Insiders ranked by realized 90-day signed return on their open-market trades at New York Times Co. Minimum 3 scored trades. Returns are signed - a sale followed by a rally counts against the insider.
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.10pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Real-time Form 4 intelligence. Smarter insider tracking.
Flat
Net-tone change vs last year's 10-K.
MD&A
-0.14pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
failure+4
negatively+3
unauthorized+2
unpredictable+2
adversely+1
Positive rising
successfully+1
valuable+1
favorable+1
enhance+1
attractive+1
Risk Factors (Item 1A)
15,974 words
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
PART II
Market for the Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
failure+4
claims+3
infringement+3
negatively+3
retaliatory+3
Positive rising
gains+2
successfully+1
valuable+1
enhance+1
attractive+1
MD&A (Item 7)
28,887 words
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the sections titled “Item 1 — Business,” “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,” “anticipate,” “believe,” “confidence,” “contemplate,” “continue,” “,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “,” “,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to differ materially from expected and historical results include those described in “Item 1A — Risk Factors” below, as well as other risks and factors identified from time to time in our Securities and Exchange Commission (“SEC”) filings. You are not to place reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the sections titled “Item 1 — Business,” “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,” “anticipate,” “believe,” “confidence,” “contemplate,” “continue,” “conviction,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “opportunity,” “optimistic,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to differ materially from expected and historical results include those described in “Item 1A — Risk Factors” below, as well as other risks and factors identified from time to time in our Securities and Exchange Commission (“SEC”) filings. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
ITEM 1. BUSINESS
OVERVIEW
The New York Times Company and, unless the context otherwise requires, its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as the “Company,” “we,” “our” and “us.”
We are a global media organization focused on creating and distributing high-quality news and information that help our audience understand and engage with the world, and this mission has contributed to our success. We believe that The Times’s original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources and are at the heart of what makes our journalism worth paying for. The quality of our coverage has been widely recognized with many industry and peer accolades, including more Pulitzer Prizes and citations than any other news organization.
The Company includes our digital and print products and related businesses, including:
• our core news product, The New York Times (“The Times”), which is available on our mobile application, on our website (NYTimes.com) and as a printed newspaper, and associated content, such as our podcasts;
• our other interest-specific products, including The Athletic (our sports media product), Audio (our audio offering available as a separate subscription through our news app), Cooking (our recipes and cooking content product) and Games (our puzzle games product), which are available on mobile applications and websites, and Wirecutter (our product review and recommendation offering); and
• our related businesses, such as our licensing operations, our commercial printing operations and other products and services under The Times brand.
As of December 31, 2025, we had approximately 12.78 million total subscribers, more than at any point in our history.
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. Revenue information for the Company appears under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company was incorporated on August 26, 1896, under the laws of the State of New York.
THE NEW YORK TIMES COMPANY – P. 1
OUR STRATEGY
Our strategy is to be the essential subscription for curious people seeking to understand and engage with the world, which includes:
• being the world’s best general-interest news destination;
• becoming more valuable to more people by helping them make the most of their lives and engage with their passions; and
• creating a more expansive and connected product experience that makes our products indispensable.
Our current aim is to reach 15 million total subscribers by year-end 2027, up from approximately 12.78 million at the end of 2025. We believe that focusing on the following priorities will enable us to become an essential subscription for our addressable market and drive long-term, profitable growth for the Company and our stockholders.
Producing the best journalism
We believe that our original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from others and are at the heart of what makes our journalism worth paying for. The impact of our journalism and its breadth is evident as we continue to break stories, produce investigative reports and help our audience understand a wide range of topics. Producing the best journalism also makes us a more attractive destination for the talented individuals who are vital to the continued success of our business.
We seek to extend our leadership in news by continuing to focus on four major areas: providing expert beat reporting on a broad array of important subjects, offering leading coverage of breaking news, producing signature journalism projects and excelling at ideas-based commentary and criticism.
While general-interest news is and will remain our primary value proposition, we are working to build leadership positions in a handful of areas that occupy a prominent place in global culture alongside general-interest news — including sports, cooking guidance, puzzle gaming and expert shopping recommendations.
In 2026, we plan to continue investing in our journalism and remain committed to providing a multimedia report of depth, breadth, authority, creativity and excellence, produced with a focus on independence and integrity.
Growing audience and engagement with our products
Our ability to attract, retain and grow our digital subscriber base depends on the size of our audience and its sustained engagement directly with our products. We will continue to focus on reaching a large non-paying audience while also creating a subscription experience aimed at building valuable daily habits that draw people into lifelong relationships worth paying for. Central to our strategy is our offering of a high-value subscription package — or “bundle” — of interconnected digital products that helps subscribers engage with everything we offer and provides multiple reasons to engage with our products each day.
Across all of our products, we have invested in bringing readers back to our content, exposing them to more of our offerings and providing an integrated product experience. Within news, for example, our live briefings keep users up to date on the latest developments across important storylines. Our suite of email newsletters reaches the inboxes of millions globally and plays a central role in engaging potential subscribers. Our mobile applications provide users with a seamless way to experience the breadth of the products we offer.
We plan to continue to invest in engaging content and product features across our products, including video, audio and other multimedia programming and features. We see these investments as increasing the value of our bundle and contributing to our essential subscription strategy.
Growing subscribers, revenue and profit
We believe we are still in the early days of penetrating the global subscription journalism market, and we aspire to be the leader in that market. In this context, we view a large and growing subscriber base as our best lever for long-term value creation because it generates recurring consumer revenue; has the potential to generate more advertising, affiliate and other revenue opportunities; and contributes to higher marketing efficiency.
We plan to continue our emphasis on growing subscribers through our focus on promoting our bundle of interconnected products, which we believe provides the most value to our users and represents the bestopportunity
P. 2 – THE NEW YORK TIMES COMPANY
to monetize our digital products. While we aim to expose more of our subscribers to everything that we offer through the bundle, we continue to offer subscriptions to standalone products as well to attract the widest number of subscribers. We also make an ongoing effort to align our digital pricing model with users’ willingness to pay and the growing value of our products.
Revenue from premium digital advertising is an important and growing part of our business. We believe our journalism and other products attract valuable audiences and that we provide a trusted platform for advertisers’ brands. We continue to innovate advertising offerings that integrate well with the user experience, including solutions that use proprietary first-party data to help inform our clients’ advertising strategies.
We believe we can apply disciplined cost management while continuing to invest in journalism and product development in support of long-term profitable growth. We also aim to continue to maximize the efficiency and profitability of our print products and services, which remain a significant part of our business.
Using technology and data to propel our growth
Achieving our ambition will require products and technology that match the quality of our journalism. Over the past several years, we have invested substantially in the back-end technology and underlying capabilities that enrich the digital experience for users and empower our journalists and business operators. In 2026, we plan to continue prioritizing these areas, with a focus on strengthening our data management infrastructure, enhancing the platforms that power our multiproduct digital bundle, and advancing machine-learning and artificial intelligence (“AI”) applications across our business. We have already seen and expect to see further benefits from these investments as they help us better engage, habituate, convert and retain more subscribers.
THE NEW YORK TIMES COMPANY – P. 3
PRODUCTS
The Company’s principal business consists of distributing content through our digital and print platforms. In addition, we distribute selected content on third-party platforms.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), The Athletic and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products. Digital subscriptions can be purchased by individual consumers or as part of group education or group corporate subscriptions. Individual consumers can subscribe to our products directly or through third-party app stores operated by Apple and Alphabet.
Our access model for our digital products generally offers users who have registered free access to a limited amount of content before requiring users to subscribe for access to additional content. We also make some of our content free as a way to generate large audiences that we monetize through advertising revenue, affiliate revenue or by eventually converting them into subscribers; this includes Wordle and Connections (daily digital word games) and portions of our audio and video journalism (which is distributed both on our digital platforms and on third-party platforms), Wirecutter content and Cooking content. We have made and may in the future make the choice at times to suspend limits on registered users’ free access to particularly important news coverage.
The Times’s print newspaper, which commenced publication in 1851, is published seven days a week in the United States. The Times also has an international edition of our print newspaper that is tailored for global audiences and is the successor to the International Herald Tribune, which commenced publication in Paris in 1887. Our print newspapers are sold in the United States and around the world through individual home-delivery subscriptions, bulk subscriptions (primarily by schools and hotels) and single-copy sales. Print home-delivery subscribers are entitled to receive free access to our digital news product, The Athletic, and our Audio, Cooking, Games and Wirecutter products.
SUBSCRIBERS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 31, 2025, we had approximately 12.78 million subscribers across 234 countries and territories.
Paid digital-only subscribers totaled approximately 12.21 million as of December 31, 2025. This includes subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products. International subscribers with a paid digital-only subscription represented approximately 26% of our total digital-only subscriptions as of December 31, 2025.
The number of paid digital-only subscribers also includes estimated group corporate and group education subscriptions. The number of paid group subscribers is derived using the value of the relevant contract and a discounted subscription rate. The actual number of users who have access to our products through group sales is substantially higher.
In addition, the number of paid digital-only subscribers also includes estimated family subscriptions. Each family subscription is priced higher than a comparable individual subscription, and the number of paid family subscribers is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions.
Our overall audience is orders of magnitude larger than our subscriber base, and comprises users who engage with our content on our own site and apps, as well as external platforms. This broad audience base serves as a vital engine for the growth of our subscription business, and provides an attractive offering for our advertising partners. By maintaining a reach that extends beyond paid relationships, we bolster the mission of our journalism and the long-term health of our business.
In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period ended September 30, 2025, according to data collected by the Alliance for Audited Media, an independent agency that audits circulation of most U.S. newspapers and magazines.
P. 4 – THE NEW YORK TIMES COMPANY
ADVERTISING
We offer a comprehensive portfolio of advertising products and services principally to 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.
Our digital advertising offerings include solutions that use proprietary first-party data to generate predictive insights and help inform our clients’ advertising strategies. Digital advertising includes revenue from display (which includes website and mobile applications), audio, email and video advertisements that 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. In 2025, digital advertising represented approximately 73% of our advertising revenues.
Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts. In 2025, print advertising represented approximately 27% of our advertising revenues.
Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising.
AFFILIATE, LICENSING AND OTHER REVENUES
We also derive revenue from other activities, which primarily include:
• The Company’s licensing of our intellectual property. We license content to digital aggregators in the business, professional, academic and library markets, in addition to licensing content to third-party digital platforms for access by their users and for other purposes. As part of our news and syndication services, we license articles, graphics and photographs both directly and through third-party sellers to a wide variety of clients, including newspapers, magazines, websites and other corporations. We also license content for use in television, films and books; provide rights to reprint articles; and create and sell news digests based on our content;
• Our Wirecutter product’s affiliate referrals (which generate revenue by offering direct links to merchants in exchange for a portion of the sale price upon completion of a transaction); and
• The Company’s commercial printing operations, which utilize excess capacity at our facility in College Point, N.Y., to print and distribute products for third parties.
Our affiliate referral revenue is affected in part by seasonal patterns in consumer spending, with generally higher affiliate referral revenue in the fourth quarter due to higher consumer spending.
THE NEW YORK TIMES COMPANY – P. 5
COMPETITION
We operate in a highly competitive environment subject to rapid and, at times, unpredictable change and face significant competition in all aspects of our business. We compete for audience, subscribers, advertising and licensees against a wide variety of companies, including content creators, providers and distributors; news aggregators; search engines; social media platforms; streaming services; and AI companies, certain of which have attracted and any of which may further attract audiences, subscribers, advertisers and/or licensees to their platforms and away from ours. Our news and lifestyle products compete for audience, subscriptions, advertising, affiliate referrals and licensees with other providers of U.S. and global news and lifestyle information, from companies such as The Wall Street Journal, The Washington Post, CNN, BBC News, The Guardian, Financial Times, ESPN and other general interest and vertical media; and with customized news feeds, news aggregators, social media products, chatbots and other products and tools powered by generative AI, from companies such as Apple, Alphabet, ByteDance, Meta Platforms, Microsoft, OpenAI, Perplexity and X. In addition, we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.
Competition for subscription revenue and audience is generally based upon content format and breadth, depth, originality, quality, relevance and timeliness; reputation and brand strength; product experience; visibility on search engines and social media platforms and in mobile app stores and the extent to which these direct traffic to our digital properties; and our subscription plans, pricing and content access models. Competition for advertising revenue is generally based upon the content and format of our products; audience levels, engagement and demographics; advertising rates; targeting capabilities; results observed by advertisers; and perceived effectiveness of advertising offerings. We believe that our original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from others and are at the heart of what makes our journalism worth paying for, and we believe our journalism attracts valuable audiences and provides a safe and trusted platform for advertisers’ brands.
PRINT PRODUCTION AND DISTRIBUTION
The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as under contract at 20 remote print sites across the United States. We also utilize excess capacity at our College Point facility for commercial printing and distribution for third parties. The Times is delivered in the New York metropolitan area through a combination of our own drivers and agreements with other newspapers and third-party delivery agents. In other markets in the United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.
The international edition of The Times is printed under contract at 22 sites throughout the world and is sold in approximately 65 countries and territories. It is distributed through agreements with other newspapers and third-party delivery agents.
The primary raw materials we use are newsprint and coated paper, which we purchase from a number of North American and European producers. A significant portion of our newsprint is purchased from Domtar Corporation, a large global manufacturer and distributor of paper, market pulp and wood products.
In 2025 and 2024, we used the following types and quantities of paper:
(In metric tons)
Newsprint (1)
Coated and Supercalendered Paper (2)
(1) Newsprint usage includes paper used for commercial printing.
(2) We use a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York Times Style Magazine.
P. 6 – THE NEW YORK TIMES COMPANY
HUMAN CAPITAL
By acting in accordance with our mission and our values — independence, integrity, curiosity, respect, collaboration and excellence — we serve our readers and society, ensure the continued strength of our journalism and business, and foster a healthy and vibrant Times culture.
The employees who make up our workplace are vital to the continued success of our mission and business and central to our long-term strategy. In order to attract, retain and maximize the contributions of a highly talented workforce from a diversity of backgrounds, we aim to: foster a culture that enables our mission, business and people to thrive; develop talent; provide equitable and competitive compensation and benefits (total rewards); and support employees’ health, safety and well-being.
Our Board of Directors (the “Board”) reviews and discusses with management a wide range of human capital management matters, including succession planning, talent development and workplace culture. In addition, the Compensation Committee of the Board oversees matters related to human capital management.
As of December 31, 2025, we had approximately 6,000 full-time equivalent employees, which includes more than 3,000 involved in our journalism operations. While we have employees located throughout the world, they are primarily located in the United States.
Maintaining an inclusive workplace culture where everyone can do their best work
We work to support a diverse staff, equitable systems and an inclusive workplace in a variety of ways.
• Promote a culture that aligns with our values. This includes setting and communicating clear expectations for our employees on how to approach their work and engage with, manage and lead each other, as well as a rigorous and transparent process for investigating workplace complaints and concerns. We have teams that work to ensure that our commitment to an equitable workplace is reflected in our employee programs and processes.
• Attract and grow talent. We seek to continuously improve our talent programs and practices to attract, develop and retain the best possible talent, including building candidate pools and pipelines that reflect diverse backgrounds and experiences, using inclusive and accessible job descriptions and focusing on consistent and fair processes.
• Offer opportunities for colleagues to connect. We have a wide range of communities that help colleagues create a sense of belonging with each other and within the Company; allow space for shared experiences and interests; connect with executive sponsors; and receive mentoring, career development and volunteering opportunities.
• Publish our demographics. Each year, we release data on the composition of our U.S.-based staff. Our reporting currently can be found at www.nytco.com/our-culture/. The contents of these reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
Developing talent
We recognize the importance of creating opportunities for employees to develop and succeed at every level.
Identifying and putting in place effective executive leadership is critically important to our success. Our Board of Directors works with senior management to ensure that plans are in place for both short- and long-term executive succession. The Board conducts an annual detailed review of the Company’s leadership pipeline and succession plans for key senior leadership roles.
We value ongoing development and continuous learning throughout the organization. We strive to support and provide enriching opportunities to our employees, including through a range of training, professional development resources, and programs such as our employee mentorship program. We also continue to work to further elevate how we lead, manage and promote people, including bolstering feedback, support and performance enablement systems. We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in areas such as career development, manager performance and culture.
THE NEW YORK TIMES COMPANY – P. 7
Providing equitable and competitive total rewards
We offer comprehensive total rewards, which are designed to meet the needs of our current and future employees; support the Company’s strategic goals, mission and values; drive a high-performance culture; and offer competitive and equitable pay. In line with our business goals, our total rewards philosophy links compensation to performance. Every two years — most recently in 2025 — we perform a pay-equity study, an in-depth review of our compensation practices conducted with an outside expert to identify, assess and address any inconsistencies in pay for similarly situated employees. We offer comprehensive benefits to eligible employees and their dependents, including defined contribution/retirement (401(k)) plans with a company match, as well as an employee stock purchase program, which provides eligible employees the opportunity to purchase our Class A Common Stock at a discount.
Supporting employees’ health, safety and well-being
Our employees’ well-being is vital to our success, and their physical, mental and financial health are top priorities. We have invested in a variety of programs based on region that help support their day-to-day wellness needs and goals, including, but not limited to, health benefits, family building support, access to licensed professional counselors (including therapists trained in journalist occupational culture, stressors and resilience factors), health coaching and advocacy services, fitness resources, child and elder care, financial wellness programs, work/life support resources and more.
