NEW YORK TIMES CO

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)

(In thousands, except share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Quarters Ended September 30, 2025 and September 30, 2024

(In thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2025 and September 30, 2024

(In thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

NOTE 1. BASIS OF PRESENTATION

In the opinion of management of The New York Times Company (the “Company”), the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of September 30, 2025, and December 31, 2024, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended September 30, 2025, and September 30, 2024. The Company and its consolidated subsidiaries are referred to collectively as “we,” “us” or “our.” All adjustments necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements were prepared in accordance with the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these interim financial statements. These financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. Due to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year’s operations. The first nine months of 2025 contains one fewer day compared with the first nine months of 2024 as a result of 2024 being a leap year.

In the third quarter of 2025, the Company updated its internal reporting to reflect how the Company’s President and Chief Executive Officer, (who is the Company’s Chief Operating Decision Maker (“CODM”)) manages the business, and as a result, the Company has determined it hasone reportable segment andone reporting unit. All required segment information can be found in the Condensed Consolidated Financial Statements. Prior periods presented have been recast to conform to the current presentation. See Note 5 and Note 13 for additional information.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements. Actual results could differ from these estimates.

The Company changed the revenue caption on its Condensed Consolidated Statement of Operations from Other to Affiliate, licensing and other effective for the quarter ended March 31, 2025.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of September 30, 2025, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 31, 2024, have not changed.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

NOTE 3. REVENUE

We generate revenues principally from subscriptions and advertising.

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. Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.

Advertising revenue is primarily derived from advertisers (such as luxury goods, technology and financial companies) promoting products, services or brands on digital platforms in the form of display, audio, email and video ads; in print in the form of column-inch ads; and at live events. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. As of the first quarter of 2025, we updated our discussion of digital advertising revenue and no longer distinguish between “core” and “other” digital advertising. Digital advertising consists of display (which includes website and mobile applications), audio, email and video advertising revenue from advertisements that are sold either directly to marketers by our advertising sales teams or, for a smaller proportion, through programmatic auctions run by third-party ad exchanges. Digital advertising revenue also includes creative services fees. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts.

Affiliate, licensing and other revenues include revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), our live events business and retail commerce.

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

(1)Affiliate, licensing and other revenues include building rental revenue, which is not under the scope of Revenue from Contracts with Customers (Topic 606). Building rental revenue was $6.7 million and $6.6 million for the third quarters of 2025 and 2024, respectively, and $20.1 million and $19.9 million for the first nine months of 2025 and 2024, respectively.

The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the third quarters and first nine months ended September 30, 2025, and September 30, 2024:

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

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

The following table summarizes digital and print advertising revenues, which are components of advertising revenues above, for the third quarters and first nine months ended September 30, 2025, and September 30, 2024:

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of September 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately $139 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $32 million, $70 million and $37 million will be recognized in the remainder of 2025, 2026 and thereafter through 2030, respectively.

Unexpired Subscriptions

Payments for subscriptions are typically due upfront, and the revenue is recognized ratably over the subscription period. The proceeds are recorded within Unexpired subscriptions revenue in the Condensed Consolidated Balance Sheets. Total unexpired subscriptions as of December 31, 2024, were $187.1 million, of which approximately $174.9 million was recognized as revenues during the nine months ended September 30, 2025.

NOTE 4. MARKETABLE SECURITIES

The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded $2.8 million and $1.1 million of pre-tax net unrealized gains in Accumulated other comprehensive income (“AOCI”) as of September 30, 2025, and December 31, 2024, respectively.

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of September 30, 2025, and December 31, 2024:

The following tables represent the AFS securities as of September 30, 2025, and December 31, 2024, that were in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:

We assess our AFS securities for impairment on a quarterly basis or more often if a potential loss-triggering event occurs.

As of September 30, 2025, and December 31, 2024, we did not intend to sell, and it was not likely that we would be required to sell, these investments before recovery of their amortized cost basis, which may be at maturity. Unrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to changes in credit quality. Therefore, as of September 30, 2025, and December 31, 2024, we have recognizedno impairment losses or allowance for credit losses related to AFS securities.

As of September 30, 2025, our short-term and long-term marketable securities had remaining maturities of less thanone month to 12 months and 13 months to 27 months, respectively. See Note 8 for additional information regarding the fair value of our marketable securities.

NOTE 5. GOODWILL AND INTANGIBLES

The changes in the carrying amount of goodwill as of September 30, 2025, and since December 31, 2023, were as follows:

(1)Prior periods presented have been recast to conform to the current presentation. See Note 1 for additional information.

(2)The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.

The aggregate carrying amount of intangible assets of $236.4 million is included in Intangible assets, net, in our Condensed Consolidated Balance Sheets as of September 30, 2025. As of September 30, 2025, and December 31, 2024, the gross book value and accumulated amortization of the intangible assets with definite lives were as follows:

(1)As of September 30, 2025, includes $1.2 million previously classified as an indefinite-lived intangible asset.

