NEW YORK TIMES CONYT
NEW YORK TIMES CO Stock Compensation Disclosure
Stock-Based Awards
As of December 31, 2025, the Company was authorized to grant stock-based compensation under its 2020 Incentive Compensation Plan (the “2020 Incentive Plan”), which became effective April 22, 2020. The 2020 Incentive Plan replaced the 2010 Incentive Compensation Plan (the “2010 Incentive Plan”).
The Company’s long-term incentive compensation program provides executives and certain employees the opportunity to earn shares of Class A Common Stock at the end of three-year performance cycles based in part on the achievement of financial goals tied to financial metrics and in part on stock price performance relative to companies in the Standard & Poor’s 500 Stock Index. In addition, the Company grants time-vested restricted stock units annually to executives and a number of employees. These are settled in shares of Class A Common Stock.
Each non-employee director of the Company receives an annual grant of restricted stock units under the 2020 Incentive Plan. Restricted stock units are awarded on the date of the annual meeting of stockholders and vest on the date of the subsequent year’s annual meeting, with the shares to be delivered upon a director’s cessation of membership on the Board of Directors. Each non-employee director is credited with additional restricted stock units with a value equal to the amount of all dividends paid on the Company’s Class A Common Stock. The Company’s directors are considered employees for purposes of stock-based compensation.
We recognize stock-based compensation expense for our outstanding stock-settled long-term performance awards, restricted stock units and Class A Common Stock issued under our Company’s ESPP, to which we refer as “Stock-Based Awards.”
Stock-based compensation expense is recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service. Awards vest over a stated vesting period.
Total stock-based compensation expense included in the Consolidated Statement of Operations is as follows:
| (In thousands) | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||||
| Cost of revenue | $ | 16,527 | $ | 16,829 | $ | 12,804 | ||||||||||||||
| Sales and marketing | 3,060 | 1,598 | 1,604 | |||||||||||||||||
| Product development | 26,779 | 25,953 | 20,188 | |||||||||||||||||
| General and administrative | 27,817 | 23,119 | 20,180 | |||||||||||||||||
Total stock-based compensation expense | $ | 74,183 | $ | 67,499 | $ | 54,776 | ||||||||||||||
Restricted Stock Units
The 2010 Incentive Plan provided, and the 2020 Incentive Plan provides, for grants of other stock-based awards, including restricted stock units.
Outstanding stock-settled restricted stock units have been granted with a stated vesting period up to five years. Each restricted stock unit represents our obligation to deliver to the holder one share of Class A Common Stock upon vesting. The fair value of stock-settled restricted stock units is the average market price on the grant date. Changes in our Company’s stock-settled restricted stock units in 2025 were as follows:
| December 31, 2025 | ||||||||||||||
| (Shares in thousands) | Restricted Stock Units | Weighted Average Grant-Date Fair Value | ||||||||||||
| Outstanding at beginning of period | 2,631 | $ | 41 | |||||||||||
| Granted | 1,239 | 49 | ||||||||||||
| Vested | (1,168) | 42 | ||||||||||||
| Forfeited | (277) | 45 | ||||||||||||
| Outstanding at end of period | 2,425 | $ | 45 | |||||||||||
| Exercisable at end of period | 243 | $ | 34 | |||||||||||
| Unvested stock-settled restricted stock units at beginning of period | 2,432 | $ | 42 | |||||||||||
| Unvested stock-settled restricted stock units at end of period | 2,182 | $ | 46 | |||||||||||
| Unvested stock-settled restricted stock units expected to vest at end of period | 1,990 | $ | 46 | |||||||||||
The intrinsic value of stock-settled restricted stock units vested was $58.5 million in 2025, $45.8 million in 2024 and $28.0 million in 2023. The intrinsic value of stock-settled restricted stock units outstanding was $168.3 million in 2025.