Collective bargaining agreements
Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2025. Some of our unions are seeking to include additional employees in their units, including employees from The Athletic. The following is a list of our collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates. In addition, approximately 24 of our employees at The Athletic formed a union in Canada in 2025, and we are in the process of negotiating an initial collective bargaining agreement with those employees. As indicated below, our collective bargaining agreement with The New York Times Guild, under which approximately 23% of our full-time equivalent employees are covered, will expire on February 28, 2026. Collective bargaining agreements with the Drivers’ Union, the PaperHandlers’ Union, the Stereotypers’ Union and the Machinists’ Union under which approximately 3% of our full-time equivalent employees are covered, will expire on March 30, 2026. Negotiations for new contracts are ongoing. We cannot predict the timing or outcome of these negotiations.
Category
Expiration Date
The New York Times Guild
February 28, 2026
Drivers
March 30, 2026
Machinists
March 30, 2026
Paperhandlers
March 30, 2026
Stereotypers
March 30, 2026
Voice Actors
October 31, 2026
Wirecutter
February 28, 2027
Mailers
March 30, 2027
The New York Times Tech Guild
February 29, 2028
Pressmen
March 30, 2030
Typographers
March 30, 2030
P. 8 – THE NEW YORK TIMES COMPANY
AVAILABLE INFORMATION
We maintain a corporate website at http://www.nytco.com, and we encourage investors and other interested persons to use it as a way of easily finding information about us. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders, are made available, free of charge, on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. In addition, we may periodically make announcements or disclose important information for investors on this website, including press releases or news regarding our financial performance and other items that may be material or of interest to our investors. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on this website. We have included our website addresses throughout this report as inactive textual references only. The information contained on the websites referenced herein is not incorporated into this filing.
THE NEW YORK TIMES COMPANY – P. 9
ITEM 1A. RISK FACTORS
This section highlights specific risks that could affect us and our 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.
Risks Related to Our Business and Industry
We face significant competition in all aspects of our business.
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, licensing and affiliate referral revenues. Our competitors include content creators, providers and distributors; news aggregators; search engines; social media platforms; streaming services; and AI companies. Competition among these entities is robust, and new competitors can quickly emerge and have in recent years.
Our ability to compete effectively depends on many factors within and beyond our control. These factors include:
• our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;
• our ability to sustain and grow audience engagement with our products;
• our reputation and brand strength relative to those of our competitors;
• the popularity, usefulness, ease of use, format, performance, reliability and value of our products;
• our ability to develop, maintain and monetize our products;
• our products’ pricing and subscription plans and our content access models;
• 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;
• 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);
• our ability to reach new users in the United States and abroad;
• our ability to effectively protect our intellectual property, including from unauthorized use by AI developers in ways that harm our brand and promote the spread of misinformation, and to monetize it;
• our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors;
• our ability to attract, develop, engage and retain talented employees who are in high demand;
• our ability to provide advertisers with a compelling return on their investments; and
• our ability to manage and grow our business in a cost-effective manner.
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.
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
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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.
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.
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.
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, 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.
Our ability to attract and grow our digital subscriber base depends on the size of our audience and its engagement directly with our journalism and 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; 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; public sentiment about independent journalism and our brands and products; and the free access we provide to our content, among other factors.
The size and engagement of our audience also depends on our ability to successfully manage changes implemented by search engines; social, video, AI and other media platforms; and operating systems and changes in the digital information ecosystem, including related to generative AI, that affect the visibility and display of, and traffic to, our content. The visibility and display of and traffic to our content depend in part on referrals from third-party platforms that direct consumers to our content. The ongoing shift in the digital landscape to contained ecosystems has adversely impacted, and we expect will continue to adversely impact, our online traffic and audience. Additionally, any failure by us to successfully manage and adapt to changes in third-party algorithms could significantly decrease the visibility of our products within those sources and audience engagement directly with us.
Consumers’ willingness to subscribe to our products may depend on a variety of factors, including our subscription plans and pricing, the perceived differentiated value of being a subscriber, consumers’ discretionary spending habits, and our marketing expenditures and effectiveness, as well as the factors described above that impact the size and engagement of our audience and other factors within and outside our control. Our continued subscriber growth will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing, marketing and payment processing systems for increasing numbers of subscribers. As we increase the size of our subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.
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; 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 payment industry standards or in state, federal and international regulations related to renewal and cancellation notice requirements; 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.
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 models with users’ willingness to pay and the growing value of our products. We may continue to implement changes in our pricing, subscription plans or pricing models that may be affected by changes in consumer willingness to pay and/or changes in the regulatory
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environment, which could have an adverse impact on our ability to grow subscribers, subscription revenues and profitability.
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 digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.
Our ability to attract, retain and monetize a significant portion of our users and our ability to maintain and grow our licensing revenues are dependent on third parties over which we do not have control. Actions or changes by these third parties could adversely affect our business, financial condition and results of operations.
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 apps on operating systems run by Apple and 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; the ineffective monetization of products and/or other missedopportunities; 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.
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.
Our user and other metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and our business.
We track certain metrics, such as subscribers and average revenue per subscriber (which we refer to as “average revenue per user” or “ARPU”). 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, which we treat as multiple subscribers, as well as individual subscriptions that are used by more than one person. The complex systems, processes and methodologies used to measure these metrics require significant effort, judgment and design inputs, and are susceptible to 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 through which some of our subscribers purchase their 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.
Inaccuracies or limitations in these metrics may affect our understanding of certain details of our business, which could result in suboptimal business decisions and/or affect our longer-term strategies. In addition, we are continually seeking to improve our estimates of these metrics, which requires continued investment, and, as our tools and methodologies for measuring these metrics evolve, there may be unexpected changes to our metrics. Real or perceived inaccuracies in our reported metrics could harm our reputation and/or subject us to legal or regulatory actions and/or adversely affect our operating and financial results.
Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising trends and the evolution of our strategy.
We derive substantial revenues from the sale of advertising in our products. Our advertising revenues are sensitive to the fluctuation of advertiser budgets 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 deliver valuable and effective advertising offerings. In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our products; size, demographics and engagement of our audience; potential adjacency to news or specific news topics; public sentiment about our brands; our advertising rates; the format of advertising we offer; our targeting capabilities; the results observed by
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advertisers; the ease of buying advertising with us; and the perceived effectiveness of our advertising offerings compared to alternative advertising options.
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. While we are investing in these formats, our current and future offerings may not be able to compete effectively. The remaining market is subject to significant competition among publishers and other content 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.
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.
The evolving standards for delivery of digital advertising includes a shift toward products and surfaces that 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 reduced browser support for third-party cookies, rapidly evolving privacy regulations and platform requirements providing for additional consumer rights) and may be 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.
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 changes in traffic and yield among these platforms, this could adversely affect our advertising revenues.
Although print advertising revenue represents a significant portion of our total advertising revenue, our revenues from print advertising continue to decline over time and we do not expect this trend to reverse. Print advertising revenue may decline more quickly than we anticipate, which could create additional pressure on our profitability.
Investments we make in new and existing products and services expose us to risks and challenges that could adversely affect our operations and profitability.
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.
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
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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.
Our brand and reputation are key assets. Negative perceptions or publicity could adversely affect our business, financial condition and results of operations.
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 the decline in the perceived value of independent journalism and 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 and changes in the information ecosystem. Our brand and reputation could also be adversely impacted by negativeclaims or publicity regarding the Company or its operations, products, services, employees, practices or business affiliates (including advertisers), as well as our potential inability to adequately respond to such negativeclaims 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. 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.
Generative AI technology has negatively impacted, 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 our reputation and trust in our brand; and may involve other risks.
Continued rapid development in generative AI technology has impacted and may significantly alter the market for our products and services. Certain AI products are powered by models that have been trained or grounded on our content, and/or are able to retrieve and display output that contains, is similar to, is derived from, or purports to be our content, without our permission, fair compensation, proper attribution or referrals to our digital properties. These products have adversely impacted, and we expect will continue to adversely impact, our traffic; audience size; current and potential subscriber, advertiser and licensee demand; and 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.
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 will 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 laws and regulations in this area could impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it. We have filed lawsuits that include claims related to the unlawful and unauthorized copying and use of our content. See “Item 3 — Legal Proceedings” for additional information. There can be no assurance that we will be successful in these lawsuits, or in preventing other companies from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.
We also use generative AI tools that may give rise to risks under intellectual property, 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 any 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. Identifying, assessing and mitigating the risks associated with generative AI requires ongoing investments in governance, technology, compliance and training, and we may not be
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able to prevent all unintended or 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.
Our business and financial results may be adversely impacted by economic, market and political conditions or other events or conditions causing significant disruption.
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 and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive talent 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.
Furthermore, if consumers reduce discretionary spending, our ability to acquire and retain paying subscribers may be hindered. Users may shift to free or lower-priced options, adversely impacting our subscription and affiliate referral revenues.
Our costs, particularly employee-related, printing and distribution expenses, have been and may continue to be impacted by inflation and rising price levels. Inflation and market volatility may also adversely impact our investment portfolio and our pension 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 workplace trends.
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 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.
The future impact that such events or conditions will have on our business, operations and financial results is uncertain and will depend on 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.
The international scope of our business exposes us to risks inherent in foreign operations.
We have locations and staff around the world, and our products are generally offered globally. We are focused on expanding the international scope of our business and face the inherent risks associated with doing business globally, including:
• laws, regulations, policies or other governmental actions that impact our operations and business, including restrictions on access to our content and products; the barring, expulsion or detention of journalists or other employees; or other restrictive or retaliatory actions or behavior;
• effectively staffing and managing foreign operations;
• providing for the health and safety of our journalists and other employees and affiliates;
• potential legal, political or social uncertainty and volatility or catastrophic events, including wars and terrorist events, that could restrict our journalists’ travel or otherwise adversely impact our operations and business and/or those of the companies with which we do business;
• protecting and enforcing our intellectual property and other rights under varying legal regimes;
• complying with generally applicable laws and regulations, including those governing intellectual property; defamation; publishing certain types of information; labor, employment and immigration; tax; payment processing; privacy; data protection; consumer marketing and subscriptions practices; and U.S. and foreign anticorruption laws and economic sanctions;
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• restrictions on the ability of U.S. companies to do business in foreign countries, including restrictions on foreign ownership, foreign investment or repatriation of funds;
• higher-than-anticipated costs of entry; and
• currency exchange rate fluctuations.
Adverse developments in any of these areas could have an adverse impact on our business, financial condition and results of operations. For example, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.
Significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a significant increase in the costs to print and distribute our newspaper, would have an adverse effect on our operating results.
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 partners across the United States and internationally.
Our production and distribution facility and our print partners rely on suppliers for newsprint. The price of newsprint has historically been volatile, and its cost and availability has been affected by various factors, including supply chain disruptions (including as a result of natural disasters and fires) and conversion to paper grades other than newsprint, and may be affected by other disruptions that may affect production or deliveries of newsprint, including transportation issues, labor shortages or unrest and higher tariffs. A significant increase in newsprint prices or a significant disruption in our or our partners’ newsprint supply chain would adversely affect our operating results.
Financial pressures, newspaper industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances may affect our print and distribution partners. These circumstances could lead to reduced operations, consolidations or closures of print sites, newsprint mills or distribution routes. Such developments may increase our printing and distribution costs, decrease revenues if printing and distribution are disrupted or negatively impact the quality of our printing and distribution. Some of our print and distribution partners have reduced their geographic scope or printing frequency, and others may take similar steps. These changes to our partners’ options affect our ability to print and distribute our newspaper and can adversely affect our operating results.
Significant disruptions in our newsprint supply chain or printing and distribution channels, or a significant increase in associated costs could adversely affect our reputation and/or operating results. As print subscriptions decline for us and the broader industry, our and our vendors’ fixed costs are spread over fewer paper copies. We have been and may continue to be unable to fully offset these increasing per-unit costs through price increases, and our operating results may be adversely affected.
Expectations relating to governance, environmental and social matters, and any related reporting obligations, may impact our business.
U.S., state and international regulators, investors and other stakeholders continue to focus on governance, environmental and social matters. Domestic and international laws and regulations relating to these matters, including human capital management, environmental sustainability and climate change, privacy and cybersecurity, are under consideration, have recently been adopted or are currently being challenged or debated.
Compliance with any applicable laws and regulations relating to environmental matters 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.
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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. While many of the laws in these areas introduced in the last few years have been designed to promote more robust transparency and enhance resilience, laws, regulations and administrative actions have also been proposed and implemented to 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.
Acquisitions, divestitures, investments and other strategic transactions could adversely affect our costs, revenues, profitability and financial position.
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.
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 unanticipatedproblems and liabilities.
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.
In addition, we have divested and may in the future divest certain assets or businesses that no longer fit within our strategic direction or growth targets. Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.
Finally, we have made minority investments in companies, and we may make similar investments in the future. Such investments subject us to the operating and financial risks of these businesses and to the risk that we do not have sole control over the operations of these businesses. Our investments are generally illiquid, and the absence of a market may inhibit our ability to dispose of them. In addition, to the extent the book value of an investment exceeds its fair value, we are required to recognize an impairment charge related to the investment.
Litigation or governmental investigations can impact our business practices and operating results.
From time to time, we are party to litigation, including matters relating to allegeddefamation, consumer class actions and labor and employment-related matters, as well as regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Public figures who are the subjects of news reporting have in certain instances become more active pursuing defamation and/or libel lawsuits against media outlets. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as it is presently being conducted. In addition, regardless of merit or outcome, such proceedings can have an adverse impact as a result of legal costs, diversion of the attention of management and other personnel, harm to our reputation, and other factors.
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Risks Related to Intellectual Property
Our business may suffer if we cannot protect our intellectual property.
Our business depends on our intellectual property, including our valuable trademarks, copyrighted content and internally developed technology. We believe the protection and monetization of our proprietary trademarks, copyrighted content and patented technology, as well as other intellectual property, is critical to our continued success and maintaining our competitive position.
Our ability to protect and monetize our intellectual property is subject to the protections available under intellectual property laws in the United States and other applicable jurisdictions. Governmental authorities may enact new laws, or urge interpretations of existing laws, that limit our intellectual property rights, including in relation to the unauthorized use of our content by third parties, which may negatively impact our ability to protect and generate revenue from our intellectual property.
Advancements in technology, including advancements in generative AI technology, have made widescale, systematic unauthorized copying and exploitation of unlicensed content easier, including by anonymous foreign actors. At the same time, intellectual property protection and enforcement have become more costly and challenging, in part due to the increasing volume and sophistication of attempts at unauthorized use of our intellectual property. A growing number of unauthorized third parties, including AI companies that compete with us for audience and revenue, have unlawfullymisappropriated, and are likely to continue to unlawfullymisappropriate, our brand, content, technology and other intellectual property, and the measures we take to protect and enforce our proprietary rights may not be sufficient to fully address or prevent all third-party infringement.
We are currently engaged in lawsuits to enforce our intellectual property rights, and we may engage in additional litigation in the future. Such litigation has been and may continue to be costly and time-consuming. See “Item 3 — Legal Proceedings” for additional information.
If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full value of our assets, our business and profitability may suffer, and our brand may be tarnished by misuse of our intellectual property.
We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely affect our business.
We periodically receive claims from third parties allegingviolations of their intellectual property rights. As we publish more content in a variety of media both on and off our platforms, the risks of receiving these claims increases. Defendingagainst intellectual property infringementclaims can be time consuming, expensive to litigate and/or settle, and a diversion of management and newsroom attention. In addition, litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.
If we are unsuccessful in defendingagainst third-party intellectual property infringementclaims, these claims may require us to enter into royalty or licensing agreements on unfavorable terms, alter how we present content to our users, alter certain of our operations and/or otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business. For claimsagainst us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable.
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Risks Related to Our Data Platform, Information Systems and Other Technology
Our success depends on our ability to effectively improve and scale our technical and data infrastructure.
Our ability to attract, retain, monetize and protect our users is dependent upon the reliable performance and increasing capabilities of our products and our underlying technical and data infrastructure. As our business continues to grow in size, scope and complexity, and as legal requirements and consumer expectations continue to evolve, we must continue to invest significant resources to maintain, improve, upgrade, scale and protect our products and technical and data infrastructure, including some legacy systems. Our failure to do so effectively, or any significant disruption in our service or adverse impact on user experience, could damage our reputation, result in a potential loss of users or ineffective monetization of products or other missedopportunities, subject us to fines and civil liability and/or adversely affect our financial results.
As we periodically augment and enhance our financial systems, we may experience disruptions or difficulties that could adversely affect our operations, the management of our finances and the effectiveness of our internal control over financial reporting, which in turn may negatively impact our ability to manage our business and to accurately forecast and report our results, which could harm our business.
Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively, cause us to incur significant costs, subject us to significant liability and/or damage our reputation.
Our operations depend on our ability to protect our information systems againstinterruption, breach or other damage. Our systems store and process confidential subscriber, user, employee and other sensitive personal and Company data. In addition, we rely on the technology, systems and services provided by third-party vendors (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery, administrative functions (including payroll processing and certain finance and accounting functions) and other operations.
