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NYT 10-K & 10-Q changes, risk factors and insider trading

New York Times Co. · NYSE · Newspapers: Publishing Or Publishing & Printing · CIK 71691 · All filings on SEC.gov

Everything below is quoted or computed from New York Times Co.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

18 / 17risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
4Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-27 (period ending 2025-12-31) with 10-K filed 2025-02-27 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

18new paragraphs
17removed paragraphs
75reworded paragraphs
11,561 → 11,341words in section

New heading “Acquisitions, divestitures, investments and other strategic transactions could adversely affect our costs, revenues, profitability and financial position.”

Removed heading “Risks Related to Acquisitions, Divestitures and Investments”

Removed heading “Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues, profitability and financial position.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: litigation, fine, penalt, inflation

Paragraph as it now reads, with added and removed wording marked:

Our continued ability to attract and retain highly skilled talent for all areas of our organization depends on many factors, including the compensation andcompensation, benefits we provide,and career development opportunities that we provide,provide; our reputation; and our workplace culture. Our employee-related costs have grown in recent years, including as a result of a competitive labortalent market and inflation, and they may further increase.inflation. In addition, stock-based compensation is an important component of our overall compensation, and if the perceived value of our equity awards relative to those of our competitors declines, including as a result of declines in the market price of our Class A Common Stock or changes in perception about our prospects, that may adversely affect our ability to recruit and retain talent.talent may be adversely affected. Additionally, we are subject to complex, technical and rapidly evolving domestic and international laws and regulations related to labor, employment and benefits,benefits. We may be criticized for steps taken or not taken, or any failure or perceived failure, by us to comply with such laws and any noncompliance,regulations or allegedmeet noncompliance,expectations, couldwhich may negatively impact our reputation, cause us reputational harm and adversely impact our ability to attract and retain staff.employees. In addition, any such failure or perceived failure may result in heightened scrutiny, penalties, fines, litigation or regulatory proceedings.
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Reworded topics: litigation, lawsuit, generative ai, ai

Paragraph as it now reads, with added and removed wording marked:

Protecting and enforcing our intellectual property rights against third parties that have used and may continue to use our content and trademarks without authorization is and maywill continue to be costly and time consuming. The rapid growth of AI companies and products has escalated this challenge, as they are sending unauthorized user agents to scrape and copy our intellectual property. Our efforts to identify and block such actors to protect our content from unauthorized use are not guaranteed to be effective and may result in our content being excluded from third party platforms, which could disrupt users’ ability to find our content. The application of existing laws and regulations to new technologies, including generative AI, remains unsettled, and the development of thelaws lawand regulations in this area could impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it. InWe December 2023, wehave filed a lawsuit against Microsoft Corporation and various OpenAI defendantslawsuits that includedinclude claims related to theirthe unlawful and unauthorized copying and use of our journalism and other content. See “Item 3 — Legal Proceedings” for additional information. There can be no assurance that we will be successful in thisthese litigation,lawsuits, or in preventing other generative AI developerscompanies from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.
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Removed text topics: generative ai, ai, competition
“Some of our current and potential competitors provide free and/or lower-priced alternatives to our products, and/or have greater resources than we do, which may allow them to compete more effectively than us. Developments in generative AI are increasing such competition, and some of our current and potential competitors may develop new or enhanced products and services or leverage new technologies more quickly or successfully than we are able to. …”
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Reworded topics: tariff, interest rate, labor

Paragraph as it now reads, with added and removed wording marked:

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic weakness, instability, uncertaintyinstability and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive labortalent market; inflation; supply chain disruptions; high interest rates and interest rate volatility; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results. For example, our advertising revenues have been in the past and could be further adversely affected as advertisers reduce or shift spending priorities in response to these conditions.
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Reworded topics: tariff, climate, labor

Paragraph as it now reads, with added and removed wording marked:

Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint. The price of newsprint has historically been volatile, and its cost and availability mayhas bebeen affected by various factors, including supply chain disruptions (including as a result of natural disasters and fires,fires) which may occur more frequently or with more severity as a result of climate change), transportation issues, labor shortages or unrest,and conversion to paper grades other than newsprint, higherand tariffsmay andbe affected by other disruptions that may affect production or deliveries of newsprint.newsprint, including transportation issues, labor shortages or unrest and higher tariffs. A significant increase in thenewsprint price of newsprint,prices or a significant disruption in our or our partners’ newsprint supply chain,chain would adversely affect our operating results.
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Removed text topics: strike, labor
“Labor unrest or campaigns by labor organizations have resulted in and may continue to result in negative publicity, which can adversely impact our reputation, our workplace culture and our ability to recruit, retain and motivate talent, as well as divert management’s attention, any of which could adversely impact our business. We may experience significant labor unrest if negotiations to renew expiring collective bargaining agreements, or enter into new agreements, are not successful or become unproductive, or for other reasons. …”
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Full comparison: every changed paragraph (110)

Green = added, red = removed. Unchanged paragraphs, 6 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

This section highlights specific risks that could affect us and our businesses.business. You should carefully consider each of the following risks, as well as the other information included in this Annual Report on Form 10-K. Our business, financial condition, results of operations and/or the price of our publicly traded securities could be materially adversely affected by any or all of these risks, or by other risks or uncertainties not presently known or currently deemed immaterial, that may adversely affect us in the future.

Reworded

We operate in a highly competitive environment subject to rapid and, at times, unpredictable change. We compete for audience share and subscribers, as well as revenues, including subscription, advertising and other revenues such asadvertising, licensing and affiliate referral revenues. Our competitors include content creators, providers and distributors,distributors; news aggregators,aggregators; search engines,engines; social media platforms,platforms; streaming services; and productsAI and tools powered by generative AI.companies. Competition among these companiesentities is robust, and new competitors can quickly emerge and have in recent years.

Added

•our ability to sustain and grow audience engagement with our products;

Reworded

•the popularity, usefulness, ease of use, format, performance, reliability and value of our digital products;

Removed

•the sustained engagement of our audience directly with our products;

Removed

•our visibility on search engines and social media platforms and in mobile app stores;

Added

•the visibility of our brand and content on third-party platforms, products and tools (including search engines, social platforms, video and audio platforms and mobile app stores) and their widespread use;

Added

•whether third-party platforms, products and tools maintain functionality that allows users to directly access and engage with our products (for example, through direct hyperlinking);

Reworded

•our ability to effectively protect our intellectual property, including from unauthorized use by generative AI developers in ways that harm our brand and promote the spread of misinformationmisinformation, and to monetize it;

Reworded

•our ability to attract, retaindevelop, engage and motivateretain talented employees who are in high demand;

Added

Several companies with competing products control how content is discovered, displayed and monetized, including search engines, digital marketplaces, AI platforms and chatbots and mobile app stores with rankings and user experiences based on algorithms that are changed frequently, without notice or explanation. These products include some of the primary online environments in which we develop or aim to grow relationships with users. Further, some of these and other competitors are increasingly encouraging their large audiences to access our content, or derivations thereof, and/or competing content, within their products, impacting our ability to attract, engage and monetize users directly within our products. This ongoing shift in the digital landscape from link-based products (that direct users to original content on our and other publishers’ products) to contained ecosystems (where users find all of the content they seek within the third-party product), has accelerated and may further accelerate due to the increased use of generative AI products. We may fail to successfully manage and adapt to changes in how our content, apps, products and services are discovered, prioritized, displayed and monetized.

Added

In addition, some of our current and potential competitors provide free and/or lower-priced alternatives to our products, use our intellectual property without permission or compensation to offer competitive products, have P. 10 – THE NEW YORK TIMES COMPANY greater resources than we do, and may develop new or enhanced products and services or leverage new technologies more quickly or successfully than we are able to, any of which may allow them to compete more effectively than us.

Added

Further, we rely on third-party platforms for a significant portion of our affiliate referral and licensing revenue while competing with such platforms for product discovery and product recommendation.

Removed

Some of our current and potential competitors provide free and/or lower-priced alternatives to our products, and/or have greater resources than we do, which may allow them to compete more effectively than us. Developments in generative AI are increasing such competition, and some of our current and potential competitors may develop new or enhanced products and services or leverage new technologies more quickly or successfully than we are able to. In addition, several companies with competing journalism destinations, subscriptions and other products, such as Apple and Alphabet, control how content is discovered, displayed and monetized in some of the primary environments in which we develop relationships with users, and therefore can affect our ability to compete effectively. Some of these companies encourage their large audiences to access our content, or derivations thereof, and/or competing content within their products, impacting our ability to attract, engage and monetize users directly within our products. In addition, we rely on third-party platforms for a significant portion of our affiliate referral revenue while competing with such platforms for product discovery and recommendation audiences.

Reworded

Our ability to grow the size and profitability of our audience and subscriber base depends on many factors within and beyond our control, and a failure to do so could adversely affect our results of operations and business.

Reworded

Subscription revenues make up the majority of our total revenue. Our future growth and profitability depend upon our ability to retain, grow and effectively monetize our audience and subscriber base in the United States and abroad. We have invested and will continue to invest significant resources in our efforts to do so, including our THE NEW YORK TIMES COMPANY – P. 9 investments in cross-product integrations, but there is no assurance that we will be able to successfully grow our subscriber base in line with our expectations, or that we will be able to do so without taking steps such as adjusting our pricing or incurring subscription acquisition costs that could adversely affect our subscription revenues, margin and/or profitability.

Reworded

Our ability to attract and grow our digital subscriber base depends on the size of our audience and its sustained engagement directly with our products, including the breadth, depthjournalism and frequency of use.products. The size and engagement of our audience depends on many factors within and beyond our control, including the size and speed of development of the markets for our products; significant news, sports and other events; varied and changing consumer expectations and behaviors (including consumers’ interest in or avoidance of news content and methods of consuming news); the format and breadth of our offerings; significant news, sports and other events; public awareness of our brands; andpublic sentiment about independent journalism and our brands, contentbrands and products; and the free access we provide to our content; and the format and breadth of our offerings,content, among other factors.

