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What changed in NEW YORK TIMES CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NEW YORK TIMES CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+380 added−399 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in NEW YORK TIMES CO's 2025 10-K

380 paragraphs added · 399 removed · 326 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur digital news product also competes with customized news feeds, news aggregators and social media products of companies such as Apple, Alphabet, ByteDance, Meta Platforms and X, as well as with products and tools powered by generative AI. Our other digital products compete with content providers in their respective categories, as well as other digital media of general interest.
Biggest changeOur 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.
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 help, financial wellness programs, work/life support resources and more.
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.
We offer comprehensive benefits to eligible employees and their dependents, including defined contribution (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.
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.
We offer a 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.
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.
We license content to digital aggregators in the business, professional, academic and library markets, in addition to licensing select content to third-party digital platforms for access by their users and for other purposes.
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.
Competition for subscription revenue and audience is generally based upon content breadth, depth, originality, quality, relevance and timeliness; reputation and brand strength; product experience; format; 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; our products’ pricing and subscription plans and our content access models; and service.
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.
In line with our business goals, our total rewards philosophy links compensation to performance. Every two years — most recently in 2023 — 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.
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 believe that our original, independent and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from others and is 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.
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.
We seek to continuously improve our talent programs and practices to attract and retain the best possible talent, including building candidate pools and pipelines that reflect diverse backgrounds, using inclusive and accessible job descriptions and focusing on consistent and fair processes. • Offer opportunities for colleagues to connect.
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.
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 22 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.
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.
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. P. 8 – THE NEW YORK TIMES COMPANY
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
Competition for advertising revenue is generally based upon the content and format of our products; audience levels and demographics; advertising rates; service; targeting capabilities; results observed by advertisers; and perceived effectiveness of advertising offerings.
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.
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, 2024, according to data collected by the Alliance for Audited Media (“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
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.
In 2025, 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.
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.
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 applications, 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 product), Cooking (our recipes 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.
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.
The international edition of The Times is printed under contract at 23 sites throughout the world and is sold in approximately 60 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.
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.
Category Expiration Date Typographers March 30, 2025 Voice Actors October 31, 2025 The New York Times Guild February 28, 2026 Drivers March 30, 2026 Machinists March 30, 2026 Paperhandlers March 30, 2026 Stereotypers March 30, 2026 Wirecutter February 28, 2027 Mailers March 30, 2027 Pressmen March 30, 2027 The New York Times Tech Guild February 29, 2028 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.
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 current aim is to reach 15 million total subscribers by year-end 2027, up from approximately 11.43 million at the end of 2024. 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.
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.
We also make some of our content free as a way to generate large audiences that we monetize through advertising or by eventually converting them into subscribers; this includes Wordle and Connections (daily digital word games) and a portion of our audio journalism (which is distributed both on our digital platforms and on third-party platforms).
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.
As of December 31, 2024, we had approximately 11.43 million 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.
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.
In 2024 and 2023, we used the following types and quantities of paper: (In metric tons) 2024 2023 Newsprint (1) 55,000 59,000 Coated and Supercalendered Paper (2) 7,900 8,900 (1) Newsprint usage includes paper used for commercial printing.
In 2025 and 2024, we used the following types and quantities of paper: (In metric tons) 2025 2024 Newsprint (1) 51,000 55,000 Coated and Supercalendered Paper (2) 7,400 7,900 (1) Newsprint usage includes paper used for commercial printing.
Supporting employees’ health, safety and well-being Our employees’ well-being is vital to our success, and their physical, mental and financial health is a top priority.
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.
Collective bargaining agreements Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2024. In addition, some of our Athletic employees are seeking to unionize. The following is a list of our collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates.
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.
The Athletic does not have a print product and therefore does not generate print advertising revenue. Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising. OTHER REVENUES We also derive revenue from other activities, which primarily include: • The Company’s licensing of our intellectual property.
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.
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 over 20% as of December 31, 2024.
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.
Our suite of email newsletters reaches the inboxes of millions globally and plays a central role in engaging potential subscribers. Our news 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 audio-visual programming and features.
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.
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.
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.
We have a wide range of communities, including employee resource groups, clubs and career networks, 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.
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.
We compete for audience, subscribers, licensees and advertising against a wide variety of companies, including content providers and distributors, news aggregators, search engines, social media platforms, streaming services and products and tools powered by generative artificial intelligence (“AI”), any of which might attract audiences and/or advertisers to their platforms and away from ours.
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.
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.
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.
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 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.
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.
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.
Each year, we release data on the composition of our staff. Our reporting currently can be found at www.nytco.com/company/diversity-and-inclusion. 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.
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.
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 make the choice at times to suspend limits on registered users’ free access to particularly important news coverage.
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.
(Under AAM’s reporting guidance, qualified circulation represents copies available for individual consumers that are either non-paid or paid by someone other than the individual, such as copies delivered to schools and colleges and copies purchased by businesses for free distribution.) THE NEW YORK TIMES COMPANY – P. 4 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 and video ads; in print in the form of column-inch ads; and at live events.
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.
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.
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.
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 change and face significant competition in all aspects of our business.
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.
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 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.
In 2025, 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 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.
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.
Our Board of Directors reviews and discusses with management a wide range of human capital management matters, including succession planning, talent development and workplace culture. In addition, our Compensation Committee oversees matters related to human capital management. As of December 31, 2024, we had approximately 5,900 full-time equivalent employees, which includes more than 2,800 involved in our journalism operations.
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.
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.
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.
Revenue from premium digital advertising remains an important 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.
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.
The number of paid digital-only subscribers also includes estimated group corporate and group education subscriptions (which collectively represented approximately 6% of total paid digital subscribers as of December 31, 2024). The number of paid group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
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.
The majority of our advertising revenue is derived from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through programmatic auctions run by third-party advertising exchanges. Digital advertising includes our core digital advertising business 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.