We regularly face attempts to breach our security and compromise our information technology systems from a broad range of actors. These actors, whether internal or external to the Company, use a blend of technology and social engineering techniques (including denial of service attacks, ransomware, phishing or business email compromise attempts intended to induce our employees, business affiliates and users to disclose information or unwittingly provide access to systems or data, and other techniques) to disrupt service, exfiltrate data or otherwise interfere with our business. Information security threats are constantly evolving in sophistication and volume and attackers are using generative AI and machine learning to launch more automated, targeted, sophisticated and coordinated attacks against targets, increasing the difficulty of detecting and successfullydefendingagainst them. A successfulbreach could occur and persist for an extended period of time before being detected. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of factors such as the high-profile nature of our business operations and the various jurisdictions in which we and our third-party providers operate; the use of generative AI tools; remote and hybrid working; employee use of personal devices, which may not have the same level of protection as Company devices and networks; and use of legacy software systems. Cybersecurity vulnerabilities can also arise from human error, fraud or malice on the part of our employees, other insiders or third parties, or from technology or product enhancements or the migration of information and data to new technology platforms, systems or applications. From time to time, we experience security incidents and other network and information systems disruptions. To date, no incidents have had a material adverse effect on our business, financial condition or results of operations. However, there is no assurance that incidents or disruptions will not have a material adverse effect in the future. There is also no guarantee that a series of related issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence.
In addition, our systems, and those of the third parties with which we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of power, systems or connectivity outages; natural disasters (including increased storm severity and flooding); fires; human error, fraud or malice; public health conditions; acts of terrorism; or other similar events.
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We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resilience of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors. These efforts are expensive to develop, implement and maintain; require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated; and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to respond to and recover from a security incident and/or to mitigate any security vulnerabilities that may be identified in the future could be significant. Additionally, any contractual protections with our third-party vendors, including our right to indemnification, if any at all, may be limited or insufficient to prevent a negative impact on our business from a security incident.
There can also be no assurance that the actions, measures and controls we have implemented will be effective or that they will be sufficient to prevent a future security incident or other disruption, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services; improper access, use, alteration or disclosure of personal data or other confidential information; loss of information; or theft or misuse of our intellectual property. In addition, if we experience or are perceived to experience a security incident, or are perceived to fail to respond appropriately to any security incident that we may experience, it could divert management’s attention; require us to expend resources to investigate, respond to and recover from such a security incident or defendagainst further attacks; subject us to litigation, regulatory or other government inquiries or investigations and/or liability; harm our reputation; or otherwise adversely affect our business, financial condition or results of operations.
While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover losses related to any future incidents involving our data or systems, and we cannot be certain our insurance coverage will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim.
Failure to comply with evolving laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business.
Our business is subject to various laws and regulations in the U.S. and abroad with respect to the processing, privacy and security of personal data, as well as our consumer marketing and subscriptions practices. These laws and regulations, and how they are interpreted by authorities, differ across jurisdictions and continue to evolve and expand.
Various state, federal and international laws and regulations govern the processing, privacy and security of the data we receive from and about individuals. Failure to protect personal data in accordance with these requirements, provide individuals with notice of our privacy policies, respond to consumer rights requests or obtain required valid consent where applicable, for example, could subject us to liability.
In addition, various laws and regulations govern the manner in which we market our subscription products, including with respect to pricing, billing, automatic renewals and cancellations. These laws, as well as any changes in these laws or how they are interpreted, could adversely affect our ability to attract and retain subscribers and the rate with which consumers cancel subscriptions.
There has been increasing focus on and regulatory scrutiny related to laws and regulations governing privacy, data protection, consumer marketing and subscriptions practices. Existing and new laws and regulations in these areas impose obligations that affect our business; place increasing demands on our technical infrastructure and resources; require us to incur increased compliance costs; and cause us to further adjust our advertising, marketing, security or other business practices. For example, we continue to work on several significant privacy engineering projects to centralize and enhance our privacy compliance capabilities. As we continue these projects, we may experience disruptions or difficulties that could adversely affect our business.
Any failure, or perceived failure, by us or the third parties upon which we rely to comply with laws and regulations that govern our business operations and/or our policies, could expose us to penalties and/or civil or criminal liability and result in claimsagainst us by governmental entities, classes of litigants or others, regulatory inquiries, negative publicity and a loss of confidence in us by our users and advertisers. Each of these consequences could adversely affect our business and results of operations. From time to time, we are party to litigation and
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regulatory inquiry relating to these laws, and in some instances we have made and may continue to make settlement payments to resolve these.
We are subject to payment processing risk.
We accept payments through third parties using a variety of different payment methods, including credit and debit cards and direct debit, as well as alternative payment methods such as PayPal. We rely on third parties’ and our own internal systems to process payments. Acceptance and processing of these payment methods are subject to differing certifications, rules, regulations, industry standards and laws, including across geographies, concerning subscriptions, billing and automatic renewals, which continue to evolve, and require payment of interchange and other transaction fees. To the extent there are increases in payment processing fees; disruptions in our or third-party payment processing systems; errors in charges made to subscribers; material changes in the payment ecosystem such as large reissuances of payment cards by credit card issuers and the introduction of new subscription management tools; or significant changes to certifications, rules, regulations, industry standards or laws concerning payment processing, our ability to accept payments or retain subscribers could be hindered, we could experience increased costs, and we could be subject to fines and civil liability, which could harm our reputation and adversely impact our revenues, operating expenses and/or results of operations.
In addition, we have experienced, and from time to time may continue to experience, fraudulent use of payment methods. If we are unable to adequately control and manage this practice, it could result in inaccurately inflated subscriber figures used for internal planning purposes and public reporting, which could adversely affect our ability to manage our business and harm our reputation. If we are unable to maintain our fraud and chargeback rate at acceptable levels, our card approval rate may be impacted, and card networks could impose fines and additional card authentication requirements or terminate our ability to process payments, which would impact our business and results of operations as well as result in negative consumer perceptions of our brand. We must periodically assess our fraudprevention measures as fraudulent schemes become more sophisticated. These measures may add friction to our subscription processes, which could adversely affect our ability to add and retain subscribers.
The termination of our ability to accept payments on any major payment method would significantly impair our ability to operate our business, including our ability to add and retain subscribers and collect subscription and advertising revenues, and would adversely affect our business, financial condition or results of operations.
Our business depends on continued and unimpeded access to the internet and cloud-based hosting services we utilize.
We currently utilize third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing, storage and bandwidth needs. Any interruptions to these services could result in interruptions in service to our subscribers, users, advertisers and/or our critical business functions, notwithstanding business continuity or disaster recovery plans or agreements that may currently be in place with these providers. This could result in unanticipateddowntime and/or harm to our operations or reputation, or otherwise adversely affect our business, financial condition or results of operations. A transition of these services to different cloud providers would be difficult, time consuming and costly to implement. In addition, if hosting costs increase over time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase disproportionately.
In addition, if we or our subscribers, users or advertisers experience disruptions in internet service or if internet service providers block, degrade or charge for access to our content, it could decrease the demand for, or the usage of, our content and products, increase our cost of doing business and adversely affect our business, financial condition or operating results.
Risks Related to Our Employees and Pension Obligations
If we are unable to attract and maintain a highly talented workforce, it could have a negative impact on our competitive position, reputation, business, financial condition or results of operations.
Our ability to attract, develop, retain and maximize the contributions of highly talented individuals of diverse backgrounds, experiences and skills, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy. We compete with a wide array of companies for talent. Competitors, especially those with greater resources than we have, may offer compensation and benefits packages that are perceived to be better than ours. As a result, we may incur significant costs to attract and retain
THE NEW YORK TIMES COMPANY – P. 21
employees, and we may lose talent through attrition and/or be unable to hire new employees quickly enough to meet our needs.
Our continued ability to attract and retain highly skilled talent depends on many factors, including the compensation, benefits and career development opportunities that we provide; our reputation; and our workplace culture. Our employee-related costs have grown in recent years, including as a result of a competitive talent market and 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, our ability to recruit and retain 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. We may be criticized for steps taken or not taken, or any failure or perceived failure, by us to comply with such laws and regulations or meet expectations, which may negatively impact our reputation, cause us reputational harm and adversely impact our ability to attract and retain employees. In addition, any such failure or perceived failure may result in heightened scrutiny, penalties, fines, litigation or regulatory proceedings.
If we were unable to attract and retain a highly talented workforce, it would disrupt our operations; would impact our competitive position and reputation; and could adversely affect our business, financial condition or results of operations. Effective succession planning is also important to our long-term success, and a failure to effectively ensure the transfer of knowledge and to train and integrate new employees could hinder our strategic planning and execution.
A significant number of our employees are represented by labor organizations, and our business and results of operations could be adversely affected if labor agreements were to increase our costs or further restrict our ability to maximize the efficiency of our operations.
Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2025. Some of our unions are seeking to include additional employees in their units, including employees from The Athletic. Because we are required to negotiate the wages, benefits and other terms and conditions of employment with these unionized employees collectively, further unionization or unsuccessful negotiations to renew expiring agreements could result in higher labor costs. Labor unrest, including strikes, work slowdowns/stoppages or organizing campaigns, has resulted in, and may continue to result in negative publicity, management distraction and business interruptions. Such actions can adversely impact our reputation and talent recruitment and retention, as well as increase costs and impair our ability to produce and deliver our products. If we are unable to enter into new collective bargaining agreements or renew collective bargaining agreements on favorable terms, our costs may increase and we may be further restricted from changing our strategy, maximizing the efficiency of our operations (including our ability to make adjustments to control compensation and benefits costs) or otherwise adapting to changing business needs. As a result, our business and results could be adversely affected.
The nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations.
Our main operating costs are employee-related costs, which have been increasing in recent years, are sensitive to inflationary pressures, and are likely to continue increasing. Our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements and constrained by labor market conditions, and therefore our employee-related costs may not decrease proportionately with revenues if revenues were to decline. Furthermore, as print-related revenues decline, we cannot always make proportional reductions in the costs associated with the printing and distribution of our newspaper and our commercial printing business. If we were unable to implement cost-control efforts effectively or reduce our operating costs sufficiently in response to a decline in our revenues, our profitability would be adversely affected. Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues.
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The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and liquidity.
We sponsor a frozen single-employer defined benefit pension plan. Although we have frozen participation and benefits under this plan and have taken other steps to reduce the size and volatility of our pension plan obligations, our results of operations will be affected by the amount of income or expense we record for and the contributions we are required to make to this plan.
In addition, we and the NewsGuild of New York (the “Guild”) jointly sponsor a defined benefit plan that continues to accrue active benefits for certain employees represented by the Guild.
We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing such plans. Although as of December 31, 2025, our qualified defined benefit pension plans had plan assets that were approximately $76 million above the present value of future benefit obligations, our obligation to make additional contributions to our plans, and the timing of any such contributions, depends on a number of factors, many of which are beyond our control. These include legislative changes; demographic changes and assumptions about mortality; and economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and debt markets, which impact discount rates and returns on plan assets.
As a result of required contributions to our qualified pension plans, we may have less cash available for working capital and other corporate uses, which may have an adverse impact on our results of operations, financial condition and liquidity.
In addition, we sponsor several non-qualified pension plans, with unfunded obligations totaling approximately $166 million as of December 31, 2025. Although we have frozen participation and benefits under all but one of these plans and have taken other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial condition.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations, financial condition and cash flows.
We participate in, and make periodic contributions to, three multiemployer pension plans. Our required contributions to certain plans have been impacted and may be further impacted by changes in our production, distribution and commercial printing operations.
The risks of participating in multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If we withdraw from a multiemployer plan, we may be required to pay the plan an amount based on the plan’s underfunded status, referred to as withdrawal liability. Our withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that plan’s funding of vested benefits. In addition, under federal pension law, when a multiemployer pension plan is classified as “endangered,” “critical” or “critical and declining,” we can be required to make additional contributions and/or benefit reductions may apply.
We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated and with respect to a partial withdrawal from one plan in which we continue to participate, and may record additional liabilities in the future, including as a result of a mass withdrawal declaration by trustees. Additional liabilities in excess of the amounts we have recorded could have an adverse effect on our results of operations, financial condition and cash flows. Each significant multiemployer plan in which we participate is specific to the newspaper and broader printing and publishing industries, which continue to undergo significant pressure.
If, in the future, we elect to withdraw from additional plans in which we participate or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows. Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.
THE NEW YORK TIMES COMPANY – P. 23
Risks Related to Common Stock, Debt and Capital Markets
We may fail to meet our publicly announced guidance and/or targets, which could cause the trading price of our Class A Common Stock to decline.
From time to time, we publicly announce guidance and targets, including in connection with the number of our subscribers, revenues, costs, profit, depreciation and amortization, capital expenditures and capital return strategy. Our publicly announced guidance and targets are based upon assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties, many of which are beyond our control, and which may change. Given the dynamic nature of our business, and the inherent limitations in predicting future performance, it is possible that some or all of our assumptions and expectations may turn out not to be correct and actual results may vary significantly. In addition, any failure to successfully implement our strategy or the occurrence of any of the other risks and uncertainties described herein could cause our results to differ from our guidance. Furthermore, analysts and investors may develop and publish their own projections of our business, which may form a consensus about our future performance. Our actual business results may vary significantly from that consensus due to a number of factors, many of which are outside of our control. Such discrepancies, or the unfavorable reception of our guidance and targets, can cause a decline in the trading price of our Class A Common Stock.
The terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain actions.
We are party to a revolving credit agreement that provides for a $400 million unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of December 31, 2025, there were no outstanding borrowings under the Credit Facility. See Note 10 of the Notes to the Consolidated Financial Statements for a description of the Credit Facility.
The Credit Facility contains various customary affirmative and negative covenants, including certain financial covenants and various incurrence-based negative covenants imposing potentially significant restrictions on our operations. These covenants restrict, subject to various exceptions, our ability to, among other things: incur debt (directly or by third-party guarantees), grant liens, pay dividends, make investments and make acquisitions or dispositions. Any of these covenants could make it more difficult for us to execute our business strategy.
We may not have access to the capital markets on terms that are acceptable to us or may otherwise be limited in our financing options.
We may need or desire to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to, our financial performance, our credit ratings or absence of a credit rating, the liquidity of the overall capital markets and the state of the economy. There can be no assurance that we will have access to the capital markets on terms acceptable to us. In addition, economic conditions, such as volatility or disruption in the credit markets, could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this control could create conflicts of interest or inhibit potential changes of control.
We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds approximately 95% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, the trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achievedbetter by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our business, the market price of our Class A Common Stock could be adversely affected.
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conviction
opportunity
optimistic
cautioned
undue
ITEM 1. BUSINESS
OVERVIEW
The New York Times Company and, unless the context otherwise requires, its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as the “Company,” “we,” “our” and “us.”
We are a global media organization focused on creating and distributing high-quality news and information that help our audience understand and engage with the world, and this mission has contributed to our success. We believe that The Times’s original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources and are at the heart of what makes our journalism worth paying for. The quality of our coverage has been widely recognized with many industry and peer accolades, including more Pulitzer Prizes and citations than any other news organization.
The Company includes our digital and print products and related businesses, including:
• our core news product, The New York Times (“The Times”), which is available on our mobile application, on our website (NYTimes.com) and as a printed newspaper, and associated content, such as our podcasts;
• our other interest-specific products, including The Athletic (our sports media product), Audio (our audio offering available as a separate subscription through our news app), Cooking (our recipes and cooking content product) and Games (our puzzle games product), which are available on mobile applications and websites, and Wirecutter (our product review and recommendation offering); and
• our related businesses, such as our licensing operations, our commercial printing operations and other products and services under The Times brand.
As of December 31, 2025, we had approximately 12.78 million total subscribers, more than at any point in our history.
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. Revenue information for the Company appears under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company was incorporated on August 26, 1896, under the laws of the State of New York.
THE NEW YORK TIMES COMPANY – P. 1
OUR STRATEGY
Our strategy is to be the essential subscription for curious people seeking to understand and engage with the world, which includes:
• being the world’s best general-interest news destination;
• becoming more valuable to more people by helping them make the most of their lives and engage with their passions; and
• creating a more expansive and connected product experience that makes our products indispensable.
Our current aim is to reach 15 million total subscribers by year-end 2027, up from approximately 12.78 million at the end of 2025. We believe that focusing on the following priorities will enable us to become an essential subscription for our addressable market and drive long-term, profitable growth for the Company and our stockholders.
Producing the best journalism
We believe that our original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from others and are at the heart of what makes our journalism worth paying for. The impact of our journalism and its breadth is evident as we continue to break stories, produce investigative reports and help our audience understand a wide range of topics. Producing the best journalism also makes us a more attractive destination for the talented individuals who are vital to the continued success of our business.
We seek to extend our leadership in news by continuing to focus on four major areas: providing expert beat reporting on a broad array of important subjects, offering leading coverage of breaking news, producing signature journalism projects and excelling at ideas-based commentary and criticism.
While general-interest news is and will remain our primary value proposition, we are working to build leadership positions in a handful of areas that occupy a prominent place in global culture alongside general-interest news — including sports, cooking guidance, puzzle gaming and expert shopping recommendations.