The Company didnot identify any impairments related to intangible assets with definite lives as a result of its determination that it hasone reportable segment andone reporting unit.

Amortization expense for intangible assets included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was $7.0 million and $6.8 million for the third quarters of 2025 and 2024, respectively, and $20.6 million and $20.7 million for the first nine months of 2025 and 2024, respectively. The estimated aggregate amortization expense for the remainder of 2025 and each of the following fiscal years ending December 31 is presented below:

NOTE 6. INVESTMENTS

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies/funds without readily determinable market values. Gains and losses on non-marketable equity securities revalued, sold or impaired are recognized in Interest income and other, net, in our Condensed Consolidated Statements of Operations.

As of September 30, 2025, and December 31, 2024, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $25.3 million and $29.5 million, respectively. For the three months ended September 30, 2025, we recorded a $3.5 million impairment as a result of the decline in financial condition of a company in which we hold a minority investment.

NOTE 7. OTHER

Interest Income and Other, Net

Interest income and other, net, as shown in the accompanying Condensed Consolidated Statements of Operations, was as follows:

College Point Land Sale

On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of excess land at our printing and distribution facility in College Point, N.Y. The transaction was accounted for as a sales-type lease and, as a result, we recognized a gain at the time of the lease commencement on April 11, 2022. On February 21, 2025, we finalized the sale and received net proceeds of approximately $33 million, which were recorded in Net cash provided by operating activities – Other assetsin the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025.

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of September 30, 2025, and September 30, 2024, from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:

Substantially all of the amount included in restricted cash is set aside to collateralize workers’ compensation obligations.

Revolving Credit Facility

On June 13, 2025, the Company entered into an amendment and restatement of its previous credit facility that, among other changes, increased the committed amount to $400.0 million and extended the maturity date to June 13, 2030 (as amended and restated, the “Credit Facility”). Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.

As of September 30, 2025, and December 31, 2024, there wereno borrowings and approximately $0.4 million in outstanding letters of credit, with the remaining committed amount available. As of September 30, 2025, the Company was in compliance with the financial covenants contained in the Credit Facility.

Severance Costs

We recognized $1.6 million and $0.3 million in severance costs for the third quarters of 2025 and 2024, respectively, and $5.2 million and $6.2 million for the first nine months of 2025 and 2024, respectively. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.

We had a severance liability of $5.4 million and $4.8 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024, respectively.

Generative AI Litigation Costs

The Company recorded $2.4 million and $4.6 million of pre-tax litigation-related costs for the third quarters of 2025 and 2024, respectively, and $10.3 million and $7.6 million for the first nine months of 2025 and 2024, respectively, in connection with a lawsuit against Microsoft Corporation (“Microsoft”) and Open AI Inc. and various of its corporate affiliates (collectively, “OpenAI”), alleging unlawful and unauthorized copying and use of the Company’s journalism and other content in connection with their development of generative artificial intelligence products (“Generative AI Litigation Costs”). See Note 14 for additional information.

NOTE 8. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability. The fair value hierarchy consists of three levels:

Level 1–quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3–unobservable inputs for the asset or liability.

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025, and December 31, 2024:

(1)We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and maturities.

(2)The deferred compensation liability, included in Other liabilities—other in our Condensed Consolidated Balance Sheets, consists of deferrals under The New York Times Company Deferred Executive Compensation Plan (the “DEC”), a frozen plan that enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in active markets for identical assets. Participation in the DEC was frozen effective December 31, 2015.

(3)The Company invests the assets associated with the deferred compensation liability in life insurance products. Our investments in life insurance products are included in Miscellaneous assets in our Condensed Consolidated Balance Sheets, and were $39.8 million as of September 30, 2025, and $45.0 million as of December 31, 2024. The fair value of these assets is measured using the net asset value per share (or its equivalent) and has not been classified in the fair value hierarchy.

Level 3 Liabilities

The contingent consideration liability is related to the 2020 acquisition of substantially all the assets and certain liabilities of Serial Productions, LLC and represents contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement, over thefive years following the acquisition. The Company estimated the fair value using a probability-weighted discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding probabilities assigned to operational targets and the discount rate. As the fair value is based on significant unobservable inputs, this is a Level 3 liability.

The following table presents changes in the contingent consideration balances for the third quarters and first nine months ended September 30, 2025, and September 30, 2024:

(1)Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.

There wasno contingent consideration liability outstanding as of September 30, 2025. The contingent consideration liability as of December 31, 2024, of $1.6 million is included in Accrued expenses and other in our Condensed Consolidated Balance Sheets.

NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension

Single-Employer Plans

We maintain The New York Times Companies Pension Plan, a frozen single-employer defined benefit pension plan. The Company also jointly sponsors a defined benefit plan with The NewsGuild of New York known as the Guild-Times Adjustable Pension Plan (the “APP”) that continues to accrue active benefits.

We also have a foreign-based pension plan for certain employees (the “foreign plan”). The information for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan is immaterial to our total benefit obligation.