Reworded

The size and engagement of our audience also depends on our ability to successfully manage changes implemented by search engines,engines; socialsocial, video, AI and other media platforms; and operating systems and changes in the digital information ecosystem, including related to generative AI, that affect or could affect the visibility ofand display of, and traffic toto, our content. The visibility and display of and traffic to our content dependsdepend in part on referrals from third-party platforms that direct consumers to our content. TheseThe third-partyongoing platformsshift increasinglyin prioritizethe formatsdigital and content that are within their platforms (such as AI-generated content) and/or outside of our primary offerings and may vary their emphasis on what contentlandscape to highlightcontained for users. Thisecosystems has caused,adversely impacted, and we expect maywill continue to cause,adversely referrals from these platforms toimpact, our contentonline totraffic decrease.and audience. Additionally, search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, without notice or explanation. Anyany failure by us to successfully manage and adapt to changes in howthird-party our content, apps, products and services are discovered, prioritized, displayed and monetizedalgorithms could significantly decrease the visibility of our traffic.products within those sources and audience engagement directly with us.

Reworded

We must also manage the rate at which subscriptions to our products are canceled — what we refer to as our “churn.” Subscriptions are canceled for a variety of reasons, including the factors described above that impact the size and engagement of our audience and consumers’ willingness to subscribe to our products as well as: subscribers’ perception that they do not engage with our content sufficiently,sufficiently; the end of a subscriber’s promotional pricing (which is an important aspect of our strategy) or other adjustments in our subscription pricing, changes in the payment industry (such aspricing; changes in payment regulations,industry standards or policies,in includingstate, federal and international regulations related to renewal and cancellation notice requirements, andrequirements; the introduction of new subscription management tools),; and the expiration or replacement of subscribers’ credit cards. New subscriber cohorts may not retain at the same rate as prior cohorts of subscribers, particularly as we endeavor to encourage users who may spend less time with our products to subscribe.

Reworded

The future growth of our business and profitability also depends on our ability to successfully monetize our subscriber relationships. We are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multiproduct digital bundle, and we have also introduced a higher-priced family subscription tier, but there can be no assurance that such efforts will continue to be successful in attracting and retaining subscribers. We have also invested in efforts to align our pricing modelmodels with users’ willingness to pay and the growing value of our products,products. andWe may continue to implement changes in our pricing, subscription plans or pricing modelmodels that may be affected by changes in consumer willingness to pay and/or changes in the regulatory THE NEW YORK TIMES COMPANY – P. 11 environment, which could have an adverse impact on our ability to attract,grow engage and retain subscribers and/or on oursubscribers, subscription revenues and profitability.

Reworded

The number of print subscribers continues to decline as the media industry has transitioned from being primarily print-focused to digital, and we do not expect this trend to reverse. We are limited in our ability to offset the resulting print revenue declines with revenue from home-delivery price increases, particularly as our print products continue to be more expensive relative to other media alternatives, including our digital products. If we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as P. 10 – THE NEW YORK TIMES COMPANY digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.

Reworded

Our ability to attract, retain and monetize a significant portion of our users isand our ability to maintain and grow our licensing revenues are dependent on third parties.parties Ifover which we do not have control. Actions or changes by these third parties make changes outside of our control, it could adversely affect our business, financial condition and results of operations.

Reworded

Our ability to attract, retain and monetize a portion of our users is dependent upon platforms owned by third parties. For example, some of our subscribers choose to subscribe to our products through third-partyapps appon storesoperating operatedsystems run by Apple and Alphabet, and we rely on third-party platforms for our affiliate referral revenue.Alphabet. If these third parties do not continue to provide their services as we expect or adversely change their user experiences, fees, commissions or terms for doing so, and if we are unable to adapt effectively to these changes, it could result in a loss of users or revenue,revenue; the ineffective monetization of products and/or other missed opportunities; increase our costs; damage our reputation; and adversely affect our financial results. In addition, we are reliant on accurate and timely reporting from these third-party platforms to accurately report certain financial results.

Added

We also have agreements with certain large platforms pursuant to which we license our content, and agreements with third parties for our affiliate referral revenue, but there is no guarantee that these agreements will be renewed on terms favorable to us or at all.

Reworded

We track certain metrics, such as registered users, subscribers and average revenue per subscriber (which we refer to as “average revenue per user” or “ARPU”), which are used to measure our performance and which we use to evaluate growth trends and make strategic decisions.. These metrics are calculated using internal Company data as well as information we receive from third parties and are subject to inherent challenges in measurement. For example, there may be individuals who have multiple Times subscriptions or registrations,subscriptions, which we treat as multiple subscribers or registrations,subscribers, as well as singleindividual subscriptions and registrations that are used by more than one person. In addition, we rely on estimates in calculating subscriber and subscription metrics in connection with group corporate and educational subscriptions. The complex systems, processes and methodologies used to measure these metrics require significant effort, judgment and design inputs, and are susceptible to human error, technical and coding errors and other vulnerabilities, including those in hardware devices, operating systems and other third-party products or services on which we rely. We also depend on accurate reporting by third parties suchthrough as Apple and Alphabet, aswhich some of our subscribers purchase their subscriptions through these intermediaries,subscriptions, and our control over the information available to us from these third parties is limited. Accordingly, our metrics may not reflect the actual number of people using our products.

Reworded

We derive substantial revenues from the sale of advertising in our products. Our advertising revenues are sensitive to the macroeconomicfluctuation environment, asof advertiser budgets can fluctuate substantially in response to changing economic conditions. Our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow audiences, collect and leverage data, and demonstratedeliver thevaluable valueand of oureffective advertising and the effectiveness of our products to advertisers.offerings. In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our products,products; focussize, demographics and engagement of our coverageaudience; (andpotential reluctanceadjacency to appearnews adjacentor to somespecific news topics), size and demographics of our audience,; public sentiment about our brands,brands; our advertising rates,rates; the format of advertising we offer; our targeting capabilities,capabilities; the results observed by advertisers,P. 12 – THE NEW YORK TIMES COMPANY advertisers; the ease of buying advertising with us; and the perceived effectiveness of our advertising offerings andcompared to alternative advertising options.

Reworded

Companies with large digital platforms, which have greater audience reach, audience data and targeting capabilities than we do, command a large share of the digital advertising market, and we anticipate that this will continue. In addition, there is increasing demand for digital advertising in formats that are dominated by these platforms, particularly vertical short-form video and streaming,streaming. While we are investing in these formats, our current and wefuture offerings may not be able to compete effectively in these formats.effectively. The remaining market is subject to significant competition among publishers and other content THE NEW YORK TIMES COMPANY – P. 11 providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates and resulting revenues.

Reworded

Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale also play a significant role in the marketplace and represent another source of competition. They have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers, especially during periods of economic downturn.marketers.

Reworded

The evolving standards for delivery of digital advertising,advertising asincludes wella asshift thetoward developmentproducts and implementationsurfaces ofthat are monetized at different, and potentially lower, rates. In addition, our digital advertising offerings include products that use proprietary first-party data to target and generate predictive insights and help inform our clients’ advertising strategies. Certain technology, regulations, policies, practices and consumer expectations have developed and been implemented that adversely affect our ability to deliver, target or measure the effectiveness of advertising (including blocking the display of advertising, the phase-out ofreduced browser support for third-party cookies and of mobile operating systems for advertising identifiers,cookies, rapidly evolving privacy regulations and platform requirements providing for additional consumer rights), and may alsobe exacerbated by a decrease in referral traffic from generative AI products. These developments may adversely affect our advertising revenues if we are unable to effectively evolve our products and develop effective solutions to mitigate their impact.

Removed

Our digital advertising offerings include products that use proprietary first-party data to target and generate predictive insights and help inform our clients’ advertising strategies. Our ability to quickly and effectively evolve these products; the volume, quality, and price of competitive products; and continued changes to industry regulation all have the potential to impact the success of this strategy.

Reworded

Our digital advertising operations also rely on technologies (particularly ad servers) that, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating results. The relative proportions of digital traffic we receive from different platforms, such as apps, desktop web and mobile web, have changed over time and may continue to change, in part as a result of changes to the algorithms of digital platforms over which we have no control. If we do not adapt to differenceschanges in traffic and yield among these platforms, this could adversely affect our advertising revenues.

Added

We have invested and expect to continue to invest significant resources to enhance and expand our existing products and services and to acquire and develop new products and services. These efforts present numerous risks and challenges, including the need for us to appeal to new audiences, apply our expertise in new areas, develop additional expertise in certain areas, overcome technological and operational challenges and effectively allocate capital resources; new and/or increased costs; risks associated with strategic relationships such as content licensing; new competitors (some of which may have more resources and experience in certain areas); and additional legal and regulatory risks from expansion into new areas. As a result of these and other risks and challenges, growth into new areas may divert internal resources and the attention of our management and other personnel, including journalists and product and technology specialists.

Added

Although we believe we have a strong and well-established reputation as a global media company, our ability to market our products effectively, and to gain and maintain an audience, particularly for some of our newer digital products, is not certain, and, if they are not favorably received, our brand may be adversely affected. Even if our products and services are favorably received, they may not advance our business strategy as expected, may result in unanticipated costs or liabilities and may fall short of expected return on investment targets or fail to generate THE NEW YORK TIMES COMPANY – P. 13 sufficient revenue to justify our investments, which could result in write-offs of impaired assets and/or adversely affect our business, reputation, results of operations and financial condition.

Reworded

Our brand and reputation are key assets of the Company.assets. Negative perceptions or publicity could adversely affect our business, financial condition and results of operations.