ESPP
In 2023, the Company adopted the ESPP, which provides eligible participating employees with the opportunity to purchase Class A Common Stock at a discounted price through payroll deductions of up to 5% of their base salary. Employees may withdraw from the offering no later than 15 days prior to the purchase date and obtain a refund of any accrued contributions withheld through payroll deductions. The purchase price of the Class A Common Stock under the ESPP for each offering is equal to 85% of the lower of the closing selling price per share of Class A Common Stock on the first day of the purchase period or on the last day of the purchase period. In 2023, there was only one six-month offering period. The fair value of the offering is estimated on the grant date using a Black-Scholes valuation model. During the years ended December 31, 2025, December 31, 2024 and December 31, 2023, we issued approximately 238,000, 226,000 and 117,000 shares, respectively, under the ESPP.
Long-Term Incentive Compensation
The 2010 Incentive Plan provided, and the 2020 Incentive Plan provides, for grants of cash and stock-settled long-term incentive compensation awards to key executives payable at the end of three-year cycles based on the achievement of financial goals tied to financial metrics, on stock price performance relative to companies in the Standard & Poor’s 500 Stock Index and on fulfilling the service condition. Cash-settled awards are classified as a liability in our Consolidated Balance Sheets. Stock-settled awards are payable in Class A Common Stock and are classified within equity. These awards include service, market and performance conditions.
Prior to 2022, cash-settled awards were granted with three-year performance cycles and are based on the achievement of a specified financial performance measure. There were no payments for cash-settled awards in 2025, and payments of approximately $6 million in 2024 and $5 million in 2023.
The long-term incentive compensation awards consist of restricted stock units (starting with the 2022 program) and performance-based awards. The performance-based awards are based on (i) relative Total Shareholder Return (“TSR”) (calculated as stock appreciation, plus deemed reinvested dividends), a market condition, and (ii) financial metrics (such as adjusted operating profit and digital subscription revenue), the performance condition.
The fair value of the portion of the performance awards based on TSR is determined at the date of grant using a Monte Carlo simulation model and expensed over the service period on a straight-line basis, irrespective of the probability of the market condition being achieved. The cumulative expense is not reversed if the market condition is not met.
The fair value of the portion of the performance awards based on financial metrics is determined by the average market price on the grant date, expensed on a straight-line basis over the service period and adjusted at each reporting date based on the probable outcome of the performance conditions. A cumulative adjustment is recorded in periods in which there is a change in the Company’s estimate of the number of shares expected to vest.
The fair value of the restricted stock units is determined by the average market price on the grant date and expensed on a straight-line basis over the vesting period of the award.
Unrecognized Compensation Expense
As of December 31, 2025, unrecognized compensation expense related to the unvested portion of our Stock-Based Awards was approximately $81 million and is expected to be recognized over a weighted-average period of 1.44 years.
Reserved Shares
Any shares issued for the vesting of stock-settled restricted stock units and stock-settled performance awards have generally been from unissued reserved shares.
Shares of Class A Common Stock reserved for issuance were as follows:
(Shares in thousands) | December 31, 2025 | December 31, 2024 | ||||||||||||
| Stock-settled restricted stock units and stock-settled performance awards | ||||||||||||||
| Stock-settled restricted stock units | 2,424 | 2,631 | ||||||||||||
Stock-settled performance awards(1) | 1,910 | 1,738 | ||||||||||||
| Outstanding | 4,334 | 4,369 | ||||||||||||
| Available | 9,823 | 10,618 | ||||||||||||
| Employee Stock Purchase Plan | ||||||||||||||
| Available | 7,419 | 7,657 | ||||||||||||
| Total Outstanding | 4,334 | 4,369 | ||||||||||||
Total Available(2) | 17,242 | 18,275 | ||||||||||||
(1)The number of shares actually earned at the end of the multi-year performance period will vary, based on actual performance, from 0% to 200% of the target number of performance awards granted. The maximum number of shares that could be issued is included in the table above.
(2)As of December 31, 2025, the 2020 Incentive Plan had approximately 10 million shares of Class A Common Stock available for issuance upon the grant, exercise or other settlement of stock-based awards. This amount includes shares subject to awards under the 2010 Incentive Plan that were canceled, forfeited or otherwise terminated, or withheld to satisfy the tax withholding requirements, in accordance with the terms of the 2020 Incentive Plan.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 22, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.