In 2026, we plan to continue investing in our journalism and remain committed to providing a multimedia report of depth, breadth, authority, creativity and excellence, produced with a focus on independence and integrity.
Growing audience and engagement with our products
Our ability to attract, retain and grow our digital subscriber base depends on the size of our audience and its sustained engagement directly with our products. We will continue to focus on reaching a large non-paying audience while also creating a subscription experience aimed at building valuable daily habits that draw people into lifelong relationships worth paying for. Central to our strategy is our offering of a high-value subscription package — or “bundle” — of interconnected digital products that helps subscribers engage with everything we offer and provides multiple reasons to engage with our products each day.
Across all of our products, we have invested in bringing readers back to our content, exposing them to more of our offerings and providing an integrated product experience. Within news, for example, our live briefings keep users up to date on the latest developments across important storylines. Our suite of email newsletters reaches the inboxes of millions globally and plays a central role in engaging potential subscribers. Our mobile applications provide users with a seamless way to experience the breadth of the products we offer.
We plan to continue to invest in engaging content and product features across our products, including video, audio and other multimedia programming and features. We see these investments as increasing the value of our bundle and contributing to our essential subscription strategy.
Growing subscribers, revenue and profit
We believe we are still in the early days of penetrating the global subscription journalism market, and we aspire to be the leader in that market. In this context, we view a large and growing subscriber base as our best lever for long-term value creation because it generates recurring consumer revenue; has the potential to generate more advertising, affiliate and other revenue opportunities; and contributes to higher marketing efficiency.
We plan to continue our emphasis on growing subscribers through our focus on promoting our bundle of interconnected products, which we believe provides the most value to our users and represents the bestopportunity
P. 2 – THE NEW YORK TIMES COMPANY
to monetize our digital products. While we aim to expose more of our subscribers to everything that we offer through the bundle, we continue to offer subscriptions to standalone products as well to attract the widest number of subscribers. We also make an ongoing effort to align our digital pricing model with users’ willingness to pay and the growing value of our products.
Revenue from premium digital advertising is an important and growing part of our business. We believe our journalism and other products attract valuable audiences and that we provide a trusted platform for advertisers’ brands. We continue to innovate advertising offerings that integrate well with the user experience, including solutions that use proprietary first-party data to help inform our clients’ advertising strategies.
We believe we can apply disciplined cost management while continuing to invest in journalism and product development in support of long-term profitable growth. We also aim to continue to maximize the efficiency and profitability of our print products and services, which remain a significant part of our business.
Using technology and data to propel our growth
Achieving our ambition will require products and technology that match the quality of our journalism. Over the past several years, we have invested substantially in the back-end technology and underlying capabilities that enrich the digital experience for users and empower our journalists and business operators. In 2026, we plan to continue prioritizing these areas, with a focus on strengthening our data management infrastructure, enhancing the platforms that power our multiproduct digital bundle, and advancing machine-learning and artificial intelligence (“AI”) applications across our business. We have already seen and expect to see further benefits from these investments as they help us better engage, habituate, convert and retain more subscribers.
THE NEW YORK TIMES COMPANY – P. 3
PRODUCTS
The Company’s principal business consists of distributing content through our digital and print platforms. In addition, we distribute selected content on third-party platforms.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), The Athletic and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products. Digital subscriptions can be purchased by individual consumers or as part of group education or group corporate subscriptions. Individual consumers can subscribe to our products directly or through third-party app stores operated by Apple and Alphabet.
Our access model for our digital products generally offers users who have registered free access to a limited amount of content before requiring users to subscribe for access to additional content. We also make some of our content free as a way to generate large audiences that we monetize through advertising revenue, affiliate revenue or by eventually converting them into subscribers; this includes Wordle and Connections (daily digital word games) and portions of our audio and video journalism (which is distributed both on our digital platforms and on third-party platforms), Wirecutter content and Cooking content. We have made and may in the future make the choice at times to suspend limits on registered users’ free access to particularly important news coverage.
The Times’s print newspaper, which commenced publication in 1851, is published seven days a week in the United States. The Times also has an international edition of our print newspaper that is tailored for global audiences and is the successor to the International Herald Tribune, which commenced publication in Paris in 1887. Our print newspapers are sold in the United States and around the world through individual home-delivery subscriptions, bulk subscriptions (primarily by schools and hotels) and single-copy sales. Print home-delivery subscribers are entitled to receive free access to our digital news product, The Athletic, and our Audio, Cooking, Games and Wirecutter products.
SUBSCRIBERS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 31, 2025, we had approximately 12.78 million subscribers across 234 countries and territories.
Paid digital-only subscribers totaled approximately 12.21 million as of December 31, 2025. This includes subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products. International subscribers with a paid digital-only subscription represented approximately 26% of our total digital-only subscriptions as of December 31, 2025.
The number of paid digital-only subscribers also includes estimated group corporate and group education subscriptions. The number of paid group subscribers is derived using the value of the relevant contract and a discounted subscription rate. The actual number of users who have access to our products through group sales is substantially higher.
In addition, the number of paid digital-only subscribers also includes estimated family subscriptions. Each family subscription is priced higher than a comparable individual subscription, and the number of paid family subscribers is counted as one billed subscriber and one additional subscriber to reflect the additional entitlements in these subscriptions.
Our overall audience is orders of magnitude larger than our subscriber base, and comprises users who engage with our content on our own site and apps, as well as external platforms. This broad audience base serves as a vital engine for the growth of our subscription business, and provides an attractive offering for our advertising partners. By maintaining a reach that extends beyond paid relationships, we bolster the mission of our journalism and the long-term health of our business.
In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period ended September 30, 2025, according to data collected by the Alliance for Audited Media, an independent agency that audits circulation of most U.S. newspapers and magazines.
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ADVERTISING
We offer a comprehensive portfolio of advertising products and services principally to 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.
Our digital advertising offerings include solutions that use proprietary first-party data to generate predictive insights and help inform our clients’ advertising strategies. Digital advertising includes revenue from display (which includes website and mobile applications), audio, email and video advertisements that 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. In 2025, digital advertising represented approximately 73% of our advertising revenues.
Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts. In 2025, print advertising represented approximately 27% of our advertising revenues.
Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising.
AFFILIATE, LICENSING AND OTHER REVENUES
We also derive revenue from other activities, which primarily include:
• The Company’s licensing of our intellectual property. We license content to digital aggregators in the business, professional, academic and library markets, in addition to licensing content to third-party digital platforms for access by their users and for other purposes. As part of our news and syndication services, we license articles, graphics and photographs both directly and through third-party sellers to a wide variety of clients, including newspapers, magazines, websites and other corporations. We also license content for use in television, films and books; provide rights to reprint articles; and create and sell news digests based on our content;
• Our Wirecutter product’s affiliate referrals (which generate revenue by offering direct links to merchants in exchange for a portion of the sale price upon completion of a transaction); and
• The Company’s commercial printing operations, which utilize excess capacity at our facility in College Point, N.Y., to print and distribute products for third parties.
Our affiliate referral revenue is affected in part by seasonal patterns in consumer spending, with generally higher affiliate referral revenue in the fourth quarter due to higher consumer spending.
THE NEW YORK TIMES COMPANY – P. 5
COMPETITION
We operate in a highly competitive environment subject to rapid and, at times, unpredictable change and face significant competition in all aspects of our business. We compete for audience, subscribers, advertising and licensees against a wide variety of companies, including content creators, providers and distributors; news aggregators; search engines; social media platforms; streaming services; and AI companies, certain of which have attracted and any of which may further attract audiences, subscribers, advertisers and/or licensees to their platforms and away from ours. Our news and lifestyle products compete for audience, subscriptions, advertising, affiliate referrals and licensees with other providers of U.S. and global news and lifestyle information, from companies such as The Wall Street Journal, The Washington Post, CNN, BBC News, The Guardian, Financial Times, ESPN and other general interest and vertical media; and with customized news feeds, news aggregators, social media products, chatbots and other products and tools powered by generative AI, from companies such as Apple, Alphabet, ByteDance, Meta Platforms, Microsoft, OpenAI, Perplexity and X. In addition, we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.
Competition for subscription revenue and audience is generally based upon content format and breadth, depth, originality, quality, relevance and timeliness; reputation and brand strength; product experience; visibility on search engines and social media platforms and in mobile app stores and the extent to which these direct traffic to our digital properties; and our subscription plans, pricing and content access models. Competition for advertising revenue is generally based upon the content and format of our products; audience levels, engagement and demographics; advertising rates; targeting capabilities; results observed by advertisers; and perceived effectiveness of advertising offerings. We believe that our original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from others and are at the heart of what makes our journalism worth paying for, and we believe our journalism attracts valuable audiences and provides a safe and trusted platform for advertisers’ brands.
PRINT PRODUCTION AND DISTRIBUTION
The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as under contract at 20 remote print sites across the United States. We also utilize excess capacity at our College Point facility for commercial printing and distribution for third parties. The Times is delivered in the New York metropolitan area through a combination of our own drivers and agreements with other newspapers and third-party delivery agents. In other markets in the United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.
The international edition of The Times is printed under contract at 22 sites throughout the world and is sold in approximately 65 countries and territories. It is distributed through agreements with other newspapers and third-party delivery agents.
The primary raw materials we use are newsprint and coated paper, which we purchase from a number of North American and European producers. A significant portion of our newsprint is purchased from Domtar Corporation, a large global manufacturer and distributor of paper, market pulp and wood products.
In 2025 and 2024, we used the following types and quantities of paper:
(In metric tons)
Newsprint (1)
Coated and Supercalendered Paper (2)
(1) Newsprint usage includes paper used for commercial printing.
(2) We use a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York Times Style Magazine.
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HUMAN CAPITAL
By acting in accordance with our mission and our values — independence, integrity, curiosity, respect, collaboration and excellence — we serve our readers and society, ensure the continued strength of our journalism and business, and foster a healthy and vibrant Times culture.
The employees who make up our workplace are vital to the continued success of our mission and business and central to our long-term strategy. In order to attract, retain and maximize the contributions of a highly talented workforce from a diversity of backgrounds, we aim to: foster a culture that enables our mission, business and people to thrive; develop talent; provide equitable and competitive compensation and benefits (total rewards); and support employees’ health, safety and well-being.
Our Board of Directors (the “Board”) reviews and discusses with management a wide range of human capital management matters, including succession planning, talent development and workplace culture. In addition, the Compensation Committee of the Board oversees matters related to human capital management.
As of December 31, 2025, we had approximately 6,000 full-time equivalent employees, which includes more than 3,000 involved in our journalism operations. While we have employees located throughout the world, they are primarily located in the United States.
Maintaining an inclusive workplace culture where everyone can do their best work
We work to support a diverse staff, equitable systems and an inclusive workplace in a variety of ways.
• Promote a culture that aligns with our values. This includes setting and communicating clear expectations for our employees on how to approach their work and engage with, manage and lead each other, as well as a rigorous and transparent process for investigating workplace complaints and concerns. We have teams that work to ensure that our commitment to an equitable workplace is reflected in our employee programs and processes.
• Attract and grow talent. We seek to continuously improve our talent programs and practices to attract, develop and retain the best possible talent, including building candidate pools and pipelines that reflect diverse backgrounds and experiences, using inclusive and accessible job descriptions and focusing on consistent and fair processes.
• Offer opportunities for colleagues to connect. We have a wide range of communities that help colleagues create a sense of belonging with each other and within the Company; allow space for shared experiences and interests; connect with executive sponsors; and receive mentoring, career development and volunteering opportunities.
• Publish our demographics. Each year, we release data on the composition of our U.S.-based staff. Our reporting currently can be found at www.nytco.com/our-culture/. The contents of these reports are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
Developing talent
We recognize the importance of creating opportunities for employees to develop and succeed at every level.
Identifying and putting in place effective executive leadership is critically important to our success. Our Board of Directors works with senior management to ensure that plans are in place for both short- and long-term executive succession. The Board conducts an annual detailed review of the Company’s leadership pipeline and succession plans for key senior leadership roles.
We value ongoing development and continuous learning throughout the organization. We strive to support and provide enriching opportunities to our employees, including through a range of training, professional development resources, and programs such as our employee mentorship program. We also continue to work to further elevate how we lead, manage and promote people, including bolstering feedback, support and performance enablement systems. We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in areas such as career development, manager performance and culture.
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Providing equitable and competitive total rewards
We offer comprehensive total rewards, which are designed to meet the needs of our current and future employees; support the Company’s strategic goals, mission and values; drive a high-performance culture; and offer competitive and equitable pay. In line with our business goals, our total rewards philosophy links compensation to performance. Every two years — most recently in 2025 — we perform a pay-equity study, an in-depth review of our compensation practices conducted with an outside expert to identify, assess and address any inconsistencies in pay for similarly situated employees. We offer comprehensive benefits to eligible employees and their dependents, including defined contribution/retirement (401(k)) plans with a company match, as well as an employee stock purchase program, which provides eligible employees the opportunity to purchase our Class A Common Stock at a discount.
Supporting employees’ health, safety and well-being
Our employees’ well-being is vital to our success, and their physical, mental and financial health are top priorities. We have invested in a variety of programs based on region that help support their day-to-day wellness needs and goals, including, but not limited to, health benefits, family building support, access to licensed professional counselors (including therapists trained in journalist occupational culture, stressors and resilience factors), health coaching and advocacy services, fitness resources, child and elder care, financial wellness programs, work/life support resources and more.
Collective bargaining agreements
Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2025. Some of our unions are seeking to include additional employees in their units, including employees from The Athletic. The following is a list of our collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates. In addition, approximately 24 of our employees at The Athletic formed a union in Canada in 2025, and we are in the process of negotiating an initial collective bargaining agreement with those employees. As indicated below, our collective bargaining agreement with The New York Times Guild, under which approximately 23% of our full-time equivalent employees are covered, will expire on February 28, 2026. Collective bargaining agreements with the Drivers’ Union, the PaperHandlers’ Union, the Stereotypers’ Union and the Machinists’ Union under which approximately 3% of our full-time equivalent employees are covered, will expire on March 30, 2026. Negotiations for new contracts are ongoing. We cannot predict the timing or outcome of these negotiations.
Category
Expiration Date
The New York Times Guild
February 28, 2026
Drivers
March 30, 2026
Machinists
March 30, 2026
Paperhandlers
March 30, 2026
Stereotypers
March 30, 2026
Voice Actors
October 31, 2026
Wirecutter
February 28, 2027
Mailers
March 30, 2027
The New York Times Tech Guild
February 29, 2028
Pressmen
March 30, 2030
Typographers
March 30, 2030
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AVAILABLE INFORMATION
We maintain a corporate website at http://www.nytco.com, and we encourage investors and other interested persons to use it as a way of easily finding information about us. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders, are made available, free of charge, on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. In addition, we may periodically make announcements or disclose important information for investors on this website, including press releases or news regarding our financial performance and other items that may be material or of interest to our investors. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on this website. We have included our website addresses throughout this report as inactive textual references only. The information contained on the websites referenced herein is not incorporated into this filing.
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ITEM 1A. RISK FACTORS
This section highlights specific risks that could affect us and our 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.
Risks Related to Our Business and Industry
We face significant competition in all aspects of our business.
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, licensing and affiliate referral revenues. Our competitors include content creators, providers and distributors; news aggregators; search engines; social media platforms; streaming services; and AI companies. Competition among these entities is robust, and new competitors can quickly emerge and have in recent years.
Our ability to compete effectively depends on many factors within and beyond our control. These factors include:
• our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;
• our ability to sustain and grow audience engagement with our products;
• our reputation and brand strength relative to those of our competitors;
• the popularity, usefulness, ease of use, format, performance, reliability and value of our products;
• our ability to develop, maintain and monetize our products;
• our products’ pricing and subscription plans and our content access models;
• 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;
• 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);
• our ability to reach new users in the United States and abroad;
• our ability to effectively protect our intellectual property, including from unauthorized use by AI developers in ways that harm our brand and promote the spread of misinformation, and to monetize it;
• our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors;
• our ability to attract, develop, engage and retain talented employees who are in high demand;
• our ability to provide advertisers with a compelling return on their investments; and
• our ability to manage and grow our business in a cost-effective manner.
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.
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
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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.
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.
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.
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, 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.
Our ability to attract and grow our digital subscriber base depends on the size of our audience and its engagement directly with our journalism and 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; 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; public sentiment about independent journalism and our brands and products; and the free access we provide to our content, among other factors.
The size and engagement of our audience also depends on our ability to successfully manage changes implemented by search engines; social, video, AI and other media platforms; and operating systems and changes in the digital information ecosystem, including related to generative AI, that affect the visibility and display of, and traffic to, our content. The visibility and display of and traffic to our content depend in part on referrals from third-party platforms that direct consumers to our content. The ongoing shift in the digital landscape to contained ecosystems has adversely impacted, and we expect will continue to adversely impact, our online traffic and audience. Additionally, any failure by us to successfully manage and adapt to changes in third-party algorithms could significantly decrease the visibility of our products within those sources and audience engagement directly with us.