Reworded

We believe The New York Times brand is a powerful and trusted brand with a reputation for high-quality independent journalism and content, and that this brand is a key element of our business. Our New York Times brand, as well as our other brands, including The Athletic, Cooking, Games and Wirecutter, might be damaged by incidents that erode consumer trust (such as negative publicity), a perception that our journalism is unreliable or biased, or athe decline in the perceived value of independent journalism orand general trust in the media, which may be in part as a result of changing political and cultural environments in the United States and abroad, active campaigns by domestic or international political or commercial actors orand changes in the information ecosystem. Our brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its operations, products, services, employees, practices (including social, data privacy and environmental practices) or business affiliates (including advertisers), as well as our potential inability to adequately respond to such negative claims or publicity, even if such claims are untrue. Our brand and reputation could also be damaged if we fail to provide adequate customer service, or by failures of third-party vendors on which we rely on in many contexts. We invest in defining and enhancing our brands. These investments are considerable and may not be successful.rely. To the extent our brand and reputation are damaged, our ability to attract and retain audience, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results. We invest in defining and enhancing our brands. These investments are considerable and may not be successful.

Reworded

Generative AI technology mayhas negatively impactimpacted, and we expect will continue to negatively impact, our ability to attract, engage, and retain audience and subscribers; maintain and grow demand among advertisers and licensees; protect and monetize our intellectual property; maintain and grow other revenue streams; and retainour reputation and grow trust in our brand and journalism; and may involve other risks.

Reworded

Recent advances and continuedContinued rapid development in generative AI technology has impacted and may significantly alter the market for our products and services. GenerativeCertain AI toolsproducts are powered by models that have been trained or grounded on our content, and/or that are able to displayretrieve and producedisplay output that contains, is similar to, is basedderived on,from, or purports to be our content –content, without our permission, fair compensation orcompensation, proper attribution –or mayreferrals significantly reduceto our onlinedigital P.properties. 12These –products THEhave NEWadversely YORKimpacted, TIMESand COMPANYwe expect will continue to adversely impact, our traffic; decrease our audience size; reduce current and potential subscribersubscriber, advertiser and licensee demand; infringe our intellectual property rights; harm existing and potential revenue streams; damage our brand and reputation (e.g., through misattribution of incorrect information to us);, resulting in harm to existing and potential revenue streams. Additionally, these products infringe our intellectual property rights. Any or all of these risks may adversely affect our business, revenues and results of operations.

Reworded

Protecting and enforcing our intellectual property rights against third parties that have used and may continue to use our content and trademarks without authorization is and maywill continue to be costly and time consuming. The rapid growth of AI companies and products has escalated this challenge, as they are sending unauthorized user agents to scrape and copy our intellectual property. Our efforts to identify and block such actors to protect our content from unauthorized use are not guaranteed to be effective and may result in our content being excluded from third party platforms, which could disrupt users’ ability to find our content. The application of existing laws and regulations to new technologies, including generative AI, remains unsettled, and the development of thelaws lawand regulations in this area could impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it. InWe December 2023, wehave filed a lawsuit against Microsoft Corporation and various OpenAI defendantslawsuits that includedinclude claims related to theirthe unlawful and unauthorized copying and use of our journalism and other content. See “Item 3 — Legal Proceedings” for additional information. There can be no assurance that we will be successful in thisthese litigation,lawsuits, or in preventing other generative AI developerscompanies from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.

Reworded

We also use generative AI tools that may implicategive rise to risks under intellectual property andproperty, data protection and employment laws and regulations and raise cybersecurity, confidentiality and technical risks. The use of these tools may also cause brand or reputational harm, including if theany output is deficient, inaccurate, biased or otherwise problematic. Our use of generative AI tools may also disrupt our relationship with employees and/or result in labor disputes if the tools are viewed as displacing workers. OurIdentifying, useassessing ofand mitigating the risks associated with generative AI toolsrequires ongoing investments in governance, technology, compliance and addressingtraining, theand associatedwe risksmay willnot continuebe P. 14 – THE NEW YORK TIMES COMPANY able to requireprevent resources to minimizeall unintended andor harmful impacts. Accordingly, our use of, or perceptions of the way that we use, generative AI could adversely affect our business, brand, financial condition or results of operations.

Reworded

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic weakness, instability, uncertaintyinstability and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive labortalent market; inflation; supply chain disruptions; high interest rates and interest rate volatility; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results. For example, our advertising revenues have been in the past and could be further adversely affected as advertisers reduce or shift spending priorities in response to these conditions.

Removed

These factors may result in declines and/or volatility in our results. For example, our advertising revenues have been and could be further adversely affected as advertisers respond to economic, political or public health conditions by reducing their budgets or shifting spending patterns or priorities. In addition, such conditions may lead to fluctuations in the size and engagement of our audience, which can impact our ability to attract, engage and retain audience and subscribers.

Reworded

Furthermore, if consumers reduce discretionary spending, our ability to theacquire extentand economicretain conditions lead consumers to reduce spending on discretionary activities,paying subscribers may increasinglybe hindered. Users may shift to free or lower-priced subscription options and/or our ability to retain current and obtain new subscribers or implement price increases could be hindered, which wouldoptions, adversely impactimpacting our subscription revenue. Additionally, consumers may reduce the product purchases through which we generateand affiliate referral revenues.

Removed

Macroeconomic pressures and shifts in the broader consumer and regulatory environment could cause large-scale platforms to make changes that adversely impact our business. We depend on these platforms for traffic, affiliate referral revenue share agreements and content licensing revenue. While we have agreements with certain large platforms pursuant to which we license our content, there is no guarantee that these content license agreements will be renewed on terms favorable to us or at all.

Reworded

Our costscosts, mayparticularly also be adversely affected by economic or other conditions. Our employee-related costs andemployee-related, printing and distribution costsexpenses, have been impacted in the past and may continue to be impacted in the future by inflation and higherrising costs.price levels. Inflation and market volatility may also adversely impact our investment portfolio and our pension plan obligations. Additionally, we own and lease commercial real estate and are subject to associated risks, including that the size of our real estate portfolio becomes unsuited to our needs, that we are unable to secure subleases for owned or leased property, counterparty risk associated with subleases and liquidity risk associated with our owned properties, all of which are sensitive to macroeconomic conditions, changes in the real estate market and demographicworkplace trends.

Reworded

Any events causing significant disruption or distraction to the public or to our workforce or impacting economic conditions, such as supply chain disruptions, political instability or crises, economic instability, war, public THE NEW YORK TIMES COMPANY – P. 13 health crises, social unrest, terrorist attacks, natural disasters and other adverse weather and climate conditions, or other unexpected events, could also disrupt our operations or the operations of one or more of the third parties on which we rely. If a significant portion of our workforce or the workforces of the third parties with which we do business (including our advertisers, newsprint suppliers or print and distribution partners) is unable to work due to power outages, connectivity issues, illness or other causes that impact individuals’ ability to work, our operations and financial performance may be adversely impacted.

Reworded

The future impact that economic,such politicalevents and public healthor conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate. It is also possible that these conditions may accelerate or worsen other risks.

Added

THE NEW YORK TIMES COMPANY – P. 15

Reworded

The Times newspaper, as well as other commercial print products, are printed at our production and distribution facility in College Point, N.Y. Outside of the New York area, The Times is printed and distributed under contracts with print and distribution partners across the United States and internationally.

Reworded

Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint. The price of newsprint has historically been volatile, and its cost and availability mayhas bebeen affected by various factors, including supply chain disruptions (including as a result of natural disasters and fires,fires) which may occur more frequently or with more severity as a result of climate change), transportation issues, labor shortages or unrest,and conversion to paper grades other than newsprint, higherand tariffsmay andbe affected by other disruptions that may affect production or deliveries of newsprint.newsprint, including transportation issues, labor shortages or unrest and higher tariffs. A significant increase in thenewsprint price of newsprint,prices or a significant disruption in our or our partners’ newsprint supply chain,chain would adversely affect our operating results.

Reworded

Financial pressures, newspaper industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances thatmay affect our print and distribution partnerspartners. and/orThese circumstances could lead to reduced operations oroperations, consolidations or closures of print sites, newsprint mills and/or distribution P.routes. 14Such – THE NEW YORK TIMES COMPANY routesdevelopments may increase the cost ofour printing and distributingdistribution our newspapers,costs, decrease our revenues if printing and distribution are disrupted and/or negatively impact the quality of our printing and distribution. Some of our print and distribution partners have taken steps to reducereduced their geographic scope and/or theprinting frequency with which newspapers are printedfrequency, and distributed, and additional partnersothers may take similar steps. TheThese geographicchanges scope and frequency with which newspapers are printed and distributed byto our partnerspartners’ atoptions times affectsaffect our ability to print and distribute our newspaper and can adversely affect our operating results.

Reworded

If we experience significantSignificant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a significant increase in theassociated costs tocould printadversely and distribute our newspaper,affect our reputation and/or operating resultsresults. mayAs be adversely affected. Furthermore, asprint subscriptions todecline ourfor us and otherthe companies’broader print products continue to decline,industry, our and our vendors’ fixed costs to print and deliver paper products are spread over fewer paper copies. We have been and may continue to be unable to fully offset these increasing per-unit costs,costs alongside decreasing print subscriptions, with revenue fromthrough price increases, and our operating results may be adversely affected.

Reworded

Expectations relating to environmental,governance, socialenvironmental and governancesocial matters, and any related reporting obligations, may impact our businesses.business.

Reworded

U.S.U.S., state and international regulators, investors and other stakeholders continue to focus on environmental,governance, environmental and social and governance, or “ESG,” matters. New domesticDomestic and international laws and regulations relating to these matters, including human capital management, environmental sustainability and climate change, human capital management, privacy and cybersecurity, are under consideration, have recently been adopted or are currently being challenged or debated.