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.
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.
Print advertising for The Times includes revenue from column-inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as freestanding inserts. Column-inch ads are priced according to established rates, with premiums for color and positioning, and classified advertising is paid for on a per-line basis. In 2024, print advertising represented approximately 32% of our advertising revenues.
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.
SUBSCRIBERS AND AUDIENCE Our content reaches a broad audience through both digital and print platforms. As of December 31, 2024, we had approximately 11.43 million subscribers across 229 countries and territories. Paid digital-only subscribers totaled approximately 10.82 million as of December 31, 2024.
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.
Our core digital advertising consists of direct-sold display (which includes website and mobile applications), podcast, email and video advertisements that are sold directly to marketers by our advertising sales teams. Our digital advertising offerings include solutions that use proprietary first-party data to generate predictive insights and help inform our clients’ advertising strategies.
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.
In order to attract, retain and maximize the contributions of world-class talent from a diversity of backgrounds, we work to create an engaging and rewarding employee experience in a variety of ways, including maintaining an inclusive workplace culture where everyone can do their best work; developing talent; providing equitable and competitive compensation and benefits (total rewards); and supporting employees’ health, safety and well-being.
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.
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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.
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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.
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The actual number of users who have access to our products through group sales is substantially higher. According to comScore Media Metrix, an online audience-measurement service, in 2024, our websites and mobile applications had a monthly average of approximately 93 million unique visitors in the United States on either desktop/laptop computers or mobile devices.
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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.
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Globally, including the United States, our websites and mobile applications had a monthly average of approximately 137 million unique visitors on either desktop/laptop computers or mobile devices, according to internal data estimates.
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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.
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For the year ended December 31, 2024, The Times’s average circulation (which includes paid and qualified circulation of the newspaper in print) was approximately 253,000 for weekday (Monday to Friday) and 623,000 for Sunday.
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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.
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Other digital advertising includes advertising revenues generated by programmatic advertising and creative services associated with branded content. In 2024, digital advertising represented approximately 68% of our advertising revenues. Both The New York Times Group and The Athletic have digital advertising revenues in the above categories.
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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.
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Our news product most directly competes for audience, subscriptions and advertising with other U.S. and global news and information digital and print products, including The Washington Post, The Wall Street Journal, CNN, BBC News, The Guardian and Financial Times.
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By maintaining a reach that extends beyond paid relationships, we bolster the mission of our journalism and the long-term health of our business.
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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.
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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.
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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.
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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.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese factors include: • our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience; • our reputation and brand strength relative to those of our competitors; • the popularity, usefulness, ease of use, format, performance, reliability and value of our digital products; • the sustained engagement of our audience directly with our products; • our visibility on search engines and social media platforms and in mobile app stores; • our ability to reach new users in the United States and abroad; • our ability to develop, maintain and monetize our products; • our products’ pricing and subscription plans and our content access models; • our ability to effectively protect our intellectual property, including from unauthorized use by generative AI developers in ways that harm our brand and promote the spread of misinformation; • our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors; • our ability to attract, retain and motivate 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.
Biggest changeThese 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.
The size and engagement of our audience depends on many factors within and beyond our control, including the size and speed of development of the markets for our products; significant news, sports and other events; varied and changing consumer expectations and behaviors (including consumers’ interest in or avoidance of news content and methods of consuming news); public awareness of our brands and sentiment about independent journalism and our brands, content and products; the free access we provide to our content; and the format and breadth of our offerings, among other factors.
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.
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 a decline in the perceived value of independent journalism or 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 or changes in the information ecosystem.
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.
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 from other business concerns or resources; 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, compliance and information technology (including cybersecurity and data privacy controls) systems, in an efficient and effective manner; and other unanticipated problems and liabilities.
Acquisitions may involve significant risks and uncertainties, including difficulties in integrating and managing acquired businesses (including cultural challenges associated with transitioning employees from the acquired company into our organization); failure to correctly anticipate liabilities, deficiencies, or other claims and/or other costs; diversion of management attention; use of resources that are needed in other parts of our business; possible dilution of our brand or harm to our reputation; the potential loss of key employees; risks associated with strategic relationships; risks associated with integrating operations and systems, such as financial reporting, internal control and compliance and information technology systems (including cybersecurity and data privacy controls) in an efficient and effective manner; and other unanticipated problems and liabilities.
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 users 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.
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.
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 the Company’s 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.
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.
These actors, whether internal or external to the Company, may 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.
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.
Our ability to grow the size and profitability of our 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 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.
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, integrate, improve, upgrade, scale and protect our products and technical and data infrastructure, including some legacy systems.
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.
Failure to comply with 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.
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.
Failure to protect personal data in accordance with these requirements, provide individuals with adequate notice of our privacy policies, respond to consumer rights requests or obtain required valid consent where applicable, for example, could subject us to liability.
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.
The application of existing laws and regulations to new technologies, including generative AI, remains unsettled, and the development of the law in this area could impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it.
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.
Outside of the New York area, The Times is printed and distributed under contracts with print and distribution partners across the United States and internationally. Our production and distribution facility and our print partners rely on suppliers for deliveries of newsprint.
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.
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 transactions.
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.
If these third parties do not continue to provide their services as we expect or adversely change their 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 missed opportunities; increase our costs; damage our reputation; and adversely affect our financial results.
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 missed opportunities; increase our costs; damage our reputation; and adversely affect our financial results.
Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to achieve 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.
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.
Our ability to attract, retain, monetize and protect our users is dependent upon the reliable performance and increasing capabilities and integration of our products and our underlying 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.
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 demographic trends.
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.
Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues. P. 20 – THE NEW YORK TIMES COMPANY 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.
Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues. P. 22 – THE NEW YORK TIMES COMPANY 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.
As of December 31, 2024, 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.
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.
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; • 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.