The components of net periodic pension cost/(income) were as follows:

During the first nine months of 2025 and 2024, we made pension contributions of $9.4 million and $9.7 million, respectively, to the APP. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $13 million in 2025.

As part of our strategy to reduce our pension obligations and the resulting impact on our overall financial position, we have offered lump-sum payments to certain participants in both our qualified and non-qualified pension plans. In the third quarter of 2025, the Company extended a voluntary offer to certain active employees who participate in The New York Times Companies Pension Plan to elect immediate lump-sum payments. The election period for this voluntary offer closes on November 14, 2025.

Multiemployer Plans

During the first quarter of 2025, the Company recorded a $4.5 million charge related to a multiemployer pension plan liability adjustment. This adjustment is recorded in Multiemployer pension plan liability adjustment in our Condensed Consolidated Statements of Operations.

Other Postretirement Benefits

The components of net periodic postretirement benefit cost were as follows:

NOTE 10. INCOME TAXES

The Company had income tax expense of $26.4 million and $69.5 million in the third quarter and first nine months of 2025, respectively, compared to $20.9 million and $57.7 million in the third quarter and first nine months of 2024, respectively. The Company’s effective tax rates were 24.4% and 24.5% for the third quarter and first nine months of 2025, respectively, compared to 24.6% and 25.3% for the third quarter and first nine months of 2024, respectively. The increase in income tax expense in the third quarter of 2025 was primarily due to higher pre-tax income. The effective income tax rate in the third quarter of 2025 is consistent with the third quarter of 2024.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes provisions retroactive to January 1, 2025, and among other provisions, eliminates the requirement to capitalize and amortize domestic research and experimentation expenditures over five years and provides an election for taxpayers to deduct such expenditures in the year incurred. These changes will result in lower cash tax payments for fiscal year 2025.

The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework (“Pillar Two”), and certain governments globally enacted these rules effective January 1, 2024. The Company continues to assess the potential impacts of Pillar Two and does not expect it to have a material effect on the Company’s financial statements.

NOTE 11. EARNINGS PER SHARE

We compute earnings per share based upon the treasury stock method. Earnings per share is computed using both basic shares and diluted shares. The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise or vesting of outstanding securities. Our stock-settled long-term performance awards, restricted stock units and Employee Stock Purchase Plan (“ESPP”) could impact the diluted shares. The difference between basic and diluted shares of approximately 1.4 million and 1.3 million in the third quarter and first nine months of 2025 and 2024, respectively, resulted from the dilutive effect of our stock-based awards.

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A Common Stock because their inclusion would result in an anti-dilutive effect on per share amounts.

There wereno anti-dilutive stock-settled long-term performance awards, restricted stock units or shares estimated to be purchased under the ESPP excluded from the computation of diluted earnings per share in the third quarter and first nine months of 2025 and 2024.

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

Share Repurchases

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

During the nine months ended September 30, 2025, repurchases totaled approximately $109.8 million (excluding commissions and excise taxes). As of September 30, 2025, approximately $405.6 million remains available and authorized for repurchases.

Accumulated Other Comprehensive Income

The following table summarizes the changes in AOCI by component as of September 30, 2025:

The following table summarizes the reclassifications from AOCI for the nine months ended September 30, 2025:

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

Stock-based Compensation Expense

Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations is as follows:

NOTE 13. SEGMENT INFORMATION

The Company identifies a business as an operating segment if (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Company’s President and Chief Executive Officer (who is the Company’s CODM) to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information.

In the third quarter of 2025, the Company revised its operating segments to align with how the CODM manages the business, and as a result, the Company has determined it hasone reportable segment. The segment is evaluated regularly on a consolidated basis by the Company’s CODM in assessing performance and allocating resources. The Company’s CODM uses adjusted operating profit (loss) to allocate resources during the annual budgeting and forecasting process and to assess the Company’s performance. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit is presented below, along with a reconciliation to income before taxes. Asset information is not a measure of performance used by the Company’s CODM. Accordingly, we have not disclosed asset information.

The following table presents segment information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025 and September 30, 2024:

(1)Excludes severance and multiemployer pension plan withdrawal costs.

NOTE 14. CONTINGENCIES

Legal Proceedings

We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damages claims that are greatly in excess of the amount, if any, that we would be liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as of September 30, 2025, is believed to be reasonably possible.

In December 2023, we filed a lawsuit against Microsoft and OpenAI in the United States District Court for the Southern District of New York (“SDNY”), alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act (“DMCA”), related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. In early 2024, OpenAI and Microsoft filed partial motions to dismiss, seeking dismissal of the unfair competition, contributory copyright infringement and DMCA claims. OpenAI also sought dismissal of a portion of the direct copyright infringement claim as being time-barred. In March 2025, the court dismissed our unfair competition claim and DMCA claims, with leave to replead the latter, which we repled in part in May 2025. The court permitted our other disputed claims to go forward. In April 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.