Brayton Diane 4

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.