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; THE NEW YORK TIMES COMPANY – P. 15 • 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.
The complex systems, processes and methodologies used to measure these metrics require significant effort, judgment and design inputs, and are susceptible to human error, technical and coding errors and other vulnerabilities, including those in hardware devices, operating systems and other third-party products or services on which we rely.
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.
If we do not adapt to differences 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.
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.
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 $350 million unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility.
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.
ITEM 1A. RISK FACTORS This section highlights specific risks that could affect us and our businesses. You should carefully consider each of the following risks, as well as the other information included in this Annual Report on Form 10-K.
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.
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 such properties sufficiently attractive.
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.
Risks Related to Our Employees and Pension Obligations If we are unable to attract and maintain a talented and diverse workforce, it could have a negative impact on our competitive position, reputation, business, financial condition or results of operations.
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.
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 the payment industry (such as changes in payment regulations, standards or policies, including related to renewal and cancellation notice requirements, and the introduction of new subscription management tools), and the expiration or replacement of subscribers’ credit cards.
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.
In addition, various laws and regulations govern the manner in which we market our subscription products, including with respect to subscriptions, billing, automatic renewals and cancellation. 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.
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.
Competition for certain types of acquisitions is significant. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all.
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.
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, make acquisitions or dispositions, and prepay debt. Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.
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.
P. 16 – THE NEW YORK TIMES COMPANY 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.
P. 18 – THE NEW YORK TIMES COMPANY 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.
From time to time, we publicly announce guidance and targets, including in connection with the number of our subscribers, revenues, costs, profit, capital expenditures and capital return strategy.
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.
The Company’s 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, the Company’s financial performance, its credit ratings or absence of a credit rating, the liquidity of the overall capital markets and the state of the economy.
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.
Information security threats are constantly evolving in sophistication and volume and attackers may use generative AI and machine learning to launch more automated, targeted, sophisticated and coordinated attacks against targets, potentially increasing the difficulty of detecting and successfully defending against them. A successful breach could occur and persist for an extended period of time before being detected.
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 successfully defending against them. A successful breach could occur and persist for an extended period of time before being detected.
In addition, stock-based compensation is an important component of our overall compensation, and if the perceived value of our equity awards relative to those of our competitors declines, including as a result of declines in the market price of our Class A Common Stock or changes in perception about our prospects, that may adversely affect our ability to recruit and retain talent.
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.
Although as of December 31, 2024, our qualified defined benefit pension plans had plan assets that were approximately $71 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.
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.
As a result, we may incur significant THE NEW YORK TIMES COMPANY – P. 19 costs to attract new employees and retain our existing employees, and we may lose talent through attrition and/or be unable to hire new employees quickly enough to meet our needs.
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.
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 results of operations.
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.
There has been ongoing focus on and regulatory scrutiny related to laws and regulations governing privacy, data protection, consumer marketing and subscriptions practices.
There has been increasing focus on and regulatory scrutiny related to laws and regulations governing privacy, data protection, consumer marketing and subscriptions practices.
Acceptance and processing of these payment methods are subject to differing certifications, rules, regulations, industry standards and laws concerning subscriptions, billing and automatic renewals, which continue to evolve, and require payment of interchange and other transaction fees.
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.
A significant number of our employees are unionized, 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, 2024.
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.
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. From time to time the Company may need or desire to access the long-term and short-term capital markets to obtain financing.
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.
There can be no assurance that the Company will have access to the capital markets on terms acceptable to it. 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.
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 brand and reputation could also be adversely impacted by negative claims or publicity regarding the Company or its operations, products, services, employees, practices (including social, data privacy and environmental practices) or business affiliates (including advertisers), as well as our potential inability to adequately respond to such negative claims or publicity, even if such claims are untrue.
Our brand and reputation could also be adversely impacted by negative claims 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 negative claims or publicity, even if such claims are untrue.
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 businesses, the market price of our Class A Common Stock could be adversely affected. THE NEW YORK TIMES COMPANY – P. 23
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. P. 24 – THE NEW YORK TIMES COMPANY
THE NEW YORK TIMES COMPANY – P. 17 We have implemented controls and taken other preventative measures designed to strengthen our systems and to improve the resiliency of our business against such incidents and attacks, including measures designed to reduce the impact of a security incident at our third-party vendors.
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.
Existing and new laws and regulations in these areas have imposed and may continue to 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.
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.
Any events causing significant disruption or distraction to the public or to our workforce or impacting economic conditions, such as supply chain disruptions, political instability or crises, economic instability, war, public THE NEW YORK TIMES COMPANY – P. 13 health crises, social unrest, terrorist attacks, natural disasters and other adverse weather and climate conditions, or other unexpected events, could also disrupt our operations or the operations of one or more of the third parties on which we rely.
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.
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 claims against us by governmental entities, classes of litigants or others, regulatory P. 18 – THE NEW YORK TIMES COMPANY inquiries, negative publicity and a loss of confidence in us by our users and advertisers.
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 claims against 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.
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.
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.
In addition, the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for certain employees represented by the NewsGuild. We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans.
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.
P. 22 – THE NEW YORK TIMES COMPANY Risks Related to Common Stock and Debt 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.
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.
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 (including marketing and compliance costs and costs to recruit, integrate and retain talented employees); 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.
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.
The size and engagement of our audience also depends on our ability to successfully manage changes implemented by search engines, social media platforms and operating systems and changes in the digital information ecosystem, including related to generative AI, that affect or could affect the visibility of and traffic to our content.
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.
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), which may occur more frequently or with more severity as a result of climate change; fires; human error, fraud or malice; public health conditions; acts of terrorism; or other similar events.
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.
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 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.
Even if our products and services are favorably received, they may not advance our business strategy as expected, may result in unanticipated costs or liabilities and may fall short of expected return on investment targets or fail to generate THE NEW YORK TIMES COMPANY – P. 13 sufficient revenue to justify our investments, which could result in write-offs of impaired assets and/or adversely affect our business, reputation, results of operations and financial condition.
