NEW YORK TIMES CO

14. Stockholders’ Equity

Shares of our Company’s Class A and Class B Common Stock are entitled to equal participation in the event of liquidation and in dividend declarations. The Class B Common Stock is convertible at the holders’ option on a share-for-share basis into Class A Common Stock. Upon conversion, the previously outstanding shares of Class B Common Stock that were converted are automatically and immediately retired, resulting in a reduction of authorized Class B Common Stock. As provided for in our Company’s Certificate of Incorporation, the Class A Common Stock has limited voting rights, including the right to elect 30% of the Board of Directors, and the Class A and Class B Common Stock have the right to vote together on the reservation of our Company shares for stock options and other stock-based plans, on the ratification of the selection of a registered public accounting firm and, in certain circumstances, on acquisitions of the stock or assets of other companies. Otherwise, except as provided by the laws of the State of New York, all voting power is vested solely and exclusively in the holders of the Class B Common Stock.

As of both December 31, 2024, and December 31, 2023, there were 780,724 shares, of Class B Common Stock issued and outstanding that may be converted into shares of Class A Common Stock.

The Adolph Ochs family trust holds approximately 95% of the Class B Common Stock and, as a result, has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock.

The Board of Directors approved Class A share repurchase programs in February 2022 ($150.0 million) and February 2023 ($250.0 million). In February 2025, in addition to the remaining authorizations, the Board of Directors approved a $350.0 million Class A share repurchase program. The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations.

As of December 31, 2024, repurchases under these authorizations totaled approximately $234.5 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $165.5 million remaining under the 2023 authorization. During the year ended December 31, 2024, repurchases under these authorizations totaled approximately $85.0 million.

THE NEW YORK TIMES COMPANY – P. 105

We may issue preferred stock in one or more series. The Board of Directors is authorized to set the distinguishing characteristics of each series of preferred stock prior to issuance, including the granting of limited or full voting rights; however, the consideration received must be at least $100 per share. No shares of preferred stock were issued or outstanding as of December 31, 2024.

The following table summarizes the changes in AOCI by component as of December 31, 2024:

The following table summarizes the reclassifications from AOCI for the period ended December 31, 2024:

(1)These AOCI components are included in the computation of net periodic benefit cost for pension and other retirement benefits. See Note 9 for additional information.

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