Reworded

CertainCompliance with any applicable laws and regulations relating to environmental matters include specific, target-driven disclosure requirements or obligations; may require additional investments, increased attention from management and the implementation of new practices and reporting processes; and may involve additional compliance risk. In addition, we have undertaken or announced sustainability-related actions and goals that require ongoing investments and changes to our operations. There is no assurance that our initiatives will achieve their intended outcomes or that we will achieve these goals. In addition, our ability to implement some initiatives is dependent on external factors. For example, our ability to carry out our sustainability initiatives may depend in part on third-party collaboration, mitigation innovations and/or the availability of economically feasible solutions at scale. Furthermore, factors such as changes in methodologies and processes for reporting environmental data, improvements in third-party data and the evolving standards for identifying, measuring and reporting such metrics, including disclosures that may be required by regulators, could impact our reporting of and progress toward our own goals and/or commitments.

Added

P. 16 – THE NEW YORK TIMES COMPANY

Reworded

Perceptions of our initiatives and commitments in these areas may differ widely, including in different jurisdictions, and present risks to our brand and reputation. We may be criticized for steps taken or not taken, or any failure or perceived failure, by us to comply with complex, technical and rapidly evolving laws and regulations or meet expectations, which may negatively impact our reputation. In addition, any such failure or perceived failure may result in penalties or fines. IfWhile resistancemany of the laws in these areas introduced in the last few years have been designed to ESG-relatedpromote initiativesmore continuesrobust transparency and enhance resilience, laws, regulations and administrative actions have also been proposed and implemented to grow,limit, restrict or prohibit activities on these issues. As a result, we may be subject to heightened scrutiny, litigation or regulatory proceedings, or reputational damage.

Added

Acquisitions, divestitures, investments and other strategic transactions could adversely affect our costs, revenues, profitability and financial position.

Added

In order to position our business to take advantage of growth opportunities, we intend to continue to engage in discussions, evaluate opportunities and enter into agreements for possible additional acquisitions, divestitures, investments and other strategic transactions. We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall outside our traditional lines of business and diversify our portfolio, including those that may operate in new and developing industries, if we deem them sufficiently attractive.

Added

Acquisitions may involve significant risks and uncertainties, including difficulties in integrating and managing acquired businesses (including cultural challenges associated with transitioning employees from the acquired company into our organization); failure to correctly anticipate liabilities, deficiencies, or other claims and/or other costs; diversion of management attention; use of resources that are needed in other parts of our business; possible dilution of our brand or harm to our reputation; the potential loss of key employees; risks associated with strategic relationships; risks associated with integrating operations and systems, such as financial reporting, internal control and compliance and information technology systems (including cybersecurity and data privacy controls) in an efficient and effective manner; and other unanticipated problems and liabilities.

Added

Competition for certain types of acquisitions or other strategic transactions is significant. We may not be able to find suitable candidates, and we may not be able to complete such transactions on favorable terms, or at all. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to further our intended strategy or provide the anticipated benefits, may cause us to incur unanticipated costs or liabilities, may result in write-offs of impaired assets, and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and financial condition.

Showing the first 60 of 110 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

43new paragraphs
50removed paragraphs
56reworded paragraphs
9,917 → 9,360words in section

New heading “(1)Includes revenue from bundled and standalone subscriptions to our news product, as well as The Athletic and our Audio, Cooking, Games and Wirecutter products.”

New heading “(2)Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.”

New heading “(1)Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company’s products.”

New heading “(2)Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the fourth quarter of 2025. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.”

New heading “(3)As of the second quarter of 2025, includes subscribers related to family subscriptions. Each family subscription is priced higher than a comparable individual subscription and is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions. The additional subscribers represented less than 3% of total digital-only subscribers as of the end of the fourth quarter of 2025.”

New heading “(4)Subscribers with only a digital-only news product subscription.”

New heading “(5)Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products.”

New heading “(6)Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.”

New heading “(7)Subscribers with a domestic home-delivery or mail print subscription to The New York Times, which includes access to our digital products, or a print subscription to our Book Review or Large Type Weekly products.”

New heading “The sum of individual metrics may not always equal total amounts indicated due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.”

New heading “Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital subscription revenues in the year by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.”

New heading “Affiliate, Licensing and Other Revenues”

New heading “(1)Amounts may not add due to rounding.”

New heading “(1)See Note 16 of the Notes to the Consolidated Financial Statements for additional information related to our operating leases.”

New heading “(2)Represents purchase commitments for the use of digital content delivery services from August 1, 2023, through July 31, 2028.”

Removed heading “Segment Information”

Removed heading “The New York Times Group”

Removed heading “(1) Amounts may not add due to rounding.”

Removed heading “(1)Intersegment eliminations (“I/E”) related to content licensing.”

Removed heading “(1) See Note 16 of the Notes to the Consolidated Financial Statements for additional information related to our operating leases.”

Removed heading “(2) Represents purchase commitments for the use of digital content delivery services from August 1, 2023 through July 31, 2028.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: litigation, lawsuit, artificial intelligence, generative ai
“•$10.8 million of pre-tax litigation-related costs ($8.0 million or $0.05 per share after tax) in connection with a lawsuit against Microsoft Corporation and Open AI Inc. and various of its corporate affiliates alleging unlawful and unauthorized copying and use of the Company’s journalism and other content in connection P. 44 – THE NEW YORK TIMES COMPANY with their development of generative artificial intelligence products (“Generative AI Litigation Costs”). …”
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New text topics: restatement, covenant
“On June 13, 2025, the Company entered into an amendment and restatement of its previous credit facility that, among other changes, increased the committed amount to $400.0 million and extended the maturity date to June 13, 2030 (as amended and restated, the “Credit Facility”). Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. …”
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Reworded topics: tariff, interest rate, labor

Paragraph as it now reads, with added and removed wording marked:

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic weakness, instability, uncertaintyinstability and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive labortalent market; inflation; supply chain disruptions; high interest rates and interest rates volatility; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results. Macroeconomic uncertainty has had in the past, and may have in the future, an adverse impact on both digital and print advertising spending. Additionally, we believe that there is marketer sensitivity to being adjacent to news or specific news topics, impacting overall advertising spend.
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Reworded topics: litigation, generative ai, ai

Paragraph as it now reads, with added and removed wording marked:

•a $2.3$13.3 million favorableof adjustmentGenerative AI Litigation Costs ($1.7$9.8 millionmillion, or $0.01$0.06 per shareshare, after tax) related to a reduction in a multiemployer pension plan liability; and
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New text
“(3)As of the second quarter of 2025, includes subscribers related to family subscriptions. Each family subscription is priced higher than a comparable individual subscription and is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions. The additional subscribers represented less than 3% of total digital-only subscribers as of the end of the fourth quarter of 2025.”
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New text
“Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital subscription revenues in the year by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.”
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Green = added, red = removed. Unchanged paragraphs, 26 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Significant components of the management’s discussion and analysis of financial condition and results of operations and financial condition section include:

Reworded

We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist of revenues from standalone and multiproduct bundle subscriptions to our digital products and subscriptions to and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. The Company changed the revenue caption “Other” on its Consolidated Statement of Operations to “Affiliate, licensing and other” beginning with the quarter ended March 31, 2025. Affiliate, licensing and other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, our live events business,business and retail commerce, books, television and film and our student subscription sponsorship program.commerce. Our main operating costs are employee-related costs.

Reworded

In the accompanying analysis of financial information, we present certain information derived from our consolidated financial information but not presented in our financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). We are presenting in this report supplemental non-GAAP financial performance measures that may exclude depreciation, amortization, severance, non-operating retirement costs and certain identified special items, as applicable. In addition, we present our free cash flow, defined as net cash provided by operating activities less capital expenditures. These non-GAAP financial measures should not be considered in isolation from or as a substitute for the related GAAP measures and should be read in conjunction with our financial information presented on a GAAP basis. For further information and THE NEW YORK TIMES COMPANY – P. 2931 reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, see “— Results of Operations — Non-GAAP Financial Measures.”

Added

Fiscal year 2024, ended December 31, 2024, was composed of one additional day as compared to fiscal year 2025, ended December 31, 2025, as a result of 2024 being a leap year.

Added

In the third quarter of 2025, the Company updated its internal reporting to reflect how the Company’s President and Chief Executive Officer (who is the Company’s Chief Operating Decision Maker) manages the business, and as a result, the Company has determined it has one reportable segment and one reporting unit.

Reworded

•The Company ended 20242025 with approximately 11.4312.78 million subscribers acrossto its print and digital products, including approximately 10.8212.21 million digital-only subscribers. Of the 10.8212.21 million digital-only subscribers, approximately 5.446.48 million were bundle and multiproduct subscribers. Compared with the end of 2023,2024, there was a net increase of 1,110,000approximately 1,400,000 digital-only subscribers.

Reworded

•Total digital-only average revenue per user (“ARPU”) grew 2.6%2.7% year-over-year to $9.42$9.68 driven primarily by subscribers graduatingtransitioning from promotional to higher prices and price increases on certain tenured non-bundled subscribers.

Reworded

•Operating profit increased 27.1%22.9% to $431.6 million in 2025 from $351.1 million in 2024 from $276.3 million in 2023.2024. Adjusted operating profit (“AOP”), defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), increased 16.8%20.8% to $550.1 million in 2025 from $455.4 million in 2024 from $389.9 million in 2023.2024. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 13.6%15.3% in 2024,2025, compared with 11.4%13.6% in 2023.2024. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 17.6%19.5% in 2024,2025, compared with 16.1%17.6% in 2023.2024.

Reworded

•Total advertising revenues increased 0.2%11.8% to $566.0 million in 2025 from $506.3 million in 2024 from $505.2 million in 2023,2024, due to an increase of 7.7%20.0% in digital advertising revenuesrevenues, andpartially offset by a decrease of 12.4%5.4% in print advertising revenues.