We also depend on accurate reporting by third parties such as Apple and Alphabet, as some of our subscribers purchase their subscriptions through these intermediaries, 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.
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.
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. All of the significant multiemployer plans in which we participate are specific to the newspaper and broader printing and publishing industries, which continue to undergo significant pressure.
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.
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 change. We compete for audience share and subscribers, as well as subscription, advertising and other revenues such as licensing and affiliate referral revenues.
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 providers and distributors, news aggregators, search engines, social media platforms, streaming services and products and tools powered by generative AI. Competition among these companies 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.
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.
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.
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.
The price of newsprint has historically been volatile, and its cost and availability may be affected by various factors, including supply chain disruptions (including as a result of natural disasters and fires, which may occur more frequently or with more severity as a result of climate change), transportation issues, labor shortages or unrest, conversion to paper grades other than newsprint, higher tariffs and other disruptions that may affect production or deliveries of 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.
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, the Company sponsors several non-qualified pension plans, with unfunded obligations totaling approximately $167 million as of December 31, 2024.
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.
The future impact that economic, political and public health conditions will have on our business, operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate. It is also possible that these conditions may accelerate or worsen other risks.
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.
If we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as P. 10 – THE NEW YORK TIMES COMPANY digital subscriptions, or if print subscription revenue declines at a faster rate than we anticipate, our operating results will be adversely affected.
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.
In addition, we rely on third-party platforms for a significant portion of our affiliate referral revenue while competing with such platforms for product discovery and recommendation audiences.
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.
Recent advances and continued rapid development in generative AI technology may significantly alter the market for our products and services.
Continued rapid development in generative AI technology has impacted and may significantly alter the market for our products and services.
Governmental authorities may enact new laws, or urge interpretations of existing laws, that limit the Company's intellectual property rights, including in relation to the unauthorized use of the Company's content by generative AI companies, which may negatively impact the Company’s ability to protect and generate revenue from its intellectual property.
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.
We have invested and will continue to invest significant resources in our efforts to do so, including our THE NEW YORK TIMES COMPANY – P. 9 investments in cross-product integrations, but there is no assurance that we will be able to successfully grow our subscriber base in line with our expectations, or that we will be able to do so without taking steps such as adjusting our pricing or incurring subscription acquisition costs that could adversely affect our subscription revenues, margin and/or profitability.
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.
Currently, one of the significant multiemployer plans in which we participate is classified as “critical and declining.” We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated and with respect to partial withdrawals from several plans 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.
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.
Certain laws and regulations relating to environmental matters include specific, target-driven disclosure requirements or obligations; may require additional investments, increased attention from management and the implementation of new practices and reporting processes; and may involve additional compliance risk. In addition, we have undertaken or announced sustainability-related actions and goals that require ongoing investments and changes to our operations.
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.
We are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multiproduct digital bundle, but there can be no assurance that such efforts will continue to be successful in attracting and retaining subscribers.
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 are currently engaged in litigation in the United States to enforce our intellectual property rights, and we may in the future be required to do so in the United States or elsewhere. Such litigation has been and may continue to be costly and time-consuming. See “Item 3 — Legal Proceedings” for additional information.
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.
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, uncertainty and volatility, including the potential for a recession; a competitive labor market; inflation; supply chain disruptions; high interest rates; and political and sociopolitical uncertainties and conflicts.
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.
In addition, if we or those who engage with our content experience disruptions in internet service or if internet service providers are able to 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 operating results.
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.
Any interruptions to these services could result in interruptions in service to our subscribers, users, advertisers and/or the Company’s 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 unanticipated downtime and/or harm to our operations, reputation and operating results.
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.
We derive substantial revenues from the sale of advertising in our products. Our advertising revenues are sensitive to the macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions.
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.
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.
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.
Our ability to attract and grow our digital subscriber base depends on the size of our audience and its sustained engagement directly with our products, including the breadth, depth and frequency of use.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn 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 P. 24 – THE NEW YORK TIMES COMPANY systems to which the third party will have access.
Biggest changeIn 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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn 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 of our 31 acres.
Biggest changeIn 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 own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. As of December 31, 2024, 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 31-acre site.
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair 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.
Biggest changeWe 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
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, alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content.
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 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, 2024, is believed to be reasonably possible.
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.
Added
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.
Added
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 disputed claims to go forward.
Added
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.
Added
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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeAnthony Benten 61 1989 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 56 2004 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 55 2021 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. 26 – THE NEW YORK TIMES COMPANY PART II
Biggest changeAnthony Benten 62 1989 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 57 2004 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 56 2021 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 4. MINE SAFETY DISCLOSURES Not applicable. THE NEW YORK TIMES COMPANY – P. 25 EXECUTIVE OFFICERS OF THE REGISTRANT Name Age Employed By Registrant Since Recent Position(s) Held as of February 27, 2025 A.G.
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 44 2009 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 53 2013 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 50 2004 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.
Sulzberger 45 2009 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 54 2013 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 51 2004 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeISSUER PURCHASES OF EQUITY SECURITIES (1) Period Total number of shares of Class A Common Stock purchased (a) Average price paid per share of Class A Common Stock (b) Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs (c) Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs (d) October 1, 2024 - October 31, 2024 124,876 $ 55.26 124,876 $ 183,261,000 November 1, 2024 - November 30, 2024 188,171 $ 54.18 188,171 $ 173,065,000 December 1, 2024 - December 31, 2024 140,033 $ 54.25 140,033 $ 165,469,000 Total for the fourth quarter of 2024 453,080 $ 54.52 453,080 $ 165,469,000 (1) The Board of Directors approved Class A stock repurchase programs in February 2022 ($150.0 million), February 2023 ($250.0 million) and February 2025 ($350.0 million).