Consumers’ willingness to subscribe to our products may depend on a variety of factors, including our subscription plans and pricing, the perceived differentiated value of being a subscriber, consumers’ discretionary spending habits, and our marketing expenditures and effectiveness, as well as the factors described above that impact the size and engagement of our audience and other factors within and outside our control. Our continued subscriber growth will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing, marketing and payment processing systems for increasing numbers of subscribers. As we increase the size of our subscriber base, we expect it will become increasingly difficult to maintain our rate of growth.
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; 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 payment industry standards or in state, federal and international regulations related to renewal and cancellation notice requirements; 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.
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 models with users’ willingness to pay and the growing value of our products. We may continue to implement changes in our pricing, subscription plans or pricing models that may be affected by changes in consumer willingness to pay and/or changes in the regulatory
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environment, which could have an adverse impact on our ability to grow subscribers, subscription revenues and profitability.
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 digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.
Our ability to attract, retain and monetize a significant portion of our users and our ability to maintain and grow our licensing revenues are dependent on third parties over which we do not have control. Actions or changes by these third parties could adversely affect our business, financial condition and results of operations.
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 apps on operating systems run by Apple and 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; the ineffective monetization of products and/or other missedopportunities; 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.
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.
Our user and other metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and our business.
We track certain metrics, such as subscribers and average revenue per subscriber (which we refer to as “average revenue per user” or “ARPU”). 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, which we treat as multiple subscribers, as well as individual subscriptions that are used by more than one person. The complex systems, processes and methodologies used to measure these metrics require significant effort, judgment and design inputs, and are susceptible to 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 through which some of our subscribers purchase their 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.
Inaccuracies or limitations in these metrics may affect our understanding of certain details of our business, which could result in suboptimal business decisions and/or affect our longer-term strategies. In addition, we are continually seeking to improve our estimates of these metrics, which requires continued investment, and, as our tools and methodologies for measuring these metrics evolve, there may be unexpected changes to our metrics. Real or perceived inaccuracies in our reported metrics could harm our reputation and/or subject us to legal or regulatory actions and/or adversely affect our operating and financial results.
Our advertising revenues are affected by numerous factors, including market dynamics, evolving digital advertising trends and the evolution of our strategy.
We derive substantial revenues from the sale of advertising in our products. Our advertising revenues are sensitive to the fluctuation of advertiser budgets 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 deliver valuable and effective advertising offerings. In determining whether to buy advertising with us, advertisers may consider factors such as the demand for our products; size, demographics and engagement of our audience; potential adjacency to news or specific news topics; public sentiment about our brands; our advertising rates; the format of advertising we offer; our targeting capabilities; the results observed by
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advertisers; the ease of buying advertising with us; and the perceived effectiveness of our advertising offerings compared to alternative advertising options.
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. While we are investing in these formats, our current and future offerings may not be able to compete effectively. The remaining market is subject to significant competition among publishers and other content 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.
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.
The evolving standards for delivery of digital advertising includes a shift toward products and surfaces that 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 reduced browser support for third-party cookies, rapidly evolving privacy regulations and platform requirements providing for additional consumer rights) and may be 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.
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 changes in traffic and yield among these platforms, this could adversely affect our advertising revenues.
Although print advertising revenue represents a significant portion of our total advertising revenue, our revenues from print advertising continue to decline over time and we do not expect this trend to reverse. Print advertising revenue may decline more quickly than we anticipate, which could create additional pressure on our profitability.
Investments we make in new and existing products and services expose us to risks and challenges that could adversely affect our operations and profitability.
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.
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
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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.
Our brand and reputation are key assets. Negative perceptions or publicity could adversely affect our business, financial condition and results of operations.
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 the decline in the perceived value of independent journalism and 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 and changes in the information ecosystem. Our brand and reputation could also be adversely impacted by negativeclaims or publicity regarding the Company or its operations, products, services, employees, practices or business affiliates (including advertisers), as well as our potential inability to adequately respond to such negativeclaims 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. 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.
Generative AI technology has negatively impacted, 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 our reputation and trust in our brand; and may involve other risks.
Continued rapid development in generative AI technology has impacted and may significantly alter the market for our products and services. Certain AI products are powered by models that have been trained or grounded on our content, and/or are able to retrieve and display output that contains, is similar to, is derived from, or purports to be our content, without our permission, fair compensation, proper attribution or referrals to our digital properties. These products have adversely impacted, and we expect will continue to adversely impact, our traffic; audience size; current and potential subscriber, advertiser and licensee demand; and 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.
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 will 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 laws and regulations in this area could impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it. We have filed lawsuits that include claims related to the unlawful and unauthorized copying and use of our content. See “Item 3 — Legal Proceedings” for additional information. There can be no assurance that we will be successful in these lawsuits, or in preventing other companies from using our content without authorization or fair compensation. Our business, brand, financial condition and results of operations may suffer as a result.
We also use generative AI tools that may give rise to risks under intellectual property, 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 any 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. Identifying, assessing and mitigating the risks associated with generative AI requires ongoing investments in governance, technology, compliance and training, and we may not be
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able to prevent all unintended or 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.
Our business and financial results may be adversely impacted by economic, market and political conditions or other events or conditions causing significant disruption.
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 and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive talent 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.
Furthermore, if consumers reduce discretionary spending, our ability to acquire and retain paying subscribers may be hindered. Users may shift to free or lower-priced options, adversely impacting our subscription and affiliate referral revenues.
Our costs, particularly employee-related, printing and distribution expenses, have been and may continue to be impacted by inflation and rising price levels. Inflation and market volatility may also adversely impact our investment portfolio and our pension 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 workplace trends.
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 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.
The future impact that such events or conditions will have on our business, operations and financial results is uncertain and will depend on 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.
The international scope of our business exposes us to risks inherent in foreign operations.
We have locations and staff around the world, and our products are generally offered globally. We are focused on expanding the international scope of our business and face the inherent risks associated with doing business globally, including:
• laws, regulations, policies or other governmental actions that impact our operations and business, including restrictions on access to our content and products; the barring, expulsion or detention of journalists or other employees; or other restrictive or retaliatory actions or behavior;
• effectively staffing and managing foreign operations;
• providing for the health and safety of our journalists and other employees and affiliates;
• potential legal, political or social uncertainty and volatility or catastrophic events, including wars and terrorist events, that could restrict our journalists’ travel or otherwise adversely impact our operations and business and/or those of the companies with which we do business;
• protecting and enforcing our intellectual property and other rights under varying legal regimes;
• complying with generally applicable laws and regulations, including those governing intellectual property; defamation; publishing certain types of information; labor, employment and immigration; tax; payment processing; privacy; data protection; consumer marketing and subscriptions practices; and U.S. and foreign anticorruption laws and economic sanctions;
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• restrictions on the ability of U.S. companies to do business in foreign countries, including restrictions on foreign ownership, foreign investment or repatriation of funds;
• higher-than-anticipated costs of entry; and
• currency exchange rate fluctuations.
Adverse developments in any of these areas could have an adverse impact on our business, financial condition and results of operations. For example, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.
Significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, or a significant increase in the costs to print and distribute our newspaper, would have an adverse effect on our operating results.
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 partners across the United States and internationally.
Our production and distribution facility and our print partners rely on suppliers for newsprint. The price of newsprint has historically been volatile, and its cost and availability has been affected by various factors, including supply chain disruptions (including as a result of natural disasters and fires) and conversion to paper grades other than newsprint, and may be affected by other disruptions that may affect production or deliveries of newsprint, including transportation issues, labor shortages or unrest and higher tariffs. A significant increase in newsprint prices or a significant disruption in our or our partners’ newsprint supply chain would adversely affect our operating results.
Financial pressures, newspaper industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances may affect our print and distribution partners. These circumstances could lead to reduced operations, consolidations or closures of print sites, newsprint mills or distribution routes. Such developments may increase our printing and distribution costs, decrease revenues if printing and distribution are disrupted or negatively impact the quality of our printing and distribution. Some of our print and distribution partners have reduced their geographic scope or printing frequency, and others may take similar steps. These changes to our partners’ options affect our ability to print and distribute our newspaper and can adversely affect our operating results.
Significant disruptions in our newsprint supply chain or printing and distribution channels, or a significant increase in associated costs could adversely affect our reputation and/or operating results. As print subscriptions decline for us and the broader industry, our and our vendors’ fixed costs are spread over fewer paper copies. We have been and may continue to be unable to fully offset these increasing per-unit costs through price increases, and our operating results may be adversely affected.
Expectations relating to governance, environmental and social matters, and any related reporting obligations, may impact our business.
U.S., state and international regulators, investors and other stakeholders continue to focus on governance, environmental and social matters. Domestic and international laws and regulations relating to these matters, including human capital management, environmental sustainability and climate change, privacy and cybersecurity, are under consideration, have recently been adopted or are currently being challenged or debated.
Compliance with any applicable laws and regulations relating to environmental matters 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.
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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. While many of the laws in these areas introduced in the last few years have been designed to promote more robust transparency and enhance resilience, laws, regulations and administrative actions have also been proposed and implemented to 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.
Acquisitions, divestitures, investments and other strategic transactions could adversely affect our costs, revenues, profitability and financial position.
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.
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 unanticipatedproblems and liabilities.
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.
In addition, we have divested and may in the future divest certain assets or businesses that no longer fit within our strategic direction or growth targets. Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.
Finally, we have made minority investments in companies, and we may make similar investments in the future. Such investments subject us to the operating and financial risks of these businesses and to the risk that we do not have sole control over the operations of these businesses. Our investments are generally illiquid, and the absence of a market may inhibit our ability to dispose of them. In addition, to the extent the book value of an investment exceeds its fair value, we are required to recognize an impairment charge related to the investment.
Litigation or governmental investigations can impact our business practices and operating results.
From time to time, we are party to litigation, including matters relating to allegeddefamation, consumer class actions and labor and employment-related matters, as well as regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Public figures who are the subjects of news reporting have in certain instances become more active pursuing defamation and/or libel lawsuits against media outlets. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as it is presently being conducted. In addition, regardless of merit or outcome, such proceedings can have an adverse impact as a result of legal costs, diversion of the attention of management and other personnel, harm to our reputation, and other factors.
THE NEW YORK TIMES COMPANY – P. 17
Risks Related to Intellectual Property
Our business may suffer if we cannot protect our intellectual property.
Our business depends on our intellectual property, including our valuable trademarks, copyrighted content and internally developed technology. We believe the protection and monetization of our proprietary trademarks, copyrighted content and patented technology, as well as other intellectual property, is critical to our continued success and maintaining our competitive position.
Our ability to protect and monetize our intellectual property is subject to the protections available under intellectual property laws in the United States and other applicable jurisdictions. Governmental authorities may enact new laws, or urge interpretations of existing laws, that limit our intellectual property rights, including in relation to the unauthorized use of our content by third parties, which may negatively impact our ability to protect and generate revenue from our intellectual property.
Advancements in technology, including advancements in generative AI technology, have made widescale, systematic unauthorized copying and exploitation of unlicensed content easier, including by anonymous foreign actors. At the same time, intellectual property protection and enforcement have become more costly and challenging, in part due to the increasing volume and sophistication of attempts at unauthorized use of our intellectual property. A growing number of unauthorized third parties, including AI companies that compete with us for audience and revenue, have unlawfullymisappropriated, and are likely to continue to unlawfullymisappropriate, our brand, content, technology and other intellectual property, and the measures we take to protect and enforce our proprietary rights may not be sufficient to fully address or prevent all third-party infringement.
We are currently engaged in lawsuits to enforce our intellectual property rights, and we may engage in additional litigation in the future. Such litigation has been and may continue to be costly and time-consuming. See “Item 3 — Legal Proceedings” for additional information.
If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full value of our assets, our business and profitability may suffer, and our brand may be tarnished by misuse of our intellectual property.
We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely affect our business.
We periodically receive claims from third parties allegingviolations of their intellectual property rights. As we publish more content in a variety of media both on and off our platforms, the risks of receiving these claims increases. Defendingagainst intellectual property infringementclaims can be time consuming, expensive to litigate and/or settle, and a diversion of management and newsroom attention. In addition, litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.
If we are unsuccessful in defendingagainst third-party intellectual property infringementclaims, these claims may require us to enter into royalty or licensing agreements on unfavorable terms, alter how we present content to our users, alter certain of our operations and/or otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business. For claimsagainst us, insurance may be insufficient or unavailable, and for claims related to actions of third parties, either indemnification or remedies against those parties may be insufficient or unavailable.
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Risks Related to Our Data Platform, Information Systems and Other Technology
Our success depends on our ability to effectively improve and scale our technical and data infrastructure.
Our ability to attract, retain, monetize and protect our users is dependent upon the reliable performance and increasing capabilities of our products and our underlying technical and data infrastructure. As our business continues to grow in size, scope and complexity, and as legal requirements and consumer expectations continue to evolve, we must continue to invest significant resources to maintain, improve, upgrade, scale and protect our products and technical and data infrastructure, including some legacy systems. Our failure to do so effectively, or any significant disruption in our service or adverse impact on user experience, could damage our reputation, result in a potential loss of users or ineffective monetization of products or other missedopportunities, subject us to fines and civil liability and/or adversely affect our financial results.
As we periodically augment and enhance our financial systems, we may experience disruptions or difficulties that could adversely affect our operations, the management of our finances and the effectiveness of our internal control over financial reporting, which in turn may negatively impact our ability to manage our business and to accurately forecast and report our results, which could harm our business.
Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively, cause us to incur significant costs, subject us to significant liability and/or damage our reputation.
Our operations depend on our ability to protect our information systems againstinterruption, breach or other damage. Our systems store and process confidential subscriber, user, employee and other sensitive personal and Company data. In addition, we rely on the technology, systems and services provided by third-party vendors (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery, administrative functions (including payroll processing and certain finance and accounting functions) and other operations.
We regularly face attempts to breach our security and compromise our information technology systems from a broad range of actors. These actors, whether internal or external to the Company, use a blend of technology and social engineering techniques (including denial of service attacks, ransomware, phishing or business email compromise attempts intended to induce our employees, business affiliates and users to disclose information or unwittingly provide access to systems or data, and other techniques) to disrupt service, exfiltrate data or otherwise interfere with our business. Information security threats are constantly evolving in sophistication and volume and attackers are using generative AI and machine learning to launch more automated, targeted, sophisticated and coordinated attacks against targets, increasing the difficulty of detecting and successfullydefendingagainst them. A successfulbreach could occur and persist for an extended period of time before being detected. We and the third parties with which we work may be more vulnerable to the risk from activities of this nature as a result of factors such as the high-profile nature of our business operations and the various jurisdictions in which we and our third-party providers operate; the use of generative AI tools; remote and hybrid working; employee use of personal devices, which may not have the same level of protection as Company devices and networks; and use of legacy software systems. Cybersecurity vulnerabilities can also arise from human error, fraud or malice on the part of our employees, other insiders or third parties, or from technology or product enhancements or the migration of information and data to new technology platforms, systems or applications. From time to time, we experience security incidents and other network and information systems disruptions. To date, no incidents have had a material adverse effect on our business, financial condition or results of operations. However, there is no assurance that incidents or disruptions will not have a material adverse effect in the future. There is also no guarantee that a series of related issues may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence.
In addition, our systems, and those of the third parties with which we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of power, systems or connectivity outages; natural disasters (including increased storm severity and flooding); fires; human error, fraud or malice; public health conditions; acts of terrorism; or other similar events.
THE NEW YORK TIMES COMPANY – P. 19
We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resilience of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors. These efforts are expensive to develop, implement and maintain; require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated; and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to respond to and recover from a security incident and/or to mitigate any security vulnerabilities that may be identified in the future could be significant. Additionally, any contractual protections with our third-party vendors, including our right to indemnification, if any at all, may be limited or insufficient to prevent a negative impact on our business from a security incident.
There can also be no assurance that the actions, measures and controls we have implemented will be effective or that they will be sufficient to prevent a future security incident or other disruption, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services; improper access, use, alteration or disclosure of personal data or other confidential information; loss of information; or theft or misuse of our intellectual property. In addition, if we experience or are perceived to experience a security incident, or are perceived to fail to respond appropriately to any security incident that we may experience, it could divert management’s attention; require us to expend resources to investigate, respond to and recover from such a security incident or defendagainst further attacks; subject us to litigation, regulatory or other government inquiries or investigations and/or liability; harm our reputation; or otherwise adversely affect our business, financial condition or results of operations.
While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover losses related to any future incidents involving our data or systems, and we cannot be certain our insurance coverage will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim.
Failure to comply with evolving laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business.
Our business is subject to various laws and regulations in the U.S. and abroad with respect to the processing, privacy and security of personal data, as well as our consumer marketing and subscriptions practices. These laws and regulations, and how they are interpreted by authorities, differ across jurisdictions and continue to evolve and expand.
Various state, federal and international laws and regulations govern the processing, privacy and security of the data we receive from and about individuals. Failure to protect personal data in accordance with these requirements, provide individuals with notice of our privacy policies, respond to consumer rights requests or obtain required valid consent where applicable, for example, could subject us to liability.
In addition, various laws and regulations govern the manner in which we market our subscription products, including with respect to pricing, billing, automatic renewals and cancellations. These laws, as well as any changes in these laws or how they are interpreted, could adversely affect our ability to attract and retain subscribers and the rate with which consumers cancel subscriptions.