Reworded

•OtherAffiliate, revenuelicensing and other revenues increased 10.0%5.7% to $308.1 million in 2025 from $291.4 million in 2024 from $264.8 million in 2023,2024, as a result of continued strength in Wirecutter affiliate referral andhigher licensing revenues.

Reworded

•Operating costs increased 4.0%7.1% to $2.39 billion in 2025 from $2.23 billion in 2024 from $2.15 billion in 2023.2024. Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), increased 4.6%6.8% to $2.27 billion in 2025 from $2.13 billion in 2024 from $2.04 billion in 2023.2024.

Reworded

•Net cash from operating activities for 20242025 was $410.5$584.5 million compared with $360.6$410.5 million in 2023,2024, and free cash flowflow, (defined as net cash provided by operating activities less capital expenditures,expenditures (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), was $381.3$550.5 million compared with $337.9$381.3 million in 2023.2024.

Added

P. 32 – THE NEW YORK TIMES COMPANY

Reworded

We operate in a highly competitive environment that is subject to rapid and, at times, unpredictable change. We compete for audience, subscribers, advertisers and licensees against a wide variety of companies. Companies shaping our competitive environment include content creators, providers and distributors,distributors; news aggregators,aggregators; search engines,engines; social media platforms,platforms; streaming services; and productsAI companies, certain of which have attracted and toolsany poweredof bywhich generativemay artificialfurther intelligence.attract audiences, subscribers, advertisers and/or licensees to their platforms and away from ours. Competition among these companies is robust, and new competitors can quickly emerge and have in recent years. We have designed our strategy to navigate the challenges and take advantage of opportunities presented by this period of transformation in our industry.

Reworded

We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic weakness, instability, uncertaintyinstability and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive labortalent market; inflation; supply chain disruptions; high interest rates and interest rates volatility; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results. Macroeconomic uncertainty has had in the past, and may have in the future, an adverse impact on both digital and print advertising spending. Additionally, we believe that there is marketer sensitivity to being adjacent to news or specific news topics, impacting overall advertising spend.

Removed

P. 30 – THE NEW YORK TIMES COMPANY

Removed

We believe the macroeconomic environment has had, and may in the future have, an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.

Reworded

The newspaper industry has transitioned from being primarily print focusedprint-focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse. Our printing and distribution costs have been impacted as a result of this transition, and may be further impacted in the future by higher costs, including those associated with raw materials, delivery and distribution and outside printing.printing, or if they were to become subject to expanded or retaliatory tariffs (though newsprint is currently exempt from the proposed expansion of U.S. tariffs on goods from Canada).

Reworded

We actively monitor industry trends,trends and political and economic conditions, challenges and risks to remain flexible and to optimize and evolve our business as appropriate; however, the full impact they will have on our business, operations and financial results is uncertain and will depend on numerous factors and future developments. The risks related to our business are further described in the section titled “Item 1A — Risk Factors.”

Reworded

Throughout 2024,2025, we returned capital to shareholders through dividends and share repurchases and continued to manage our pension liability as discussed below. As of December 31, 2024,2025, the Company had cash, cash equivalents and marketable securities of approximately $912$1.2 millionbillion and was debt-free.

Reworded

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2025,2026, Theour Board of Directors approved a quarterly dividend of $0.18$0.23 per share, an increase of $0.05 per share from the previous quarter. We currently expect to continue to pay cash dividends in the future, although changes in our dividend program will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.

Reworded

TheOur Board of Directors approved Class A Common Stock share repurchase programs in February 2022 ($150.0 million), February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. ThroughDuring Februarythe 19,year ended December 31, 2025, werepurchases repurchased 6,655,899 shares under these authorizations for an aggregate purchase price oftotaled approximately $266.9$165.3 million (excluding commissions and excise taxes), and we repurchased an additional $41.9 million (excluding commissions and excise taxes) between January 1, 2026 and February 18, 2026, fully utilizing the 20222023 authorization andauthorization, leaving approximately $483.1$308.2 million remaining under the 2023 and 2025 authorizations.authorization.

Reworded

We remain focused on managing our pension plan obligations. We have taken steps over the last several years to reduce the size and volatility of our pension obligations, including freezing accruals under all but one of our qualified defined benefit pension plans, making immediate pension benefits offers in the form of lump-sum payments to certain active and former employees and transferring certain future benefit obligations and administrative costs to insurers.

Reworded

As of December 31, 2024,2025, our qualified pension plans had plan assets that were approximately $71$76 million above the present value of future benefits obligations, compared with approximately $83$71 million as of December 31, 2023.2024. We made contributions of approximately $13 million and $10 million to certain qualified pension plans in 2024both 2025 and 2023,2024, respectively. We expect to make contributions in 20252026 to satisfy the greater of minimum funding or collective bargaining agreement requirements of approximately $13$14 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.

Reworded

Subscription,Subscription; advertising; and affiliate, licensing and other revenues were as follows:

Reworded

Subscription revenues increased $132.1$162.6 million, or 8.0%,9.1%, in 20242025 compared with 2023,2024, primarily due to an increase in digital-only subscription revenues of $155.2$179.8 million, or 14.1%,14.3%, partially offset by a decrease in print subscription revenues of $23.1$17.2 million, or 4.1%.3.2%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $199.3$223.3 million and an increase in other single-product subscription revenues of $26.8$22.9 million, partially offset by a decrease in news-only subscription revenues of $70.9$66.4 million. Bundle and multiproduct average digital-only subscribers increased 1,480,000,approximately 1,170,000, or 44.2%,24.3%, while bundle and multiproduct ARPU (as defined below) decreasedincreased $0.87,$0.49, or 6.7%.4.0%. Other single-product average digital-only subscribers increased 540,000,approximately 630,000, or 21.4%,20.5%, while other single-product ARPU increaseddecreased $0.03,$0.13, or 0.8%.3.6%. News-only average digital-only subscribers decreased 1,020,000,approximately 620,000, or 30.6%,27.0%, while news-only ARPU increased $1.82,$1.21, or 19.1%.10.7%. In calculating average digital-only subscribers for our subscriber categories, we use the monthly average number of digital-only subscribers (calculated as the sumweighted average of theeach numbermonth’s ofdaily average subscribers in each category at the beginning and end of the month, divided by two). Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.

Added

(1)Includes revenue from bundled and standalone subscriptions to our news product, as well as The Athletic and our Audio, Cooking, Games and Wirecutter products.

Added

(2)Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.

Reworded

A subscriber is defined as a customeruser who has subscribed (and providedfor whom a valid method of payment has been provided) for the right to access one or more of the Company’s products. The Company ended 20242025 with approximately 11.4312.78 million subscribers to its print and digital products, including approximately 10.8212.21 million digital-only subscribers. Compared with 2023,the end of 2024, there was a net increase of 1,110,000approximately 1,400,000 digital-only subscribers.

Reworded

Print domestic home-delivery subscribers totaled approximately 610,000570,000 at the end of 2024,2025, a net decrease of 50,000approximately 40,000 subscribers compared with the end of 2023.2024. Subscribers with a domestic home-delivery print subscription to The New York Times, which includes access to our digital products, are excluded from digital-only subscribers.

Added

We currently report three mutually exclusive digital-only subscriber categories: bundle and multiproduct, news-only and other single-product, which collectively sum to total digital-only subscribers, as well as the ARPU for each of these categories.

Added

Following the fourth quarter of 2025, we plan to make a change to our subscriber disclosures. We will continue to report total digital-only subscribers and total digital-only ARPU. However, we will discontinue reporting digital-only subscribers and ARPU by the categories of bundle and multiproduct, news-only, and other single product, as well as the percentages represented by group corporate, group education and family subscriptions. We believe total digital-only subscribers and total digital-only ARPU best align with how we manage the business for long-term growth.

Reworded

The following table sets forth subscribers as of the end of the five most recent fiscal quarters:quarters.

Added

(1)Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company’s products.

Added

(2)Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the fourth quarter of 2025. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.

Added

(3)As of the second quarter of 2025, includes subscribers related to family subscriptions. Each family subscription is priced higher than a comparable individual subscription and is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions. The additional subscribers represented less than 3% of total digital-only subscribers as of the end of the fourth quarter of 2025.

Added

(4)Subscribers with only a digital-only news product subscription.

Added

(5)Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products.

Added

(6)Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.

Added

(7)Subscribers with a domestic home-delivery or mail print subscription to The New York Times, which includes access to our digital products, or a print subscription to our Book Review or Large Type Weekly products.

Added

The sum of individual metrics may not always equal total amounts indicated due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.

Removed

The following table sets forth the subset of subscribers above who have a paid digital-only standalone subscription or a bundle subscription that includes the ability to access The Athletic as of the end of the five most recent fiscal quarters. The Company plans to discontinue reporting this metric after the fourth quarter of 2024. Digital-only subscribers with The Athletic will continue to be included in our reported bundle and multiproduct and other single-product subscriber categories.

Reworded

ARPU, a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per digital subscriber over a 28-day billing cycle during the applicable period. The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the two most recent fiscal years:years.

Added

Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital subscription revenues in the year by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the year multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.

Reworded

Total digital-only ARPU was $9.42$9.68 for the year ended December 31, 2024,2025, an increase of 2.6%2.7% compared with the year ended December 31, 2023.2024. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on certain tenured non-bundled subscribers.

Reworded

Advertising revenue is principallyprimarily derived from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audioaudio, email and video ads; in print in the form of column-inch ads; and at live events. Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party ad exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. As of the first quarter of 2025, we updated our discussion of digital advertising revenue and no longer distinguish between “core” and “other” digital advertising. Digital advertising includes ourrevenue core digital advertising business and other digital advertising. Our core digital advertising consists of direct-soldfrom display (which includes website and mobile applications), podcast,audio, email and video advertisements that are sold either directly to marketers by our advertising sales teams.teams Otheror, digitalfor a smaller proportion of advertising includesrevenue, through programmatic auctions run by third-party ad exchanges. Digital advertising andrevenue also includes revenues generated by creative services fees. NYTG and The Athletic has revenue from all categories discussed above. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts. There is no print advertising revenue generated from The Athletic, which does not have a print product.