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES (1) Period Total number of shares of Class A Common Stock purchased (a) Average price paid per share of Class A Common Stock (b) Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs (c) Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs (d) October 1, 2025 – October 31, 2025 225,666 $ 56.01 225,666 $ 392,992,000 November 1, 2025 – November 30, 2025 301,156 $ 62.44 301,156 $ 374,187,000 December 1, 2025 – December 31, 2025 356,780 $ 67.27 356,780 $ 350,188,000 Total for the fourth quarter of 2025 883,602 $ 62.77 883,602 $ 350,188,000 (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 NEW YORK TIMES COMPANY – P. 27 PERFORMANCE PRESENTATION The following graph shows the annual cumulative total stockholder return for the five fiscal years ended December 31, 2024, on an assumed investment of $100 on December 31, 2019, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Media & Entertainment Index.
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.
The number of security holders of record as of February 19, 2025, was as follows: Class A Common Stock: 4,223; Class B Common Stock: 24. In February 2025, the Board of Directors approved a quarterly dividend of $0.18 per share, an increase of $0.05 per share from the previous quarter.
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.
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.
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.
Removed
Through February 19, 2025, the aggregate purchase price of repurchases under these programs totaled approximately $266.9 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $483.1 million remaining under the 2023 and 2025 authorizations. There is no expiration date with respect to these authorizations.
Added
There is no expiration date with respect to these authorizations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

129 edited+20 added−42 removed46 unchanged
Biggest changeTHE NEW YORK TIMES COMPANY – P. 37 Operating Costs Operating costs were as follows: Years Ended % Change (In thousands) December 31, 2024 December 31, 2023 2024 vs. 2023 Operating costs: Cost of revenue (excluding depreciation and amortization) $ 1,309,514 $ 1,249,061 4.8 % Sales and marketing 278,425 260,227 7.0 % Product development 248,198 228,804 8.5 % General and administrative 307,930 311,039 (1.0) % Depreciation and amortization 82,936 86,115 (3.7) % Generative AI Litigation Costs 10,800 — * Impairment charges — 15,239 * Multiemployer pension plan liability adjustment (2,980) (605) * Total operating costs $ 2,234,823 $ 2,149,880 4.0 % The components of operating costs as a percentage of total operating costs were as follows: Years Ended December 31, 2024 December 31, 2023 Components of operating costs as a percentage of total operating costs Cost of revenue (excluding depreciation and amortization) 59 % 58 % Sales and marketing 12 % 12 % Product development 11 % 11 % General and administrative 14 % 14 % Depreciation and amortization 4 % 4 % Acquisition-related costs — % — % Generative AI Litigation Costs — % — % Impairment charges — % 1 % Multiemployer pension plan liability adjustment — % — % Total 100 % 100 % P. 38 – THE NEW YORK TIMES COMPANY The components of operating costs as a percentage of total revenues were as follows: Years Ended December 31, 2024 December 31, 2023 Components of operating costs as a percentage of total revenues Cost of revenue (excluding depreciation and amortization) 51 % 51 % Sales and marketing 11 % 11 % Product development 10 % 9 % General and administrative 12 % 13 % Depreciation and amortization 3 % 4 % Acquisition-related costs — % — % Generative AI Litigation Costs — % — % Impairment charges — % 1 % Multiemployer pension plan liability adjustment — % — % Total 87 % 89 % 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.
Biggest changeThe 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) 58 % 59 % Sales and marketing 13 % 12 % Product development 11 % 11 % General and administrative 14 % 14 % Depreciation and amortization 3 % 4 % Generative AI Litigation Costs 1 % — % Impairment charges — % — % Multiemployer pension plan liability adjustments — % — % Total 100 % 100 % 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) 49 % 51 % Sales and marketing 11 % 11 % Product development 9 % 10 % General and administrative 12 % 12 % Depreciation and amortization 3 % 3 % Generative AI Litigation Costs — % — % Impairment charges — % — % Multiemployer pension plan liability adjustments — % — % Total 84 % 87 % 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.
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.
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.
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.
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.
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 former employees and transferring certain future benefit obligations and administrative costs to insurers.
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.
We are presenting in this report supplemental non-GAAP financial performance measures that 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.
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.
We actively monitor industry trends, 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.
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.
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 financial information presented on a GAAP basis.
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.
The Board of Directors approved Class A share repurchase programs in February 2022 ($150.0 million), February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans.
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.
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 a discrete, complex and unusual proceeding 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.
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.
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. THE NEW YORK TIMES COMPANY – P. 51 CRITICAL ACCOUNTING ESTIMATES Our Consolidated Financial Statements are prepared in accordance with GAAP.
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.
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 a discrete, complex and unusual proceeding and do not, in management’s view, reflect the Company’s ongoing business operational 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.
(6) 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.
(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.
Our cash and cash equivalents and marketable securities balances increased in 2024, 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.
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.
The risks related to our business are further described in the section titled “Item 1A — Risk Factors.” Liquidity Throughout 2024, we returned capital to shareholders through dividends and share repurchases and continued to manage our pension liability as discussed below.
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.
While benefit payments under these plans are expected to continue beyond 2034, 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.
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.
The Board of Directors approved Class A share repurchase programs in February 2022 ($150.0 million), February 2023 ($250.0 million) and February 2025 ($350.0 million). The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans.
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.
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, 2024, and results of operations for the two years ended December 31, 2024.
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.
(2) Subscribers (including net subscriber additions) are rounded to the nearest ten thousand. THE NEW YORK TIMES COMPANY – P. 35 ARPU, a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per subscriber over a 28-day billing cycle during the applicable period.
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 NEW YORK TIMES COMPANY – P. 49 Free Cash Flow Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures.
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.
We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $13 million in 2025. 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.
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.