There has been increasing focus on and regulatory scrutiny related to laws and regulations governing privacy, data protection, consumer marketing and subscriptions practices. Existing and new laws and regulations in these areas impose obligations that affect our business; place increasing demands on our technical infrastructure and resources; require us to incur increased compliance costs; and cause us to further adjust our advertising, marketing, security or other business practices. For example, we continue to work on several significant privacy engineering projects to centralize and enhance our privacy compliance capabilities. As we continue these projects, we may experience disruptions or difficulties that could adversely affect our business.
Any failure, or perceived failure, by us or the third parties upon which we rely to comply with laws and regulations that govern our business operations and/or our policies, could expose us to penalties and/or civil or criminal liability and result in claimsagainst us by governmental entities, classes of litigants or others, regulatory inquiries, negative publicity and a loss of confidence in us by our users and advertisers. Each of these consequences could adversely affect our business and results of operations. From time to time, we are party to litigation and
P. 20 – THE NEW YORK TIMES COMPANY
regulatory inquiry relating to these laws, and in some instances we have made and may continue to make settlement payments to resolve these.
We are subject to payment processing risk.
We accept payments through third parties using a variety of different payment methods, including credit and debit cards and direct debit, as well as alternative payment methods such as PayPal. We rely on third parties’ and our own internal systems to process payments. Acceptance and processing of these payment methods are subject to differing certifications, rules, regulations, industry standards and laws, including across geographies, concerning subscriptions, billing and automatic renewals, which continue to evolve, and require payment of interchange and other transaction fees. To the extent there are increases in payment processing fees; disruptions in our or third-party payment processing systems; errors in charges made to subscribers; material changes in the payment ecosystem such as large reissuances of payment cards by credit card issuers and the introduction of new subscription management tools; or significant changes to certifications, rules, regulations, industry standards or laws concerning payment processing, our ability to accept payments or retain subscribers could be hindered, we could experience increased costs, and we could be subject to fines and civil liability, which could harm our reputation and adversely impact our revenues, operating expenses and/or results of operations.
In addition, we have experienced, and from time to time may continue to experience, fraudulent use of payment methods. If we are unable to adequately control and manage this practice, it could result in inaccurately inflated subscriber figures used for internal planning purposes and public reporting, which could adversely affect our ability to manage our business and harm our reputation. If we are unable to maintain our fraud and chargeback rate at acceptable levels, our card approval rate may be impacted, and card networks could impose fines and additional card authentication requirements or terminate our ability to process payments, which would impact our business and results of operations as well as result in negative consumer perceptions of our brand. We must periodically assess our fraudprevention measures as fraudulent schemes become more sophisticated. These measures may add friction to our subscription processes, which could adversely affect our ability to add and retain subscribers.
The termination of our ability to accept payments on any major payment method would significantly impair our ability to operate our business, including our ability to add and retain subscribers and collect subscription and advertising revenues, and would adversely affect our business, financial condition or results of operations.
Our business depends on continued and unimpeded access to the internet and cloud-based hosting services we utilize.
We currently utilize third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing, storage and bandwidth needs. Any interruptions to these services could result in interruptions in service to our subscribers, users, advertisers and/or our critical business functions, notwithstanding business continuity or disaster recovery plans or agreements that may currently be in place with these providers. This could result in unanticipateddowntime and/or harm to our operations or reputation, or otherwise adversely affect our business, financial condition or results of operations. A transition of these services to different cloud providers would be difficult, time consuming and costly to implement. In addition, if hosting costs increase over time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase disproportionately.
In addition, if we or our subscribers, users or advertisers experience disruptions in internet service or if internet service providers block, degrade or charge for access to our content, it could decrease the demand for, or the usage of, our content and products, increase our cost of doing business and adversely affect our business, financial condition or operating results.
Risks Related to Our Employees and Pension Obligations
If we are unable to attract and maintain a highly talented workforce, it could have a negative impact on our competitive position, reputation, business, financial condition or results of operations.
Our ability to attract, develop, retain and maximize the contributions of highly talented individuals of diverse backgrounds, experiences and skills, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy. We compete with a wide array of companies for talent. Competitors, especially those with greater resources than we have, may offer compensation and benefits packages that are perceived to be better than ours. As a result, we may incur significant costs to attract and retain
THE NEW YORK TIMES COMPANY – P. 21
employees, and we may lose talent through attrition and/or be unable to hire new employees quickly enough to meet our needs.
Our continued ability to attract and retain highly skilled talent depends on many factors, including the compensation, benefits and career development opportunities that we provide; our reputation; and our workplace culture. Our employee-related costs have grown in recent years, including as a result of a competitive talent market and 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, our ability to recruit and retain 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. We may be criticized for steps taken or not taken, or any failure or perceived failure, by us to comply with such laws and regulations or meet expectations, which may negatively impact our reputation, cause us reputational harm and adversely impact our ability to attract and retain employees. In addition, any such failure or perceived failure may result in heightened scrutiny, penalties, fines, litigation or regulatory proceedings.
If we were unable to attract and retain a highly talented workforce, it would disrupt our operations; would impact our competitive position and reputation; and could adversely affect our business, financial condition or results of operations. Effective succession planning is also important to our long-term success, and a failure to effectively ensure the transfer of knowledge and to train and integrate new employees could hinder our strategic planning and execution.
A significant number of our employees are represented by labor organizations, and our business and results of operations could be adversely affected if labor agreements were to increase our costs or further restrict our ability to maximize the efficiency of our operations.
Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2025. Some of our unions are seeking to include additional employees in their units, including employees from The Athletic. Because we are required to negotiate the wages, benefits and other terms and conditions of employment with these unionized employees collectively, further unionization or unsuccessful negotiations to renew expiring agreements could result in higher labor costs. Labor unrest, including strikes, work slowdowns/stoppages or organizing campaigns, has resulted in, and may continue to result in negative publicity, management distraction and business interruptions. Such actions can adversely impact our reputation and talent recruitment and retention, as well as increase costs and impair our ability to produce and deliver our products. If we are unable to enter into new collective bargaining agreements or renew collective bargaining agreements on favorable terms, our costs may increase and we may be further restricted from changing our strategy, maximizing the efficiency of our operations (including our ability to make adjustments to control compensation and benefits costs) or otherwise adapting to changing business needs. As a result, our business and results could be adversely affected.
The nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations.
Our main operating costs are employee-related costs, which have been increasing in recent years, are sensitive to inflationary pressures, and are likely to continue increasing. Our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements and constrained by labor market conditions, and therefore our employee-related costs may not decrease proportionately with revenues if revenues were to decline. Furthermore, as print-related revenues decline, we cannot always make proportional reductions in the costs associated with the printing and distribution of our newspaper and our commercial printing business. If we were unable to implement cost-control efforts effectively or reduce our operating costs sufficiently in response to a decline in our revenues, our profitability would be adversely affected. Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues.
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The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and liquidity.
We sponsor a frozen single-employer defined benefit pension plan. Although we have frozen participation and benefits under this plan and have taken other steps to reduce the size and volatility of our pension plan obligations, our results of operations will be affected by the amount of income or expense we record for and the contributions we are required to make to this plan.
In addition, we and the NewsGuild of New York (the “Guild”) jointly sponsor a defined benefit plan that continues to accrue active benefits for certain employees represented by the Guild.
We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing such plans. Although as of December 31, 2025, our qualified defined benefit pension plans had plan assets that were approximately $76 million above the present value of future benefit obligations, our obligation to make additional contributions to our plans, and the timing of any such contributions, depends on a number of factors, many of which are beyond our control. These include legislative changes; demographic changes and assumptions about mortality; and economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and debt markets, which impact discount rates and returns on plan assets.
As a result of required contributions to our qualified pension plans, we may have less cash available for working capital and other corporate uses, which may have an adverse impact on our results of operations, financial condition and liquidity.
In addition, we sponsor several non-qualified pension plans, with unfunded obligations totaling approximately $166 million as of December 31, 2025. Although we have frozen participation and benefits under all but one of these plans and have taken other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial condition.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations, financial condition and cash flows.
We participate in, and make periodic contributions to, three multiemployer pension plans. Our required contributions to certain plans have been impacted and may be further impacted by changes in our production, distribution and commercial printing operations.
The risks of participating in multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If we withdraw from a multiemployer plan, we may be required to pay the plan an amount based on the plan’s underfunded status, referred to as withdrawal liability. Our withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that plan’s funding of vested benefits. In addition, under federal pension law, when a multiemployer pension plan is classified as “endangered,” “critical” or “critical and declining,” we can be required to make additional contributions and/or benefit reductions may apply.
We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated and with respect to a partial withdrawal from one plan in which we continue to participate, and may record additional liabilities in the future, including as a result of a mass withdrawal declaration by trustees. Additional liabilities in excess of the amounts we have recorded could have an adverse effect on our results of operations, financial condition and cash flows. Each significant multiemployer plan in which we participate is specific to the newspaper and broader printing and publishing industries, which continue to undergo significant pressure.
If, in the future, we elect to withdraw from additional plans in which we participate or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows. Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.
THE NEW YORK TIMES COMPANY – P. 23
Risks Related to Common Stock, Debt and Capital Markets
We may fail to meet our publicly announced guidance and/or targets, which could cause the trading price of our Class A Common Stock to decline.
From time to time, we publicly announce guidance and targets, including in connection with the number of our subscribers, revenues, costs, profit, depreciation and amortization, capital expenditures and capital return strategy. Our publicly announced guidance and targets are based upon assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties, many of which are beyond our control, and which may change. Given the dynamic nature of our business, and the inherent limitations in predicting future performance, it is possible that some or all of our assumptions and expectations may turn out not to be correct and actual results may vary significantly. In addition, any failure to successfully implement our strategy or the occurrence of any of the other risks and uncertainties described herein could cause our results to differ from our guidance. Furthermore, analysts and investors may develop and publish their own projections of our business, which may form a consensus about our future performance. Our actual business results may vary significantly from that consensus due to a number of factors, many of which are outside of our control. Such discrepancies, or the unfavorable reception of our guidance and targets, can cause a decline in the trading price of our Class A Common Stock.
The terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain actions.
We are party to a revolving credit agreement that provides for a $400 million unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of December 31, 2025, there were no outstanding borrowings under the Credit Facility. See Note 10 of the Notes to the Consolidated Financial Statements for a description of the Credit Facility.
The Credit Facility contains various customary affirmative and negative covenants, including certain financial covenants and various incurrence-based negative covenants imposing potentially significant restrictions on our operations. These covenants restrict, subject to various exceptions, our ability to, among other things: incur debt (directly or by third-party guarantees), grant liens, pay dividends, make investments and make acquisitions or dispositions. Any of these covenants could make it more difficult for us to execute our business strategy.
We may not have access to the capital markets on terms that are acceptable to us or may otherwise be limited in our financing options.
We may need or desire to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to, our financial performance, our credit ratings or absence of a credit rating, the liquidity of the overall capital markets and the state of the economy. There can be no assurance that we will have access to the capital markets on terms acceptable to us. In addition, economic conditions, such as volatility or disruption in the credit markets, could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this control could create conflicts of interest or inhibit potential changes of control.
We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds approximately 95% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, the trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achievedbetter by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our business, the market price of our Class A Common Stock could be adversely affected.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Trust underpins our mission and values and we believe that cybersecurity is important to our success. We are susceptible to a number of cybersecurity threats, including those common to most industries as well as those we face as a global media organization whose systems store and process confidential subscriber, user, employee and other personal and Company data. We, and third parties with which we work and on which we rely, regularly face attempts to breach our security and compromise our information technology systems from a broad range of actors. A cybersecurity incident impacting us or any such third party could disrupt our services, result in the compromise of confidential information; result in theft or misuse of our intellectual property; divert management’s attention; require us to expend resources to mitigate the effects of such a security incident; subject us to litigation, regulatory or other government inquiries or investigations and/or liability; harm our reputation; or otherwise adversely affect our business, financial condition or results of operations.
Under the oversight of our Board of Directors, and the Audit Committee of the Board, we have developed and maintain an information security program that includes technical, administrative and physical measures designed to safeguard our information and information systems. Cybersecurity risk management is integrated into our broader risk management framework . Our approach includes elements that are proactive and adaptive, using security assessments, employee training and continuous improvement of our cybersecurity infrastructure. We work to align our practices with industry and regulatory standards. Our information security program includes response procedures to be followed in the event of a cybersecurity incident that outline steps to be followed from detection to assessment to notification and recovery, including internal notifications to management, the Audit Committee and the Board, as appropriate. Business continuity and disaster recovery plans are used to prepare for the potential for a disruption to systems or processes we rely on.
Our Board of Directors recognizes the importance of managing risks associated with cybersecurity threats and provides oversight of the Company’s information security program. Risk is an integral part of the Board’s deliberations throughout the year and the Board exercises its oversight responsibility both directly and through its committees. In particular, the Audit Committee oversees risks relating to information security, including cybersecurity risks. Members of management, including the Company’s Chief Information Security Officer (“CISO”), provide the Audit Committee with updates on cybersecurity and information technology matters at least twice a year, and the Audit Committee and management also provide updates to the Board. In addition to reporting to the Audit Committee and Board, the CISO provides periodic reports to our Chief Executive Officer and other members of our senior management as appropriate. The Audit Committee, or the Board, is notified by the CISO of cybersecurity incidents, as appropriate, in accordance with the Company’s incident response processes.
The Board’s risk oversight is enabled by an enterprise risk management program designed to identify, prioritize and assess a broad range of risks, including risks related to cybersecurity, that may affect the Company’s ability to execute its corporate strategy and fulfill its business objectives, and to formulate plans to mitigate their effects.
Our cybersecurity department, led by our CISO , has primary responsibility for our enterprise-wide information security program, and our risk management team works closely with our cybersecurity department to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs on an ongoing basis. Our current CISO has held that position since 2022 and has broad information technology experience as a result of that role and past work experience. Our CISO manages a team with broad cybersecurity experience, including in cybersecurity threat management, cybersecurity training and education, incident response, cyber forensics, insider threats and regulatory compliance. The cybersecurity department receives support to maintain the information security program from other functions, such as information technology, corporate security, internal audit and legal. Our CISO is informed about and monitors prevention, detection, mitigation and remediation efforts through regular communication and reporting from the internal team. We also engage and rely on third parties to support our information security program, such as assessors, consultants, contractors, auditors and other third-party service providers. In addition, we maintain policies and processes to assess and manage risks relating to third-party service providers, based on the nature of the engagement with the third party and based on the information and information
THE NEW YORK TIMES COMPANY – P. 25
systems to which the third party will have access. We maintain policies to conduct due diligence before onboarding new service providers and maintain ongoing evaluations to ensure compliance with our security standards.
From time to time, we experience security incidents. As of the date of this report, no cybersecurity incidents have had a material adverse effect on our business, financial condition or results of operations. Notwithstanding our ongoing investments in our cybersecurity program, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover losses related to any future incidents involving our data or systems.
See Item 1A. “Risk Factors — Risks Related to our Data Platform, Information Systems and Other Technology — Security incidents and other network and information systems disruptions could affect our ability to conduct our business effectively, cause us to incur significant costs, subject us to significant liability and/or damage our reputation ” and “— Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscriptions practices could adversely affect our business ” for a discussion of cybersecurity risks that may impact us.
ITEM 2. PROPERTIES
We own and lease various real properties in the U.S. and around the world, including in Europe and Asia. Our principal executive offices are located at 620 Eighth Avenue, New York, N.Y., in our headquarters building (the “Company Headquarters”), which was completed in 2007 and consists of approximately 1.54 million gross square feet. We own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. As of December 31, 2025, we had leased approximately 296,000 gross square feet to third parties.
In addition, we own a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 27-acre site. In 2020, we entered into an agreement to lease, beginning in the second quarter of 2022, and subsequently sell in February 2025, excess land at this location representing approximately four acres. On February 21, 2025, we finalized the sale and received net proceeds of approximately $33 million.
We believe our facilities are sufficient for our current needs and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damagesclaims that are greatly in excess of the amount, if any, that we would be liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as of December 31, 2025, is believed to be reasonably possible.
On December 27, 2023, we filed a lawsuit against Microsoft Corporation (“Microsoft”), Open AI Inc. and various of its corporate affiliates (collectively, “OpenAI”) in the United States District Court for the Southern District of New York (“SDNY”), alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act (“DMCA”), related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. On February 26, 2024, and March 4, 2024, respectively, OpenAI and Microsoft filed partial motions to dismiss, seeking dismissal of the unfair competition, contributory copyright infringement and DMCA claims. OpenAI also sought dismissal of a portion of the direct copyright infringement claim as being time-barred. On March 26, 2025, the court dismissed our unfair competition claim and DMCA claims, with leave to replead the latter, which we repled in part on May 28, 2025. The court permitted our other disputedclaims to go forward. On April 3, 2025, the Judicial Panel for Multidistrict Litigation consolidated our case with others pending against OpenAI before our assigned judge in the SDNY. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.
On December 5, 2025, we filed a lawsuit against Perplexity AI, Inc. (“Perplexity”) in the SDNY, alleging copyright infringement, trademark dilution and trademark infringement, related to Perplexity’s unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Perplexity from continuing its unlawful and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.