Removed

P. 36 – THE NEW YORK TIMES COMPANY

Removed

Digital advertising revenues, which represented 67.6% of the total advertising revenues in 2024, increased $24.3 million, or 7.7%, to $342.1 million compared with $317.7 million in 2023. The increase was primarily a result of higher core digital advertising of $12.3 million and higher other digital revenues of $12.1 million. Core digital advertising revenues increased due to higher direct-sold display advertising and revenues from email newsletters, partially offset by a decrease in podcast advertising revenues. Direct-sold display impressions increased 10%, while the average rate decreased 5%. Other digital advertising revenue increased primarily due to an increase in programmatic revenues largely driven by new advertising supply across our products and an increase in creative services as a result of more custom advertising campaigns in 2024. Programmatic impressions increased 40%, while the average rate decreased 18%.

Reworded

PrintDigital advertising revenues, which represented 32.4%72.6% of the total advertising revenues in 2024,2025, decreasedincreased $23.2$68.5 million, or 12.4%,20.0%, to $164.2$410.6 million compared with $187.5$342.1 million in 2023.2024. The decrease in 2024increase was due toprimarily a 13.6%result decreaseof inhigher column-inches.display Printrevenues of $66.4 million, driven by new advertising revenuessupply inand 2024strong continuemarketer todemand. beDisplay impactedimpressions byincreased secular19%, trends.while the average rate increased 6%.

Added

Print advertising revenues, which represented 27.4% of total advertising revenues in 2025, decreased $8.9 million, or 5.4%, to $155.4 million compared with $164.2 million in 2024. The decrease in 2025 was primarily due to an 8.8% decrease in revenues from column-inch ads, partially offset by a 3.7% increase in print advertising rate. Print advertising revenues in 2025 continued to be impacted by secular trends.

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We believe the macroeconomic environment has had, and may in the future have, an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.

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Other Revenues

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Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, our live events business, retail commerce, books, television and film and our student subscription sponsorship program. Digital other revenues, which consist primarily of Wirecutter affiliate referral revenues and digital licensing revenue, totaled $186.1 million and $152.0 million in 2024 and 2023, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $26.6 million and $27.2 million in 2024 and 2023, respectively.

Removed

Other revenues increased $26.6 million, or 10.0% in 2024 compared with 2023, primarily as a result of growth in Wirecutter affiliate referral revenues of $17.1 million, as well as higher content licensing revenues of $14.9 million, primarily related to an Apple licensing deal, partially offset by lower books, television and film revenues of $7.8 million.

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P. 38 – THE NEW YORK TIMES COMPANY – P. 37

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Affiliate, Licensing and Other Revenues

Added

Affiliate, licensing and other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our Company Headquarters, our live events business and retail commerce.

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Affiliate, licensing and other revenues increased $16.7 million, or 5.7%, in 2025 compared with 2024, primarily as a result of higher licensing revenues of $14.4 million, largely related to commercial agreements with third-party digital platforms, partially offset by the expiration of smaller license agreements, as well as growth in Wirecutter affiliate referral revenues of $5.1 million, partially offset by lower books, television and film revenues of $5.3 million.

Added

Digital affiliate, licensing and other revenues, which consist primarily of Wirecutter affiliate referral revenues and digital licensing revenues, totaled $201.0 million and $186.1 million in 2025 and 2024, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $26.8 million and $26.6 million in 2025 and 2024, respectively.

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THE NEW YORK TIMES COMPANY – P. 39

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-05 (period ending 2026-06-30) with 10-Q filed 2026-05-06 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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There have been no material changes to our risk factors as set forth in “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Multiemployer Pension Plan Liability Adjustments”

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“Subscription revenues increased $109.1 million, or 11.5%, in the first six months of 2026 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $111.6 million, or 16.3%, partially offset by a decrease in print subscription revenues of $2.5 million, or 1.0%. Average digital-only subscribers increased 1,450,000 or 13.1%, and digital-only ARPU (as defined below) increased $0.27, or 2.8%. …”
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“Multiemployer Pension Plan Liability Adjustments”
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(3)Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital-only subscription revenues in the quarter by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the quarter multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.
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“Cost of revenue in the first six months of 2026 increased $57.4 million, or 8.5%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $48.2 million, higher digital content delivery costs of $5.2 million and higher subscriber servicing costs of $3.6 million. Advertising servicing and print production and distribution costs were relatively flat compared to the prior year. …”
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PrintDigital advertising revenues, which represented 26.5%75.1% of total advertising revenues in the first quartersix months of 2026, decreasedincreased $3.6$41.9 million, or 9.8%,25.4%, to $33.6$207.2 million compared with $37.2$165.3 million in the same prior-year period. The decreaseincrease was primarily due to a 13.5%result decreaseof higher display revenues of $22.8 million, driven by strong marketer demand, and higher non-display revenues of $19.1 million, driven by growth in revenuesadvertising fromsupply, column-inch ads, partially offset by a 4.3% increaseprimarily in printour advertisingaudio rate.products, as well as higher creative services fees.
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“Sales and marketing costs in the first six months of 2026 increased $27.6 million, or 20.5%, compared with the same prior-year period. The increase was due to higher marketing costs of $17.7 million and higher sales costs of $9.9 million. The increase in marketing costs was primarily due to higher marketing and promotion expenses. The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees, higher incentive compensation and higher benefit costs.”
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•Total revenues increased 12.0%11.2% to $712.2$762.5 million in the firstsecond quarter of 2026 from $635.9$685.9 million in the firstsecond quarter of 2025.

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•Total subscription revenues increased 11.3%11.7% to $516.9$537.9 million in the firstsecond quarter of 2026 from $464.3$481.4 million in the firstsecond quarter of 2025. Digital-only subscription revenues increased 16.1%16.4% to $389.0$407.9 million in the firstsecond quarter of 2026 from $335.0$350.4 million in the firstsecond quarter of 2025. The Company added approximately 310,000280,000 net digital-only subscribers compared with the end of 2025,the first quarter of 2026, bringing the total number of subscribers to 13.0813.35 million subscribers, including approximately 12.5212.80 million digital-only subscribers. Compared with the end of the firstsecond quarter of 2025, there was a net increase of 1,460,0001,500,000 digital-only subscribers. Digital-only average revenue per user (“ARPU”) increased 2.4%3.1% year-over-year to $9.77.$9.94.

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•Total advertising revenues increased 17.3%11.3% to $126.8$149.1 million in the firstsecond quarter of 2026 from $108.1$134.0 million in the firstsecond quarter of 2025, due to an increase in digital advertising revenues of 31.6%20.7% to $93.3$114.0 million.

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•Affiliate, licensing and other revenues increased 7.8%7.1% to $68.5$75.5 million in the firstsecond quarter of 2026 from $63.6$70.5 million in the firstsecond quarter of 2025, as a result of higher licensingWirecutter affiliate referral revenues.

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•Operating costs increased 7.7%11.2% to $621.6$644.4 million in the firstsecond quarter of 2026 from $577.3$579.3 million in the firstsecond quarter of 2025. Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP financial measure discussed below under “Non-GAAP Financial Measures”), increased 9.4%10.0% to $594.3$607.2 million in the firstsecond quarter of 2026 from $543.2$552.1 million in the firstsecond quarter of 2025.

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•Operating profit increased 54.5%10.8% to $90.6$118.0 million in the firstsecond quarter of 2026 from $58.6$106.6 million in the firstsecond quarter of 2025. Adjusted operating profit (“AOP”),profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP financial measure discussed below under “Non-GAAP Financial Measures”), increased 27.2%16.1% to $117.9$155.3 million in the firstsecond quarter of 2026 from $92.7$133.8 million in the firstsecond quarter of 2025.

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•Operating profit margin (operating profit expressed as a percentage of revenues) increasedremained toflat 12.7%at 15.5% in the firstsecond quarter of 2026, compared with 9.2% in the firstsecond quarter of 2025. Adjusted operating profit margin, defined as adjusted operating profit expressed as a percentage of revenues (a non-GAAP financial measure discussed below under “Non-GAAP Financial Measures”), increased to 16.6%20.4% in the firstsecond quarter of 2026, compared with 14.6%19.5% in the firstsecond quarter of 2025.

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•Diluted earnings per share were $0.54$0.57 and $0.30$0.50 for the firstsecond quarters of 2026 and 2025, respectively. Adjusted diluted earnings per share, defined as diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (a non-GAAP financial measure discussed below under “Non-GAAP Financial Measures”), were $0.61$0.69 and $0.41$0.58 for the firstsecond quarters of 2026 and 2025, respectively.

Reworded

Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as The Athletic and our Audio, Cooking, Games and Wirecutter products), and single-copy and bulk sales of our print products (which represented less than 5% of our subscription revenues in the firstsecond quarters of 2026 and 2025). Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.

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The following table summarizes digital-only and print subscription revenues for the second quarters and first quarterssix months of 2026 and 2025:

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Subscription revenues increased $52.6$56.5 million, or 11.3%,11.7%, in the firstsecond quarter of 2026 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $54.0$57.6 million, or 16.1%,16.4%, partially offset by a decrease in print subscription revenues of $1.4$1.1 million, or 1.1%.0.8%. Average digital-only subscribers increased 1,460,000,1,440,000, or 13.2%,12.9%, and digital-only ARPU (as defined below) increased $0.23,$0.30, or 2.4%.3.1%. The year-over-year increase in digital-only ARPU was driven primarily by subscribers transitioning from promotional to higher prices and price increases on certain tenured subscribers. Print subscription revenue decreased primarily due to a decrease in single-copy subscription revenues, which was driven by a lower number of copies sold, and domestic home-delivery subscription revenues, which was driven by a lower number of average home-delivery print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.