(4) Subscribers with only one digital-only subscription to The Athletic or to our Audio, Cooking, Games or Wirecutter products. (5) Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Audio, Cooking, Games and Wirecutter products.
(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.
We have paid quarterly dividends on the Class A and Class B Common Stock since late 2013. In February 2025, the Board of Directors approved a quarterly dividend of $0.18 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 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).
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, 2023, and December 31, 2022, see Part II, Item 7 of our 2023 Annual Report on Form 10-K, filed with the SEC on February 20, 2024.
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.
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 $61 million as of December 31, 2024. This liability represents the present value of the obligations related to complete and partial withdrawals that have already occurred.
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.
Advertising Revenues Advertising revenue is principally from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audio and video ads; in print in the form of column-inch ads; and at live events.
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.
We have an option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value.
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.
P. 50 – THE NEW YORK TIMES COMPANY Contractual Obligations The information provided is based on management’s best estimate and assumptions of our contractual obligations as of December 31, 2024. Actual payments in future periods may vary from those reflected in the table.
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.
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 5.90% at the beginning of 2024.
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.
THE NEW YORK TIMES COMPANY – P. 31 Managing Pension Liability We remain focused on managing our pension plan obligations.
THE NEW YORK TIMES COMPANY – P. 33 Managing Pension Liability We remain focused on managing our pension plan obligations.
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 2030-2034.
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.
We expect to make contributions in 2025 to satisfy the greater of minimum funding or collective bargaining agreement requirements of approximately $13 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.
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.
Significant components of the management’s discussion and analysis of results of operations and financial condition section include: PAGE Executive Overview: The executive overview section provides a summary of The New York Times Company and our business. 29 Results of Operations: The results of operations section provides an analysis of our results on a consolidated basis and segment information. 33 Non-Operating Items: The non-operating items section discusses certain non-operating items. 44 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, 2024, and December 31, 2023. 44 Liquidity and Capital Resources: The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 31, 2024, and December 31, 2023, and restricted cash, capital expenditures and third-party financing, commitments and contingencies existing as of December 31, 2024. 48 Critical Accounting Estimates: The critical accounting policies and 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. 52 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.
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. 31 Results of Operations: The results of operations section provides an analysis of our results on a consolidated basis. 35 Non-Operating Items: The non-operating items section discusses certain non-operating items. 42 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. 43 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. 47 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. 51 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.
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 $7 million, including approximately $2 million of accrued interest as of December 31, 2024.
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.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2025, The Board of Directors approved a quarterly dividend of $0.18 per share, an increase of $0.05 per share from the previous quarter.
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.
Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above. Restricted Cash We were required to maintain $14.4 million of restricted cash as of December 31, 2024, and $13.7 million as of December 31, 2023, substantially all of which is set aside to collateralize workers’ compensation obligations.
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.
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.
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.
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. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.
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.
Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”) increased 4.6% to $2.13 billion in 2024 from $2.04 billion in 2023. • Diluted earnings per share were $1.77 and $1.40 for 2024 and 2023, respectively.
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.
If we had decreased the expected discount rate by 50 basis points for our qualified plans and our non-qualified plans in 2024, pension expense would have increased by approximately $0.5 million and our pension obligation would have increased by approximately $56 million as of December 31, 2024.
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.
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 $2.01 and $1.63 for 2024 and 2023, respectively. • Net cash from operating activities for 2024 was $410.5 million compared with $360.6 million in 2023, and free cash flow (net cash provided by operating activities less capital expenditures, a non-GAAP measure) was $381.3 million compared with $337.9 million in 2023.
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.
As of December 31, 2024, the Company had cash, cash equivalents and marketable securities of approximately $912 million 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.
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.
Subscription and advertising revenues provided approximately 69% and 20%, respectively, of total revenues in 2024. The remaining cash inflows were primarily from other revenue sources such as Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in the Company Headquarters, our live events business, retail commerce, books, television and film and our student subscription sponsorship program.
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.
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”).
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”).
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 $13.2 million as of December 31, 2024.
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.
Net cash used in investing activities in 2024 was primarily related to $289.4 million in net purchases of marketable securities and $29.2 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.
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.
The cash payments related to the capital expenditures totaled approximately $29 million and $23 million in 2024 and 2023, respectively, due to the timing of the payments. In 2025, we expect capital expenditures of approximately $40 million, which will be funded from cash on hand.
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.
Adjusted operating profit (“AOP”) defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under “Non-GAAP Financial Measures”) increased 16.8% to $455.4 million in 2024 from $389.9 million in 2023.
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.
Digital other revenues, which consist primarily of Wirecutter affiliate referral revenues and digital licensing revenue, totaled $186.1 million and $152.0 million in 2024 and 2023, respectively. Building rental revenue from the leasing of floors in the Company Headquarters totaled $26.6 million and $27.2 million in 2024 and 2023, respectively.
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.
As of December 31, 2024, our qualified pension plans had plan assets that were approximately $71 million above the present value of future benefits obligations, compared with approximately $83 million as of December 31, 2023. We made contributions of approximately $13 million and $10 million to certain qualified pension plans in 2024 and 2023, resp ectively.
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.
(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 2024. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate. (3) Subscribers with only a digital-only news product subscription.
(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.
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, uncertainty and volatility, including the potential for a recession; a competitive labor market; inflation; supply chain disruptions; high interest rates; and political and sociopolitical uncertainties and conflicts.
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.
Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $199.3 million and an increase in other single-product subscription revenues of $26.8 million, partially offset by a decrease in news-only subscription revenues of $70.9 million.
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.
Net cash used in financing activities in 2024 was primarily related to share repurchases of $85.0 million, dividend payments of $82.9 million and share-based compensation tax withholding payments of $21.8 million. See “— Third-Party Financing” below and our Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.
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.
