases or discretionary sales. The performance award reflects achievement of pre-set goals for the 2023–2025 performance period; the RSU grant includes future vesting conditions. For retail investors: awards + withholding are common executive compensation mechanics and do not necessarily signal buying or selling intent in the market.

Form 4

Period: 2026-02-26

EVP, CHIEF LEGAL OFFICER

Transactions

Award
Class A Common Stock
[F1]
2026-02-26+38,084→ 64,665 total
Tax Payment
Class A Common Stock
[F2]
2026-02-26$77.38/sh−20,036$1,550,386→ 44,629 total
Award
Class A Common Stock
[F3]
2026-02-26+6,802→ 51,431 total
Tax Payment
Class A Common Stock
[F4]
2026-02-26$77.38/sh−785$60,743→ 50,646 total

Footnotes (4)

[F1]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.
[F2]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.
[F3]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.
[F4]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.

Signature

/s/ Michael A. Brown, Attorney-in-fact for Diane Brayton|2026-03-02

1 file