Added

Subscription revenues increased $109.1 million, or 11.5%, in the first six months of 2026 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $111.6 million, or 16.3%, partially offset by a decrease in print subscription revenues of $2.5 million, or 1.0%. Average digital-only subscribers increased 1,450,000 or 13.1%, and digital-only ARPU (as defined below) increased $0.27, or 2.8%. The year-over-year increase in digital-only ARPU was driven primarily by subscribers transitioning from promotional to higher prices and price increases on certain tenured subscribers. Print subscription revenue decreased primarily due to a decrease in single-copy subscription revenues, which was driven by a lower number of copies sold, and domestic home-delivery subscription revenues, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.

Reworded

Digital-only ARPU, a metric we calculate to track the revenue generation of our digital-only subscriber base, represents the average revenue per digital-only subscriber over a 28-day billing cycle during the applicable period.

Reworded

(1)Includes group corporate and group education subscriptions,subscriptions and, as of the second quarter of 2025,and subscribers related to family subscriptions. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate. Each family subscription is priced higher than a comparable individual subscription and is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions.

Reworded

(3)Beginning in the second quarter of 2025, ARPU metrics are calculated by dividing the digital-only subscription revenues in the quarter by the average number of digital-only subscribers (calculated as the weighted average of each month's daily average subscribers) divided by the number of days in the quarter multiplied by 28 to reflect a 28-day billing cycle. This change had a de minimis impact on ARPU.

Reworded

The Company ended the firstsecond quarter of 2026 with approximately 13.0813.35 million subscribers to its print and digital products, including approximately 12.5212.80 million digital-only subscribers. Compared with the end of the fourth quarter of 2025, there was a net increase of approximately 310,000 digital-only subscribers. Compared with the end of the first quarter of 2026, there was a net increase of approximately 280,000 digital-only subscribers. Compared with the end of the second quarter of 2025, there was a net increase of approximately 1,460,0001,500,000 digital-only subscribers.

Reworded

Print domestic home-delivery subscribers totaled approximately 560,000550,000 at the end of the firstsecond quarter of 2026, a net decrease of approximately 10,000 subscribers compared with the end of the fourthfirst quarter of 20252026 and a net decrease of approximately 40,000 subscribers compared with the end of the firstsecond quarter of 2025.

Reworded

Advertising revenue is primarily derived from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audio, email and video ads; in print in the form of column-inch ads; and at live events. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. Digital advertising includes revenue from(i) display revenue (which includes website and mobile applications),; and (ii) non-display revenues generated from advertisements placed in audio, emailemail, and videovideo, advertisementsas thatwell as revenues generated by creative services fees. Advertisements are sold either directly to marketers by our advertising sales teams or, for a smaller proportion of advertising revenue, through programmatic auctions run by third-party ad exchanges. Digital advertising revenue also includes revenues generated by creative services fees. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts.

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The following table summarizes digital and print advertising revenues for the second quarters and first quarterssix months of 2026 and 2025:

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Digital advertising revenues, which represented 73.5%76.4% of total advertising revenues in the firstsecond quarter of 2026, increased $22.4$19.5 million, or 31.6%,20.7%, to $93.3$114.0 million compared with $70.9$94.4 million in the same prior-year period. The increase was primarily a result of higher display revenues of $12.4$10.4 million, driven by strong marketer demanddemand, and higher non-display revenues of $9.1 million, driven by growth in advertising supply, higherprimarily podcastin revenuesour of $4.6 million, higher creative service fees of $2.7 million as a result of the volume of custom advertising campaignsaudio and higher video revenues of $2.3 million. Display impressions increased 15%, while the average rate increased 5%.products.

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PrintDigital advertising revenues, which represented 26.5%75.1% of total advertising revenues in the first quartersix months of 2026, decreasedincreased $3.6$41.9 million, or 9.8%,25.4%, to $33.6$207.2 million compared with $37.2$165.3 million in the same prior-year period. The decreaseincrease was primarily due to a 13.5%result decreaseof higher display revenues of $22.8 million, driven by strong marketer demand, and higher non-display revenues of $19.1 million, driven by growth in revenuesadvertising fromsupply, column-inch ads, partially offset by a 4.3% increaseprimarily in printour advertisingaudio rate.products, as well as higher creative services fees.

Added

Print advertising revenues, which represented 23.6% of total advertising revenues in the second quarter of 2026, decreased $4.4 million, or 11.1%, to $35.2 million compared with $39.6 million in the same prior-year period. The decrease was primarily due to a 9.2% decrease in revenues from column-inch ads and a 2.1% decrease in print advertising rate.

Added

Print advertising revenues, which represented 24.9% of total advertising revenues in the first six months of 2026, decreased $8.0 million, or 10.5%, to $68.7 million compared with $76.8 million in the same prior-year period. The decrease in the first six months was primarily due to a 11.1% decrease in revenues from column-inch ads, partially offset by a 0.8% increase in print advertising rate. Print advertising revenues in 2026 continue to be impacted by secular trends.

Reworded

Affiliate, licensing and other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our Company Headquarters, our live events business and retail commerce.

Reworded

Affiliate, licensing and other revenues increased $5.0 million, or 7.8%,7.1%, in the firstsecond quarter of 2026 compared with the same prior-year period. The increase was primarily a result of higher licensingWirecutter revenues.affiliate referral revenues, which benefited from a shift in the timing of a marketing promotion by one of our partners.

Added

Affiliate, licensing and other revenues increased $9.9 million, or 7.4% in the first six months of 2026 compared with the same prior-year period. The increase was primarily a result of higher licensing revenues of $5.7 million, as well as growth in Wirecutter affiliate referral revenues of $3.9 million, which benefited from a shift in the timing of a marketing promotion by one of our partners.

Reworded

Digital affiliate, licensing and other revenues, which consist primarily of Wirecutter affiliate referral revenue and digital licensing revenues, totaled $45.2$50.1 million and $40.1$45.4 million in the firstsecond quarters of 2026 and 2025, respectively, and $95.3 million and $85.6 million in the first six months of 2026 and 2025, respectively.

Reworded

Cost of revenue in the firstsecond quarter of 2026 increased $28.3$29.1 million, or 8.5%,8.6%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $24.6$23.6 million, higher digital content delivery costs of $2.1$3.0 million and higher subscriber servicing costs of $1.9$1.7 million. Advertising servicing and print production and distribution costs were relatively flat compared to the prior year. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by growth in the number of employees who work in our newsrooms,newsrooms and incentive compensation, as well as higher outside services costs. The increase in digital content delivery costs was largely due to higher cloud-related costs. The increase in subscriber servicing costs was largely due to higher credit card processing fees and commissions due to an increase in subscriptions.

Added

Cost of revenue in the first six months of 2026 increased $57.4 million, or 8.5%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $48.2 million, higher digital content delivery costs of $5.2 million and higher subscriber servicing costs of $3.6 million. Advertising servicing and print production and distribution costs were relatively flat compared to the prior year. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by growth in the number of employees who work in our newsrooms and incentive compensation, as well as higher outside services costs. The increase in digital content delivery costs was largely due to higher cloud-related costs. The increase in subscriber servicing costs was largely due to higher credit card processing fees and commissions due to an increase in subscriptions.

Reworded

Sales and marketing costs in the firstsecond quarter of 2026 increased $11.3$16.3 million, or 17.1%,23.6%, compared with the same prior-year period. The increase was due to higher marketing costs of $6.4$11.3 million and higher sales costs of $4.9$5.0 million. The increase in marketing costs was primarily due to higher marketing and promotion expenses. The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees and higher incentive compensation.

Added

Sales and marketing costs in the first six months of 2026 increased $27.6 million, or 20.5%, compared with the same prior-year period. The increase was due to higher marketing costs of $17.7 million and higher sales costs of $9.9 million. The increase in marketing costs was primarily due to higher marketing and promotion expenses. The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees, higher incentive compensation and higher benefit costs.

Reworded

Product development costs in the firstsecond quarter of 2026 increased $3.7$6.4 million, or 5.5%,10.0%, compared with the same prior-year period. The increase in the firstsecond quarter of 2026 was largely due to higher compensation and benefits expenses of $1.7$3.7 million driven by higher benefits costs, as well as higher outsidesoftware servicesand licensing costs of $1.1$1.6 million.

Added

Product development costs in the first six months of 2026 increased $10.1 million, or 7.7%, compared with the same prior-year period. The increase in the first six months of 2026 was largely due to higher compensation and benefits expenses of $5.5 million driven by higher benefits costs, growth in the number of employees and higher incentive compensation, as well as higher software and licensing costs of $2.8 million and higher outside services costs of $1.5 million.

Reworded

General and administrative costs in the firstsecond quarter of 2026 increased $6.5$3.2 million, or 8.2%,3.9%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits of $4.0$4.7 million driven by incentive compensation, higher outside services expenses and other miscellaneous expenses of $3.5 million, partially offset by lowera severancenet expensefavorable impact from foreign currency cash flow hedges of $1.2$2.0 million.

Added

General and administrative costs in the first six months of 2026 increased $9.8 million, or 6.0%, compared with the same prior-year period. The increase was primarily due to higher compensation and benefits of $8.7 million driven by incentive compensation and higher benefits costs, higher outside services expenses and other miscellaneous expenses of $2.0 million, partially offset by lower severance expense of $1.1 million.

Reworded

Depreciation and amortization costs in the second quarter and first quartersix months of 2026 decreased $0.8$0.3 million, or 3.8%,1.3%, and $1.1 million, or 2.5%, respectively, compared with the same prior-year period.