The increase in journalism costs was largely due to higher compensation and benefits, which was driven by higher salaries and growth in the number of employees who work in our newsrooms. The increase in digital content delivery costs was largely due to higher cloud-related costs.
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.
Operating profit margin (operating profit expressed as a percentage of revenues) increased to 13.6% in 2024, compared with 11.4% in 2023.
Operating profit margin (operating profit expressed as a percentage of revenues) increased to 15.3% in 2025, compared with 13.6% in 2024.
Capital Expenditures Capital expenditures totaled approximately $31 million and $23 million in 2024 and 2023, respectively. The increase in capital expenditures in 2024 was primarily driven by higher expenditure related to improvements in the Company Headquarters and at our College Point, N.Y., printing and distribution facility.
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.
As of December 31, 2024, there were no outstanding borrowings under the Credit Facility and 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.
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.
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, 2024 December 31, 2023 2024 vs. 2023 Diluted earnings per share $ 1.77 $ 1.40 26.4 % Add: Amortization of acquired intangible assets 0.17 0.18 (5.6) % Severance 0.05 0.05 — % Non-operating retirement costs: Multiemployer pension plan withdrawal costs 0.04 0.03 33.3 % Other components of net periodic benefit costs 0.03 (0.02) * Special items: Generative AI Litigation Costs 0.07 — * Impairment charges — 0.10 * Multiemployer pension plan liability adjustment (0.02) — * Gain from joint venture, net of noncontrolling interest — (0.01) * Income tax expense of adjustments (0.08) (0.08) — % Adjusted diluted earnings per share (1) $ 2.01 $ 1.63 23.3 % (1) Amounts may not add due to rounding. * Represents a change equal to or in excess of 100% or one that is not meaningful.
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 2025 vs. 2024 Diluted earnings per share $ 2.09 $ 1.77 18.1 % Add: Amortization of acquired intangible assets 0.17 0.17 — Severance 0.06 0.05 20.0 % Non-operating retirement costs: Multiemployer pension plan withdrawal costs 0.03 0.04 (25.0) % Other components of net periodic benefit costs 0.11 0.03 * Special items: Generative AI Litigation Costs 0.08 0.07 14.3 % Impairment charges 0.02 — * Multiemployer pension plan liability adjustments 0.02 (0.02) * Impairment of a non-marketable equity security 0.02 — * Income tax expense of adjustments (0.13) (0.08) 62.5 % Adjusted diluted earnings per share (1) $ 2.46 $ 2.01 22.4 % (1) Amounts may not add due to rounding. * Represents a change equal to or in excess of 100% or one that is not meaningful.
As of December 31, 2024, we had cash and cash equivalents and marketable securities of $911.9 million and approximately $350 million in available borrowings, and no amounts were outstanding under the Credit Facility.
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.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 of the Notes to the Consolidated Financial Statements for information regarding recent accounting pronouncements. THE NEW YORK TIMES COMPANY – P. 53
P. 52 – THE NEW YORK TIMES COMPANY 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.
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.
Compared with the end of 2023, there was a net increase of 1,110,000 digital-only subscribers. • Total digital-only average revenue per user (“ARPU”) grew 2.6% year-over-year to $9.42 driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers. • Operating profit increased 27.1% to $351.1 million in 2024 from $276.3 million in 2023.
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.
These factors may result in declines and/or volatility in our results. P. 30 – THE NEW YORK TIMES COMPANY We believe the macroeconomic environment has had, and may in the future have, an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.
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.
Our plan assets had an average rate of return of approximately 1.12% in 2024 and an average annual return of approximately -4.62% over the three-year period 2022–2024. We regularly review our actual asset allocation and periodically rebalance our investments to meet our investment strategy.
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 following table summarizes digital and print subscription revenues for the years ended December 31, 2024, and December 31, 2023: Years Ended % Change (In thousands) December 31, 2024 December 31, 2023 2024 vs. 2023 Digital-only subscription revenues (1) $ 1,254,592 $ 1,099,439 14.1 % Print subscription revenues (2) 533,615 556,714 (4.1) % Total subscription revenues $ 1,788,207 $ 1,656,153 8.0 % (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.
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 2025 vs. 2024 Digital-only subscription revenues (1) $ 1,434,336 $ 1,254,592 14.3 % Print subscription revenues (2) 516,442 533,615 (3.2) % Total subscription revenues $ 1,950,778 $ 1,788,207 9.1 % (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.
THE NEW YORK TIMES COMPANY – P. 47 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, 2024 December 31, 2023 2024 vs. 2023 Cash and cash equivalents $ 199,448 $ 289,472 (31.1) % Marketable securities $ 712,420 $ 419,727 69.7 % Total cash and cash equivalents and marketable securities $ 911,868 $ 709,199 28.6 % Total New York Times Company stockholders’ equity $ 1,927,209 $ 1,763,219 9.3 % Ratios: Current assets to current liabilities 1.53 1.28 Our primary sources of cash from operations were revenues from subscription and advertising sales.
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 2025 vs. 2024 Cash and cash equivalents $ 255,445 $ 199,448 28.1 % Marketable securities $ 912,407 $ 712,420 28.1 % Total cash and cash equivalents and marketable securities $ 1,167,852 $ 911,868 28.1 % Total New York Times Company stockholders’ equity $ 2,041,363 $ 1,927,209 5.9 % Ratios: Current assets to current liabilities 1.54 1.53 Our primary sources of cash from operations were revenues from subscription and advertising sales.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow: Years Ended (In thousands) December 31, 2024 December 31, 2023 Net cash provided by operating activities $ 410,512 $ 360,618 Less: Capital expenditures (29,173) (22,669) Free cash flow $ 381,339 $ 337,949 Free cash flow for 2024 was $381.3 million compared with $337.9 million in 2023.
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 $ 584,489 $ 410,512 Less: Capital expenditures (33,984) (29,173) Free cash flow $ 550,505 $ 381,339 Free cash flow for 2025 was $550.5 million compared with $381.3 million in 2024.