P. 26 – THE NEW YORK TIMES COMPANY
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
THE NEW YORK TIMES COMPANY – P. 27
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
Age
Employed By
Registrant Since
Recent Position(s) Held as of February 27, 2026
A.G. Sulzberger
Chairman (since 2021) and Publisher of The Times (since 2018); Deputy Publisher (2016 to 2017); Associate Editor (2015 to 2016); Assistant Editor (2012 to 2015)
Meredith Kopit Levien
President and Chief Executive Officer (since 2020); Executive Vice President and Chief Operating Officer (2017 to 2020); Executive Vice President and Chief Revenue Officer (2015 to 2017); Executive Vice President, Advertising (2013 to 2015); Chief Revenue Officer, Forbes Media LLC (2011 to 2013)
William Bardeen
Executive Vice President and Chief Financial Officer (since 2023); Chief Strategy Officer (2018 to 2023); Senior Vice President, Strategy and Development (2013 to 2018)
R. Anthony Benten
Senior Vice President, Treasurer (since 2016) and Chief Accounting Officer (since 2019); Corporate Controller (2007 to 2019); Senior Vice President, Finance (2008 to 2016)
Diane Brayton
Executive Vice President and Chief Legal Officer (since 2024); Executive Vice President and General Counsel (2017 to 2024); Secretary (2011 to 2023); Deputy General Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant General Counsel (2009 to 2016)
Jacqueline Welch
Executive Vice President and Chief Human Resources Officer (since 2021); Senior Vice President, Chief Human Resources Officer and Chief Diversity Officer, Freddie Mac (2016 to 2020); independent consultant (2014 to 2016); Senior Vice President, Human Resources – International (2010 to 2013) and Senior Vice President, Talent Management and Diversity (2008 to 2010), Turner Broadcasting
P. 28 – THE NEW YORK TIMES COMPANY
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The Class A Common Stock is listed on the New York Stock Exchange under the trading symbol “NYT.” The Class B Common Stock is unlisted and is not actively traded.
The number of security holders of record as of February 18, 2026, was as follows: Class A Common Stock: 4,015; Class B Common Stock: 24.
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. We currently expect to continue to pay cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.
ISSUER PURCHASES OF EQUITY SECURITIES (1)
Period
Total number of shares of Class A Common Stock purchased
Average price paid per share of Class A Common Stock
Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs
October 1, 2025 – October 31, 2025
November 1, 2025 – November 30, 2025
December 1, 2025 – December 31, 2025
Total for the fourth quarter of 2025
(1) Our 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.
THE NEW YORK TIMES COMPANY – P. 29
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ended December 31, 2025, on an assumed investment of $100 on December 31, 2020, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Media & Entertainment Index. Stockholder return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming reinvestment of dividends, and (ii) the difference between the issuer’s share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. As a result, stockholder return includes both dividends and stock appreciation.
Stock Performance Comparison Between the S&P 400 Midcap Index,
S&P 1500 Media & Entertainment Index and The New York Times Company’s Class A Common Stock
ITEM 6. [RESERVED]
P. 30 – THE NEW YORK TIMES COMPANY
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition as of December 31, 2025, and results of operations for the two years ended December 31, 2025. Please read this item together with our Consolidated Financial Statements and the related Notes included in this Annual Report. For comparison of results of operations for the fiscal years ended December 31, 2024, and December 31, 2023 see Part II, Item 7 of our 2024 Annual Report on Form 10-K, filed with the SEC on February 27, 2025.
Significant components of the management’s discussion and analysis of financial condition and results of operations section include:
PAGE
Executive Overview:
The executive overview section provides a summary of The New York Times Company and our business.
Results of Operations:
The results of operations section provides an analysis of our results on a consolidated basis.
Non-Operating Items:
The non-operating items section discusses certain non-operating items.
Non-GAAP Financial Measures :
The non-GAAP financial measures section provides a comparison of our non-GAAP financial measures to the most directly comparable GAAP measures for the two years ended December 31, 2025, and December 31, 2024.
Liquidity and Capital Resources:
The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 31, 2025, and December 31, 2024, and restricted cash, capital expenditures and third-party financing, commitments and contingencies existing as of December 31, 2025.
Critical Accounting Estimates:
The critical accounting estimates section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements.
EXECUTIVE OVERVIEW
We are a global media organization focused on creating and distributing high-quality news and information that help our audience understand and engage with the world. We believe that our original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other sources and are at the heart of what makes our journalism worth paying for. For further information, see “Item 1 — Business – Overview” and “– Our Strategy.”
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, commercial printing, the leasing of floors in our Company Headquarters, our live events business and retail commerce. Our main operating costs are employee-related costs.
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. 31
reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, see “— Results of Operations — Non-GAAP Financial Measures.”
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.
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.
2025 Financial Highlights
• The Company ended 2025 with approximately 12.78 million subscribers to its print and digital products, including approximately 12.21 million digital-only subscribers. Of the 12.21 million digital-only subscribers, approximately 6.48 million were bundle and multiproduct subscribers. Compared with the end of 2024, there was a net increase of approximately 1,400,000 digital-only subscribers.
• Total digital-only average revenue per user (“ARPU”) grew 2.7% year-over-year to $9.68 driven primarily by subscribers transitioning from promotional to higher prices and price increases on certain tenured subscribers.
• Operating profit increased 22.9% to $431.6 million in 2025 from $351.1 million in 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 20.8% to $550.1 million in 2025 from $455.4 million in 2024. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 15.3% in 2025, compared with 13.6% in 2024. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 19.5% in 2025, compared with 17.6% in 2024.
• Total revenues increased 9.2% to $2.82 billion in 2025 from $2.59 billion in 2024.
• Total subscription revenues increased 9.1% to $1.95 billion in 2025 from $1.79 billion in 2024. Digital-only subscription revenues increased 14.3% to $1.43 billion in 2025 from $1.25 billion in 2024.
• Total advertising revenues increased 11.8% to $566.0 million in 2025 from $506.3 million in 2024, due to an increase of 20.0% in digital advertising revenues, partially offset by a decrease of 5.4% in print advertising revenues.
• Affiliate, licensing and other revenues increased 5.7% to $308.1 million in 2025 from $291.4 million in 2024, as a result of higher licensing revenues.
• Operating costs increased 7.1% to $2.39 billion in 2025 from $2.23 billion in 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 6.8% to $2.27 billion in 2025 from $2.13 billion in 2024.
• Diluted earnings per share were $2.09 and $1.77 for 2025 and 2024, 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 measure discussed below under “Non-GAAP Financial Measures”) were $2.46 and $2.01 for 2025 and 2024, respectively.
• Net cash from operating activities for 2025 was $584.5 million compared with $410.5 million in 2024, and free cash flow, defined as net cash provided by operating activities less capital expenditures (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”), was $550.5 million compared with $381.3 million in 2024.
P. 32 – THE NEW YORK TIMES COMPANY
Industry Trends, Economic Conditions, Challenges and Risks
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; news aggregators; search engines; social media platforms; streaming services; and AI companies, certain of which have attracted and any of which may further 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.
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 and volatility, including the potential for a recession; expanded or retaliatory tariffs or taxes or other trade barriers; a competitive talent 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.
The newspaper industry has transitioned from being primarily print-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, 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).
We actively monitor industry 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.”
Liquidity
Throughout 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, 2025, the Company had cash, cash equivalents and marketable securities of approximately $1.2 billion and was debt-free.
Capital Return
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2026, our Board of Directors approved a quarterly dividend of $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.
Our 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 year ended December 31, 2025, repurchases totaled approximately $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 2023 authorization, leaving approximately $308.2 million remaining under the 2025 authorization.
THE NEW YORK TIMES COMPANY – P. 33
Managing Pension Liability
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.
As of December 31, 2025, our qualified pension plans had plan assets that were approximately $76 million above the present value of future benefits obligations, compared with approximately $71 million as of December 31, 2024. We made contributions of approximately $13 million to certain qualified pension plans in both 2025 and 2024, respectively. We expect to make contributions in 2026 to satisfy the greater of minimum funding or collective bargaining agreement requirements of approximately $14 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.
While we have made significant progress in our liability-driven investment strategy to reduce the funding volatility of our qualified pension plans, the size of our pension plan obligations relative to the size of our current operations will continue to have an impact on our reported financial results. We expect to continue to experience volatility in our pension costs, particularly due to the impact of changing discount rates, long-term return on plan assets and mortality assumptions on our qualified and non-qualified pension plans. We may also incur additional withdrawal obligations related to multiemployer plans in which we participate, as well as multiemployer plans from which we previously withdrew.
P. 34 – THE NEW YORK TIMES COMPANY
RESULTS OF OPERATIONS
Overview
The following table presents our consolidated financial results for the years ended December 31, 2025 , and 2024 :
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Revenues
Digital
Print
Subscription revenues
Digital
Print
Advertising revenues
Affiliate, licensing and other
Total revenues
Operating costs
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Total operating costs
Operating profit
Other components of net periodic benefit costs
Interest income and other, net
Income before income taxes
Income tax expense
Net income
* Represents a change equal to or in excess of 100% or one that is not meaningful.
THE NEW YORK TIMES COMPANY – P. 35
Revenues
Subscription; advertising; and affiliate, licensing and other revenues were as follows:
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Subscription
Advertising
Affiliate, licensing and other
Total revenues
Subscription Revenues
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 2025 and 2024). 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.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile application), as well as The Athletic and our Audio, Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to each of these products.
Subscription revenues increased $162.6 million, or 9.1%, in 2025 compared with 2024, primarily due to an increase in digital-only subscription revenues of $179.8 million, or 14.3%, partially offset by a decrease in print subscription revenues of $17.2 million, or 3.2%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $223.3 million and an increase in other single-product subscription revenues of $22.9 million, partially offset by a decrease in news-only subscription revenues of $66.4 million. Bundle and multiproduct average digital-only subscribers increased approximately 1,170,000, or 24.3%, while bundle and multiproduct ARPU (as defined below) increased $0.49, or 4.0%. Other single-product average digital-only subscribers increased approximately 630,000, or 20.5%, while other single-product ARPU decreased $0.13, or 3.6%. News-only average digital-only subscribers decreased approximately 620,000, or 27.0%, while news-only ARPU increased $1.21, or 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 weighted average of each month’s daily average subscribers). 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.
The following table summarizes digital and print subscription revenues for the years ended December 31, 2025, and December 31, 2024:
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Digital-only subscription revenues (1)
Print subscription revenues (2)
Total subscription revenues
(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.
(2) Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.
P. 36 – THE NEW YORK TIMES COMPANY
A subscriber is defined as a user who has subscribed (and for 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 2025 with approximately 12.78 million subscribers to its print and digital products, including approximately 12.21 million digital-only subscribers. Compared with the end of 2024, there was a net increase of approximately 1,400,000 digital-only subscribers.
Print domestic home-delivery subscribers totaled approximately 570,000 at the end of 2025, a net decrease of approximately 40,000 subscribers compared with the end of 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.
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.
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.
The following table sets forth subscribers as of the end of the five most recent fiscal quarters.
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
Digital-only subscribers:
Bundle and multiproduct (1)(2)(3)
News-only (2)(4)
Other single-product (2)(3)(5)
Total digital-only subscribers (2)(3)(6)
Print subscribers (7)
Total subscribers
(1) Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company’s products.
(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.
(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.
(4) Subscribers with only a digital-only news product subscription.
(5) Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products.
(6) Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.
(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.
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.
THE NEW YORK TIMES COMPANY – P. 37
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 Ended
December 31, 2025
December 31, 2024
Digital-only ARPU:
Bundle and multiproduct
News-only
Other single-product
Total digital-only ARPU
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.
Total digital-only ARPU was $9.68 for the year ended December 31, 2025, an increase of 2.7% compared with the year ended December 31, 2024. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on certain tenured subscribers.
Advertising Revenues
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. 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 revenue from display (which includes website and mobile applications), audio, email and video advertisements that 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.
The following table summarizes digital and print advertising revenues for the years ended December 31, 2025, and December 31, 2024:
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Digital advertising revenues
Print advertising revenues
Total advertising revenues
Digital advertising revenues, which represented 72.6% of the total advertising revenues in 2025, increased $68.5 million, or 20.0%, to $410.6 million compared with $342.1 million in 2024. The increase was primarily a result of higher display revenues of $66.4 million, driven by new advertising supply and strong marketer demand. Display impressions increased 19%, while the average rate increased 6%.
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.
P. 38 – THE NEW YORK TIMES COMPANY
Affiliate, Licensing and Other Revenues
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.
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.
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.
THE NEW YORK TIMES COMPANY – P. 39
Operating Costs
Operating costs were as follows:
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Total operating costs
* Represents a change equal to or in excess of 100% or one that is not meaningful.
The components of operating costs as a percentage of total operating costs were as follows:
Years Ended
December 31, 2025
December 31, 2024
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Total
P. 40 – THE NEW YORK TIMES COMPANY
The components of operating costs as a percentage of total revenues were as follows:
Years Ended
December 31, 2025
December 31, 2024
Cost of revenue (excluding depreciation and amortization)
Sales and marketing
Product development
General and administrative
Depreciation and amortization
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Total
Cost of Revenue (excluding depreciation and amortization)
Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution as well as infrastructure costs related to delivering digital content, which include all cloud and cloud-related costs as well as compensation for employees that enhance and maintain that infrastructure, excluding depreciation and amortization.
Cost of revenue (excluding depreciation and amortization) in 2025 increased $80.2 million, or 6.1%, compared with 2024, largely due to higher journalism costs of $48.7 million, higher subscriber servicing costs of $16.7 million, higher advertising servicing costs of $7.8 million, higher digital content delivery costs of $4.1 million and higher print production and distribution costs of $2.5 million. 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 as well as higher salaries, benefits costs and incentive compensation. The increase in subscriber servicing costs was largely due to higher commissions and credit card processing fees due to an increase in subscriptions, as well as higher compensation and benefits. The increase in advertising servicing costs was due to an increase in outside services costs as a result of a higher number of events and higher volume of custom advertising campaigns, as well as higher compensation and benefits, which was driven by higher incentive compensation and higher benefits costs. The increase in digital content delivery costs was largely due to higher cloud-related costs. The increase in print production and distribution costs was primarily due to higher distribution rates and higher occupancy, repairs and maintenance expenses, partially offset by fewer print copies produced.
Sales and Marketing
Sales and marketing includes costs related to the Company’s subscription and brand marketing efforts as well as advertising sales costs.
Sales and marketing costs in 2025 increased $28.7 million, or 10.3%, compared with 2024, primarily due to higher marketing costs of $15.4 million and higher sales costs of $12.9 million. The increase in marketing costs was primarily due to higher media expenses and higher compensation and benefits, which was driven by higher incentive compensation and higher benefits costs. The increase in sales costs was primarily due to higher compensation and benefits, which was driven by higher incentive compensation, growth in the number of employees and higher benefits costs.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, increased 9.3% to $151.6 million in 2025 from $138.8 million in 2024. The increase was largely a result of higher brand marketing expenses.
Product Development
Product development includes costs associated with the Company’s investment in developing and enhancing new and existing product technology, including engineering, product development and data insights.
THE NEW YORK TIMES COMPANY – P. 41
Product development costs in 2025 increased $16.1 million, or 6.5%, compared with 2024, largely due to higher compensation and benefits expenses of $8.0 million, which was driven by higher benefits costs and higher incentive compensation, as well as higher software and licensing costs of $3.6 million and higher outside services costs of $3.2 million.
General and Administrative Costs
General and administrative costs include general management, corporate enterprise technology, building operations, unallocated overhead, severance and multiemployer pension plan withdrawal costs.
General and administrative costs in 2025 increased $20.1 million, or 6.5%, compared with 2024, primarily due to higher compensation and benefits of $15.1 million, which was driven by incentive compensation and higher benefits costs, higher professional fees of $3.5 million and higher severance expense of $1.9 million, partially offset by lower other miscellaneous expenses of $1.2 million.
Depreciation and Amortization
Depreciation and amortization costs in 2025 increased $2.1 million, or 2.5%, compared with 2024. The increase is primarily due to higher equipment and building depreciation.
Generative AI Litigation Costs
For the years ended 2025 and 2024, the Company recorded $13.3 million and $10.8 million, respectively, of pre-tax litigation-related costs in connection with certain lawsuits allegingunlawful 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 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 10 of the Notes to the Consolidated Financial Statements for additional information.
Impairment Charges
In 2025, the Company recorded a $2.9 million impairment charge related to excess leased office space that is being marketed for sublet.
There were no impairment charges in 2024.
Multiemployer Pension Plan Liability Adjustments
In 2025, the Company recorded $3.0 million net charges related to a multiemployer pension plan liability adjustment.
In 2024, the Company recorded a favorable adjustment related to a reduction in its multiemployer pension plan liability of $3.0 million.
Other Items
See Note 10 of the Notes to the Consolidated Financial Statements for more information regarding other items.
NON-OPERATING ITEMS
Interest Income and Other, Net
See Note 10 of the Notes to the Consolidated Financial Statements for information regarding interest income and other.
Income Taxes
See Note 11 of the Notes to the Consolidated Financial Statements for information regarding income taxes.
Other Components of Net Periodic Benefit Costs
See Note 9 of the Notes to the Consolidated Financial Statements for information regarding other components of net periodic benefit costs.