Reworded

In the second quarter and first quarterssix months of 20262026, the Company recorded $4.6 million and $8.8 million, respectively, and in the second quarter and first six months of 2025, the Company recorded $4.2$3.5 million and $4.4$7.9 million, respectively, of pre-tax litigation-related costs in connection with certain lawsuits alleging unlawful and unauthorized copying and use of the Company’s journalism and other content in connection with the development of generative artificial intelligence products (“Generative AI Litigation Costs”). Management determined to report Generative AI Litigation Costs as a special item beginning in the first quarter of 2024 because, unlike other litigation expenses, the Generative AI Litigation Costs arise from discrete, complex and unusual proceedings and do not, in management’s view, reflect the Company’s ongoing business operational performance. See Note 14 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Added

Multiemployer Pension Plan Liability Adjustments

Added

In the second quarter of 2026, the Company recorded a $9.2 million charge in connection with the Company’s withdrawal from a multiemployer pension plan.

Added

In the first quarter of 2025, the Company recorded a $4.5 million charge related to a multiemployer pension plan liability adjustment.

Reworded

The special itemitems in 2026 consisted of:

Reworded

•$4.2$4.6 million of Generative AI Litigation Costs ($3.1$3.4 million, or $0.02 per share, after tax). in the second quarter and $8.8 million ($6.5 million, or $0.04 per share, after tax) for the first six months; and

Added

•a $9.2 million charge ($6.8 million, or $0.04 per share, after tax) in the second quarter in connection with the Company’s withdrawal from a multiemployer pension plan.

Removed

•$4.5 million charge ($3.3 million, or $0.02 per share, after tax) related to a multiemployer pension plan liability adjustment; and

Reworded

•$4.4$3.5 million of Generative AI Litigation Costs ($3.2$2.6 million, or $0.02 per share, after tax). in the second quarter and $7.9 million ($5.8 million, or $0.04 per share, after tax) for the first six months; and

Added

•a $4.5 million charge ($3.3 million, or $0.02 per share, after tax) in the first quarter related to a multiemployer pension plan liability adjustment.

Reworded

ExcludedNon-operating fromretirement ourcosts non-GAAPinclude financial(i) measuresinterest arecost, expected return on plan assets, amortization of actuarial gains and loss components and amortization of prior service credits of single-employer pension expense, (ii) interest cost, amortization of actuarial gains and loss components of other postretirement benefits and (iii) all multiemployer pension plan withdrawal costs. These non-operating retirement costs which are primarily tied to financial market performance including changes in market interest rates and investment performance. Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting adjusted diluted earnings per share excluding non-operating retirement costs and presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the Company’s GAAP diluted earnings per share and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company’s operating business performance.

Reworded

We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next 12 months. As of MarchJune 31,30, 2026, we had cash, cash equivalents and short- and long-term marketable securities of $1.1$1.22 billion.

Reworded

We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2026, the Board of Directors approved a quarterly dividend of $0.23 per share, an increase of $0.05 per share from the previous quarter, which was paid in April 2026. In June 2026, the Board of Directors declared a quarterly dividend of $0.23 per share on the Class A and Class B Common Stock, which was paid in July 2026. We currently expect to continue to pay cash dividends in the future, although changes in our dividend program will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.

Reworded

The Board of Directors approved Class A Common Stock share repurchase programs in February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open-market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. During the quartersix months ended MarchJune 31,30, 2026, repurchases totaled approximately $56.3$91.8 million (excluding commissions and excise taxes), which fully utilized the 2023 authorization, and we repurchased an additional $2.7$18.7 million (excluding commissions and excise taxes) between AprilJuly 1, 2026, and MayJuly 1,31, 2026, leaving approximately $291.2$239.7 million remaining under the 2025 authorization.

Reworded

Net cash provided by operating activities decreasedincreased in the first quartersix months of 2026 compared with the same prior-year period primarily due to favorable changes in working capital, higher net income in the current year and lower tax payments, partially offset by nonrecurring net proceeds from the sale of land in 2025,2025 as well asand higher cash payments for incentive compensation, partially offset by higher net incomecompensation in the current year.

Reworded

Net cash used in investing activities in the first quartersix months of 2026 was primarily related to $12.5$76.4 million in net purchases of marketable securities and capital expenditures of $10.7$20.8 million.

Reworded

Cash from financing activities generally includes borrowings under third-party financing arrangements, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends, the payment of long-term debt and capital lease obligations, and stock-basedshare-based compensation tax withholding.

Reworded

Net cash used in financing activities in the first quartersix months of 2026 was primarily related to share repurchases of $56.3$91.8 million, dividend payments of $67.6 million and share-based compensation tax withholding payments of $52.4 million and dividend payments of $30.4$53.5 million.

Reworded

The following table presents a reconciliation of net cash provided by operating activities to free cash flow for the first three months of 2026 and 2025:

Reworded

(1)Net cash provided by operating activities in the first threesix months of 2025 included net proceeds of approximately $33 million in connection with the lease and subsequent sale of approximately four acres of excess land at our printing and distribution facility in College Point, N.Y., which was finalized in February 2025.

Reworded

Free cash flow in the first quartersix months of 2026 was $81.5$265.7 million compared with $89.9$193.2 million in 2025. Free cash flow decreasedincreased primarily due to lowerhigher cash provided by operating activities, as discussed above.

Reworded

The following table presents a reconciliation of net cash provided by operating activities to free cash flow for the last twelve months ended MarchJune 31,30, 2026 and 2025:

Reworded

(2)Net cash provided by operating activities in the last twelve months ended MarchJune 31,30, 2026, was impacted by lower cash tax payments as a result of the OBBBA, as discussed above.

Reworded

(3)Net cash provided by operating activities in the last twelve months ended MarchJune 31,30, 2025, included net proceeds of approximately $33 million in connection with the sale of excess land in 2025, as discussed above.

Showing the first 60 of 65 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

NYT insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (4 insiders, 3 trade dates, 26,871 shares, about $2.1M). Net open-market shares: -26,871 (purchases minus sales); net value about -$2.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-10Bardeen William
EVP, Chief Financial Officer
Shares withheld for tax 485$63.54 $30.8K14,075 SEC
2026-08-10Perpich David S.
Director
Shares withheld for tax 131$63.54 $8.3K27,838 SEC
2026-07-23Golden Arthur S.
Director
Grant/award 70— —22,911 SEC
2026-07-23Golden Margot
Director
Grant/award 31— —10,075 SEC
2026-07-23Bhutani Amanpal Singh
Director
Grant/award 98— —32,147 SEC
2026-07-23Bronstein Manuel
Director
Grant/award 62— —20,405 SEC
2026-07-23Brooke Beth A.
Director
Grant/award 68— —22,167 SEC
2026-07-23Glaser Rachel C
Director
Grant/award 110— —35,888 SEC
2026-07-23Mcandrews Brian P
Director
Grant/award 176— —60,174 SEC
2026-07-23Rogers John W Jr
Director
Grant/award 106— —54,598 SEC
2026-07-23Subramanian Anuradha B.
Director
Grant/award 36— —11,935 SEC
2026-07-23Van Dyck Rebecca
Director
Grant/award 176— —57,014 SEC
2026-06-03Welch Jacqueline M
EVP and CHRO
Open-market sale 4,000$74.14 $296.6K23,873 SEC
2026-05-12Kopit Levien Meredith A.
Director, PRESIDENT & CEO
Open-market sale 9,750$78.00 $760.5K219,612 SEC
2026-05-12Bardeen William
EVP, Chief Financial Officer
Open-market sale 4,121$77.85 $320.8K14,560 SEC
2026-05-11Perpich David S.
Director
Open-market sale 9,000$77.06 $693.5K28,469 SEC
2026-05-11Perpich David S.
Director
Gift 500— —27,969 SEC
2026-04-22Golden Margot
Director
Grant/award 2,277— —10,044 SEC
2026-04-22Golden Arthur S.
Director
Grant/award 2,277— —22,841 SEC
2026-04-22Glaser Rachel C
Director
Grant/award 2,277— —35,778 SEC
2026-04-22Brooke Beth A.
Director
Grant/award 2,277— —22,099 SEC
2026-04-22Mcandrews Brian P
Director
Grant/award 2,277— —59,998 SEC
2026-04-22Rogers John W Jr
Director
Grant/award 2,277— —54,492 SEC
2026-04-22Subramanian Anuradha B.
Director
Grant/award 2,277— —11,899 SEC
2026-04-22Bronstein Manuel
Director
Grant/award 2,277— —20,343 SEC
2026-04-22Bhutani Amanpal Singh
Director
Grant/award 2,277— —32,049 SEC
2026-04-22Van Dyck Rebecca
Director
Grant/award 2,277— —56,838 SEC
2026-04-16Golden Arthur S.
Director
Grant/award 56— —20,564 SEC
2026-04-16Golden Margot
Director
Grant/award 21— —7,767 SEC
2026-04-16Bhutani Amanpal Singh
Director
Grant/award 81— —29,772 SEC
2026-04-16Bronstein Manuel
Director
Grant/award 49— —18,066 SEC
2026-04-16Brooke Beth A.
Director
Grant/award 54— —19,822 SEC
2026-04-16Glaser Rachel C
Director
Grant/award 92— —33,501 SEC
2026-04-16Mcandrews Brian P
Director
Grant/award 151— —57,721 SEC
2026-04-16Rogers John W Jr
Director
Grant/award 88— —52,215 SEC
2026-04-16Subramanian Anuradha B.
Director
Grant/award 26— —9,622 SEC
2026-04-16Van Dyck Rebecca
Director
Grant/award 151— —54,561 SEC

Well-known investors holding NYT (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Baillie Gifford COM2026-06-302,741,277$191.8M0.17%Reduced 6%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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