Cost of revenue in 2024 increased $60.5 million, or 4.8%, compared with 2023, largely due to higher journalism costs of $46.2 million, higher digital content delivery costs of $7.5 million, higher advertising servicing costs of $7.1 million and higher subscriber servicing costs of $6.5 million, partially offset by lower print production and distribution costs of $6.8 million.
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 NEW YORK TIMES COMPANY – P. 33 Revenues Subscription, advertising and other revenues were as follows: Years Ended % Change (In thousands) December 31, 2024 December 31, 2023 2024 vs. 2023 Subscription $ 1,788,207 $ 1,656,153 8.0 % Advertising 506,311 505,206 0.2 % Other 291,401 264,793 10.0 % Total $ 2,585,919 $ 2,426,152 6.6 % 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 2024 and 2023).
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 2025 vs. 2024 Subscription $ 1,950,778 $ 1,788,207 9.1 % Advertising 565,993 506,311 11.8 % Affiliate, licensing and other 308,147 291,401 5.7 % Total revenues $ 2,824,918 $ 2,585,919 9.2 % 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).
Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) increased to 17.6% in 2024, compared with 16.1% in 2023. • Total revenues increased 6.6% to $2.59 billion in 2024 from $2.43 billion in 2023. • Total subscription revenues increased 8.0% to $1.79 billion in 2024 from $1.66 billion in 2023.
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.
Other Revenues Other revenues primarily consist of revenues from Wirecutter affiliate referrals, licensing, commercial printing, the leasing of floors in our Company Headquarters, our live events business, retail commerce, books, television and film and our student subscription sponsorship program.
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.
Subscription revenues increased $132.1 million, or 8.0%, in 2024 compared with 2023, primarily due to an increase in digital-only subscription revenues of $155.2 million, or 14.1%, partially offset by a decrease in print subscription revenues of $23.1 million, or 4.1%.
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%.
Total digital-only ARPU was $9.42 for December 31, 2024, an increase of 2.6% compared with December 31, 2023. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.
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.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, increased 17.9% to $138.8 million in 2024 from $117.7 million in 2023. The increase was largely a result of higher subscriber acquisition spending, partially offset by lower brand spend.
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.
(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 at least sufficient to satisfy the minimum amount required by applicable laws and regulations and Guild contracts.
(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.
(In thousands) December 31, 2024 December 31, 2023 Pension liabilities (includes current portion) $ 228,040 $ 248,151 Total liabilities $ 912,060 $ 951,376 Percentage of pension liabilities to total liabilities 25 % 26 % Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded).
(In thousands) December 31, 2025 December 31, 2024 Pension liabilities (includes current portion) $ 225,863 $ 228,040 Total liabilities $ 955,727 $ 914,270 Percentage of pension liabilities to total liabilities 24 % 25 % Our Company-sponsored defined benefit pension plans include qualified plans (funded) as well as non-qualified plans (unfunded).
The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees and higher salaries, as well as higher outside services costs. The increase in marketing costs was primarily due to higher media expenses, partially offset by lower compensation and benefits costs driven by fewer employees.
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.
THE NEW YORK TIMES COMPANY – P. 39 Product development costs in 2024 increased $19.4 million, or 8.5%, compared with 2023, largely due to higher compensation and benefits expenses driven by incentive compensation and higher salaries, as well as higher outside services costs.
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.
P. 46 – THE NEW YORK TIMES COMPANY 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, 2024 December 31, 2023 2024 vs. 2023 Operating profit $ 351,096 $ 276,272 27.1 % Add: Depreciation and amortization 82,936 86,115 (3.7) % Severance 7,512 7,582 (0.9) % Multiemployer pension plan withdrawal costs 6,038 5,248 15.1 % Generative AI Litigation Costs 10,800 — * Impairment charges — 15,239 * Multiemployer pension plan liability adjustment (2,980) (605) * Adjusted operating profit $ 455,402 $ 389,851 16.8 % Divided by: Revenue $ 2,585,919 $ 2,426,152 6.6 % Operating profit margin 13.6 % 11.4 % 220 bps Adjusted operating profit margin 17.6 % 16.1 % 150 bps * 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 2025 vs. 2024 Operating profit $ 431,557 $ 351,096 22.9 % Add: Depreciation and amortization 85,007 82,936 2.5 % Severance 9,454 7,512 25.9 % Multiemployer pension plan withdrawal costs 4,972 6,038 (17.7) % Generative AI Litigation Costs 13,321 10,800 23.3 % Impairment charges 2,858 — * Multiemployer pension plan liability adjustments 2,967 (2,980) * Adjusted operating profit $ 550,136 $ 455,402 20.8 % Divided by: Revenue $ 2,824,918 $ 2,585,919 9.2 % Operating profit margin 15.3 % 13.6 % 170 bps Adjusted operating profit margin 19.5 % 17.6 % 190 bps * Represents a change equal to or in excess of 100% or one that is not meaningful.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSee “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pensions Benefits.” See Notes 4 and 9 of the Notes to the Consolidated Financial Statements. THE NEW YORK TIMES COMPANY – P. 55
Biggest changeSee “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Pension Benefits.” See Notes 4 and 9 of the Notes to the Consolidated Financial Statements for more information regarding our marketable securities and our pension plans. P. 54 – THE NEW YORK TIMES COMPANY
Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 100-basis-point increase in interest rates would have resulted in a decrease of approximately $6.6 million in the market value of our marketable debt securities as of December 31, 2024.
Changes in U.S. interest rates affect the interest earned on our cash and cash equivalents and marketable securities, and the market value of those securities. A hypothetical 100-basis-point increase in interest rates would have resulted in a decrease of approximately $9 million in the market value of our cash equivalents and marketable securities as of December 31, 2025.

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