P. 42 – THE NEW YORK TIMES COMPANY
NON-GAAP FINANCIAL MEASURES
We have included in this report certain supplemental financial information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have referred to the following non-GAAP financial measures in this report:
• adjusted diluted earnings per share, defined as diluted earnings per share excluding severance, non-operating retirement costs and the impact of special items;
• adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items, and expressed as a percentage of revenues, adjusted operating profit margin;
• adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items; and
• free cash flow, defined as net cash provided by operating activities less capital expenditures.
The special items in 2025 consisted of:
• $13.3 million of Generative AI Litigation Costs ($9.8 million, or $0.06 per share, after tax);
• A $3.5 million charge ($2.6 million, or $0.02 per share, after tax) related to an impairment of a non-marketable equity investment;
• $3.0 million net charges ($2.2 million, or $0.01 per share, after tax) related to multiemployer pension plan liability adjustments;
• A $2.9 million impairment charge ($2.1 million, or $0.01 per share, after tax) related to excess leased office space that is being marketed for sublet; and
The special items in 2024 consisted of:
• $10.8 million of Generative AI Litigation Costs ($8.0 million, or $0.05 per share, after tax); and
• A $3.0 million favorable adjustment ($2.2 million, or $0.01 per share, after tax) related to reductions in our multiemployer pension plan liabilities.
We have included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported diluted earnings/(loss) per share, operating profit/(loss) and operating costs. However, these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.
Adjusted diluted earnings per share provides useful information in evaluating the Company’s period-to-period performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing operating activities. Adjusted operating profit and adjusted operating profit margin are useful in evaluating the ongoing performance of the Company’s businesses as they exclude the significant non-cash impact of depreciation and amortization, as well as items not indicative of ongoing operating activities. Total operating costs include depreciation, amortization, severance and multiemployer pension plan withdrawal costs and special items. Total operating costs, excluding these items, provide investors with helpful supplemental information on the Company’s underlying operating costs that is used by management in its financial and operational decision-making.
THE NEW YORK TIMES COMPANY – P. 43
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs, and beginning in 2024, Generative AI Litigation Costs, as well as other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. Management determined to report Generative AI Litigation Costs as a special item and thus exclude them beginning in 2024 because, unlike other litigation expenses which are not excluded, 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. In addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful comparison of the Company’s operating results to historical performance.
Non-operating retirement costs include (i) interest cost, 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 and (iii) all multiemployer pension plan withdrawal costs. These non-operating retirement costs 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.
The Company considers free cash flow, which is defined as net cash provided by operating activities less capital expenditures, to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. See “Liquidity and Capital Resources — Free Cash Flow” below for more information and a reconciliation of free cash flow to net cash provided by operating activities.
P. 44 – THE NEW YORK TIMES COMPANY
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.
Reconciliation of diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
Years Ended
% Change
December 31, 2025
December 31, 2024
Diluted earnings per share
Add:
Amortization of acquired intangible assets
Severance
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs
Other components of net periodic benefit costs
Special items:
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Impairment of a non-marketable equity security
Income tax expense of adjustments
Adjusted diluted earnings per share (1)
(1) Amounts may not add due to rounding.
* Represents a change equal to or in excess of 100% or one that is not meaningful.
THE NEW YORK TIMES COMPANY – P. 45
Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Operating profit
Add:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Adjusted operating profit
Divided by:
Revenue
Operating profit margin
170 bps
Adjusted operating profit margin
190 bps
* Represents a change equal to or in excess of 100% or one that is not meaningful.
Reconciliation of total operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs)
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Operating costs
Less:
Depreciation and amortization
Severance
Multiemployer pension plan withdrawal costs
Generative AI Litigation Costs
Impairment charges
Multiemployer pension plan liability adjustments
Adjusted operating costs
* Represents a change equal to or in excess of 100% or one that is not meaningful.
P. 46 – THE NEW YORK TIMES COMPANY
LIQUIDITY AND CAPITAL RESOURCES
Overview
The following table presents information about our financial position:
Financial Position Summary
Years Ended
% Change
(In thousands, except ratios)
December 31, 2025
December 31, 2024
Cash and cash equivalents
Marketable securities
Total cash and cash equivalents and marketable securities
Total New York Times Company stockholders’ equity
Ratios:
Current assets to current liabilities
Our primary sources of cash from operations were revenues from subscription and advertising sales. Subscription and advertising revenues provided approximately 69% and 20%, respectively, of total revenues in 2025. The remaining cash inflows were primarily from other revenue sources such as licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company Headquarters, our live events business and retail commerce.
Our primary uses of cash from operations were for employee compensation and benefits and other operating expenses. We believe our cash and cash equivalents, marketable securities balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months and beyond.
As of December 31, 2025, we had cash and cash equivalents and marketable securities of $1,167.9 million and approximately $400 million in available borrowings, and no amounts were outstanding under our credit facility. Our cash and cash equivalents and marketable securities balances increased in 2025, primarily due to cash proceeds from operating activities, partially offset by cash used for share repurchases, dividend payments, capital expenditures and taxes paid on behalf of employees resulting from share-based compensation tax withholding.
We have paid quarterly dividends on the Class A and Class B Common Stock since 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 (see Note 18 of the Notes to the Consolidated Financial Statements for additional information). 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.
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 year ended December 31, 2025, repurchases totaled approximately $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 2023 authorization, leaving approximately $308.2 million remaining under the 2025 authorization.
During 2025, we made contributions of $13.1 million to certain qualified pension plans funded by cash on hand. As of December 31, 2025, our qualified pension plans had plan assets that were $75.9 million above the present value of future benefits obligations, an increase of $4.6 million from $71.3 million as of December 31, 2024. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $14 million in 2026.
THE NEW YORK TIMES COMPANY – P. 47
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
Years Ended
% Change
(In thousands)
December 31, 2025
December 31, 2024
Operating activities
Investing activities
Financing activities
Operating Activities
Cash from operating activities is generated by cash receipts from subscriptions; advertising sales; and affiliate, licensing and other revenues. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, marketing expenses and income taxes.
Net cash provided by operating activities increased in 2025 compared with 2024 due to higher net income, lower tax payments due to the impact of the One Big Beautiful Bill Act and net proceeds 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., partially offset by higher cash payments for incentive compensation.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects and acquisitions of new businesses and investments.
Net cash used in investing activities in 2025 was primarily related to $200.4 million in net purchases of marketable securities and $34.0 million in capital expenditures payments.
Financing Activities
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-based compensation tax withholding.
Net cash used in financing activities in 2025 was primarily related to share repurchases of $165.3 million, dividend payments of $110.4 million and share-based compensation tax withholding payments of $30.0 million.
See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
P. 48 – THE NEW YORK TIMES COMPANY
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures. The Company considers free cash flow to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. In addition, management uses free cash flow to set targets for return of capital to stockholders in the form of dividends and share repurchases.
The Company aims to return at least 50% of free cash flow to stockholders in the form of dividends and share repurchases over the next three to five years.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow:
Years Ended
(In thousands)
December 31, 2025
December 31, 2024
Net cash provided by operating activities
Less: Capital expenditures
Free cash flow
Free cash flow for 2025 was $550.5 million compared with $381.3 million in 2024. Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above.
Restricted Cash
We were required to maintain $15.0 million of restricted cash as of December 31, 2025, and $14.4 million as of December 31, 2024, substantially all of which is set aside to collateralize workers’ compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $33 million and $31 million in 2025 and 2024, respectively. The increase in capital expenditures in 2025 was primarily driven by higher expenditures related to improvements at our College Point, N.Y., printing and distribution facility and at a newsroom bureau, partially offset by lower expenditures at the Company Headquarters. The cash payments related to the capital expenditures totaled approximately $34 million and $29 million in 2025 and 2024, respectively, due to the timing of the payments. In 2026, we expect capital expenditures of approximately $51 million, which will be funded from cash on hand. The capital expenditures will be primarily driven by improvements in our Company Headquarters, expenditures related to our College Point, N.Y., printing and distribution facility, and investments in technology to support our strategic initiatives.
Third-Party Financing
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. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.
As of December 31, 2025, there were no borrowings and approximately $0.4 million in outstanding letters of credit, with the remaining committed amount available. As of December 31, 2025, the Company was in compliance with the financial covenants contained in the Credit Facility. See Note 10 of the Notes to the Consolidated Financial Statements for information regarding the Credit Facility.
THE NEW YORK TIMES COMPANY – P. 49
Contractual Obligations
The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 31, 2025. Actual payments in future periods may vary from those reflected in the table.
Payment due in
(In thousands)
Total
Later Years
Operating leases (1)
Purchase commitments (2)
Benefit plans (3)
Total
(1) See Note 16 of the Notes to the Consolidated Financial Statements for additional information related to our operating leases.
(2) Represents purchase commitments for the use of digital content delivery services from August 1, 2023, through July 31, 2028.
(3) The Company’s general funding policy with respect to qualified pension plans is to contribute amounts to satisfy the greater of minimum funding or collective bargaining agreement requirements. Contributions for our qualified pension plans and future benefit payments for our unfunded pension and other postretirement benefit payments have been estimated over a 10-year period; therefore, the amounts included in the “Later Years” column only include payments for the period of 2031-2035. For our funded qualified pension plans, estimating funding depends on several variables, including the performance of the plans’ investments, assumptions for discount rates, expected long-term rates of return on assets, rates of compensation increases (applicable only for the Guild-Times Adjustable Pension Plan that has not been frozen) and other factors. Thus, our actual contributions could vary substantially from these estimates. While benefit payments under these plans are expected to continue beyond 2035, we have included in this table only those benefit payments estimated over the next 10 years. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities. See Note 9 of the Notes to the Consolidated Financial Statements for additional information related to our pension and other postretirement benefits plans.
Other Liabilities — Other in our Consolidated Balance Sheets include liabilities related to (1) deferred compensation, primarily related to our deferred executive compensation plan (the “DEC”) and (2) various other liabilities, including our contingent tax liability for uncertain tax positions and contingent consideration. These liabilities are not included in the table above primarily because the timing of the future payments is not determinable. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.
The DEC previously enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ election in various hypothetical investment options. The fair value of deferred compensation is based on the hypothetical investments elected by the executives. The fair value of deferred compensation was $11.7 million as of December 31, 2025. The DEC was frozen effective December 31, 2015, and no new contributions may be made into the plan. See Note 10 of the Notes to the Consolidated Financial Statements for additional information on Other Liabilities — Other .
Our liability for uncertain tax positions was approximately $4 million, including approximately $0.4 million of accrued interest as of December 31, 2025. Until formal resolutions are reached between the Company and the taxing authorities, determining the timing and amount of possible audit settlements relating to uncertain tax positions is not practicable. Therefore, we do not include this obligation in the table of contractual obligations. See Note 11 of the Notes to the Consolidated Financial Statements for additional information regarding income taxes.
We have a contract through the end of 2027 with Domtar Corporation, a large global manufacturer and distributor of paper, market pulp and wood products. The contract requires the Company to purchase annually a percentage of our total newsprint requirement at market rate in an arm’s-length transaction. Since the quantities of newsprint purchased annually under this contract are based on our total newsprint requirement, the amount of the related payments for these purchases is excluded from the table above.
P. 50 – THE NEW YORK TIMES COMPANY
CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements for the periods presented.
We continually evaluate the policies and estimates we use to prepare our Consolidated Financial Statements. In general, management’s estimates are based on historical experience, information from third-party professionals and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from those estimates made by management.
Our critical accounting estimates include our accounting for goodwill and intangibles, retirement benefits and revenue recognition. Specific risks related to our critical accounting estimates are discussed below. For a description of our related accounting policies, see Note 2 of the Notes to the Consolidated Financial Statements.
Goodwill
We evaluate whether there has been an impairment of goodwill on an annual basis or in an interim period if certain circumstances indicate that a possible impairment may exist.
(In thousands)
December 31, 2025
December 31, 2024
Goodwill
Total assets
Percentage of goodwill to total assets
The impairment analysis is considered a critical accounting estimate because of the significance of goodwill to our Consolidated Balance Sheets.
We test goodwill for impairment at a reporting unit level. We have an option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
If we elect to bypass the qualitative assessment or if the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we are required to perform a quantitative assessment for impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Fair value is calculated by a combination of a discounted cash flow model and a market approach model.
When performing a quantitative assessment for goodwill, the discounted cash flow model requires us to make various judgments, estimates and assumptions, many of which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working capital and discount rates. The starting point for the assumptions used in our discounted cash flow model is the annual long-range financial forecast. The annual planning process that we undertake to prepare the long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others. Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period. Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader macroeconomic conditions outside our control.
The market approach analysis includes applying a multiple, based on comparable market transactions, to certain operating metrics of a reporting unit.
The significant estimates and assumptions used by management in assessing the recoverability of goodwill and intangibles are estimated future cash flows, discount rates, growth rates and other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates, based on reasonable and supportable assumptions and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the estimated results of the impairment tests can vary within a range of outcomes.
For the 2025 annual impairment testing, based on our qualitative assessment, we concluded that goodwill is not impaired.
THE NEW YORK TIMES COMPANY – P. 51
Pension Benefits
We sponsor a frozen single-employer defined benefit pension plan. The Company and The NewsGuild of New York (the “Guild”) jointly sponsor the Guild-Times Adjustable Pension Plan (the “APP”), which continues to accrue active benefits. Our pension liability also includes our multiemployer pension plan withdrawal obligations.
The table below includes the liability for all of our pension plans.
(In thousands)
December 31, 2025
December 31, 2024
Pension liabilities (includes current portion)
Total liabilities
Percentage of pension liabilities to total liabilities
Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded). These plans provide participating employees with retirement benefits in accordance with benefit formulas detailed in each plan. All of our non-qualified plans, which provide enhanced retirement benefits to select employees, are frozen, except for a foreign-based pension plan discussed below.
Our joint Company- and Guild-sponsored plan is a qualified plan and is included in the table below.
We also have a foreign-based pension plan for certain non-U.S. employees (the “foreign plan”). The information for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan is immaterial to our total benefit obligation.
The funded status of our qualified and non-qualified pension plans as of December 31, 2025, is as follows:
December 31, 2025
(In thousands)
Qualified Plans
Non-Qualified Plans
All Plans
Pension obligation
Fair value of plan assets
Pension asset/(obligation), net
We made contributions of approximately $13 million to the APP in 2025. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $14 million in 2026.
Pension expense is calculated using a number of actuarial assumptions, including an expected long-term rate of return on assets (for qualified plans) and a discount rate. Our methodology in selecting these actuarial assumptions is discussed below.
In determining the expected long-term rate of return on assets, we evaluated input from our investment consultants and investment management firms, including our review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants are based on broad equity and bond indices. Our objective is to select an average rate of earnings expected on existing plan assets and expected contributions to the plan (less plan expenses to be incurred) during the year. The expected long-term rate of return determined on this basis was 5.60% at the beginning of 2025. Our plan assets had an average rate of return of approximately 9.55% in 2025 and an average annual return of approximately 6.79% over the three-year period 2023–2025. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
The market-related value of plan assets is multiplied by the expected long-term rate of return on assets to compute the expected return on plan assets, a component of net periodic pension cost. The market-related value of plan assets is a calculated value that recognizes changes in fair value over three years.
P. 52 – THE NEW YORK TIMES COMPANY
Based on the composition of our assets at the end of the year, we estimated our 2026 expected long-term rate of return to be 5.80%. If we had decreased our expected long-term rate of return on our plan assets by 50 basis points in 2025, pension expense would have increased by approximately $5 million for our qualified pension plans. Our funding requirements would not have been materially affected.
We determined our discount rate using a Ryan ALM, Inc. Curve (the “Ryan Curve”). The Ryan Curve provides the bonds included in the curve and allows adjustments for certain outliers (i.e., bonds on “watch”). We believe the Ryan Curve allows us to calculate an appropriate discount rate.
To determine our discount rate, we project a cash flow based on annual accrued benefits. For active participants, the benefits under the respective pension plans are projected to the date of termination. The projected plan cash flow is discounted to the measurement date, which is the last day of our fiscal year, using the annual spot rates provided in the Ryan Curve. A single discount rate is then computed so that the present value of the benefit cash flow equals the present value computed using the Ryan Curve rates.
The weighted-average discount rate determined on this basis was 5.45% for our qualified plans and 5.25% for our non-qualified plans as of December 31, 2025.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2025, pension expense would have increased by approximately $0.3 million and our pension obligation would have increased by approximately $55 million as of December 31, 2025.
We will continue to evaluate all of our actuarial assumptions, generally on an annual basis, and will adjust as necessary. Actual pension expense will depend on future investment performance, changes in future discount rates, the level of contributions we make and various other factors.
We also recognize the present value of pension liabilities associated with the withdrawal from multiemployer pension plans. Our multiemployer pension plan withdrawal liability was approximately $60 million as of December 31, 2025. This liability represents the present value of the obligations related to complete and partial withdrawals that have already occurred.
See Note 9 of the Notes to the Consolidated Financial Statements for additional information regarding our pension plans.
Revenue Recognition
Our contracts with customers sometimes include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. We use an observable price to determine the standalone selling price for separate performance obligations if available or, when not available, an estimate that maximizes the use of observable inputs and faithfully depicts the selling price of the promised goods or services if we sold those goods or services separately to a similar customer in similar circumstances.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements.
