NEW YORK TIMES CONYT
NEW YORK TIMES CO Fair Value Disclosure
Fair Value Measurements
Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability. The fair value hierarchy consists of three levels:
Level 1–quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3–unobservable inputs for the asset or liability.
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
As of December 31, 2025, and December 31, 2024, we had assets related to our qualified pension plans measured at fair value. The required disclosures regarding such assets are presented in Note 9.
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025, and December 31, 2024:
| (In thousands) | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term AFS securities(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 201,263 | $ | — | $ | 201,263 | $ | — | $ | 203,729 | $ | — | $ | 203,729 | $ | — | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | 185,449 | — | 185,449 | — | 154,375 | — | 154,375 | — | ||||||||||||||||||||||||||||||||||||||||||
| Certificates of deposit | — | — | — | — | 4,400 | — | 4,400 | — | ||||||||||||||||||||||||||||||||||||||||||
| U.S. governmental agency securities | — | — | — | — | 3,970 | — | 3,970 | — | ||||||||||||||||||||||||||||||||||||||||||
| Total short-term AFS securities | $ | 386,712 | $ | — | $ | 386,712 | $ | — | $ | 366,474 | $ | — | $ | 366,474 | $ | — | ||||||||||||||||||||||||||||||||||
Long-term AFS securities(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 290,899 | $ | — | $ | 290,899 | $ | — | $ | 154,933 | $ | — | $ | 154,933 | $ | — | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | 227,916 | — | 227,916 | — | 191,013 | — | 191,013 | — | ||||||||||||||||||||||||||||||||||||||||||
| U.S. governmental agency securities | 6,880 | — | 6,880 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total long-term AFS securities | $ | 525,695 | $ | — | $ | 525,695 | $ | — | $ | 345,946 | $ | — | $ | 345,946 | $ | — | ||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation(2)(3) | $ | 11,740 | $ | 11,740 | $ | — | $ | — | $ | 13,230 | $ | 13,230 | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Contingent consideration | $ | — | $ | — | $ | — | $ | — | $ | 1,608 | $ | — | $ | — | $ | 1,608 | ||||||||||||||||||||||||||||||||||
(1)We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and maturities.
(2)The deferred compensation liability, included in Other liabilities—Other in our Consolidated Balance Sheets, consists of deferrals under The New York Times Company Deferred Executive Compensation Plan (the “DEC”), a frozen plan that enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in active markets for identical assets. Participation in the DEC was frozen effective December 31, 2015.
(3)The Company invests the assets associated with the deferred compensation liability in life insurance products. Our investments in life insurance products are included in Miscellaneous assets in our Consolidated Balance Sheets, and were $40.2 million as of December 31, 2025, and $45.0 million as of December 31, 2024. The fair value of these assets is measured using the net asset value (“NAV”) per share (or its equivalent) and has not been classified in the fair value hierarchy.
Level 3 Liabilities
The contingent consideration liability is related to the 2020 acquisition of substantially all the assets and certain liabilities of Serial Productions, LLC, and represents contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement, over the five years following the acquisition. The Company estimated the fair value using a probability-weighted discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding probabilities assigned to operational targets and the discount rate. As the fair value is based on significant unobservable inputs, this is a Level 3 liability. The contingent consideration liability as of December 31, 2024, is included in Accrued expenses and other in our Consolidated Balance Sheets.
The following table presents the changes in the balance of the contingent consideration liability during the year ended December 31, 2025, and December 31, 2024:
| (In thousands) | December 31, 2025 | December 31, 2024 | ||||||||||||
| Balance at the beginning of the period | $ | 1,608 | $ | 4,991 | ||||||||||
| Payments | (431) | (3,017) | ||||||||||||
Fair value adjustments(1) | (1,177) | (366) | ||||||||||||
| Contingent consideration liability at the end of the period | $ | — | $ | 1,608 | ||||||||||
(1)Fair value adjustments are included in General and administrative expenses in our Consolidated Statements of Operations.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
Certain non-financial assets, such as goodwill, intangible assets, property, plant and equipment and certain investments are recognized at fair value on a non-recurring basis. These assets are measured at fair value if an impairment charge is recognized. We classified all of these measurements as Level 3, as we used unobservable inputs within the valuation methodologies that were significant to the fair value measurements, and the valuations required management’s judgment due to the absence of quoted market prices.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 24, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.