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 June 30, 2026 and June 30, 2025

(In thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2026 and June 30, 2025

(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 June 30, 2026, and December 31, 2025, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended June 30, 2026, and June 30, 2025. 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, 2025. Due to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year’s operations.

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. 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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of June 30, 2026, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 31, 2025, 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. Digital advertising includes (i) display revenue (which includes website and mobile applications); and (ii) non-display revenues generated from advertisements placed in audio, email, and video, as well as revenues generated by creative services fees. Advertisements are sold either directly to marketers by our advertising sales teams or, for a smaller proportion of advertising revenue, through programmatic auctions run by third-party ad exchanges. 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 primarily consist of 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 for the second quarters of both 2026 and 2025, and $13.5 million and $13.4 million for the first six months of 2026 and 2025, respectively.

The following table summarizes digital-only and print subscription revenues, which are components of subscription revenues above, for the second quarters and first six months ended June 30, 2026, and June 30, 2025:

(1)Includes 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 subscriptions.

The following table summarizes digital and print advertising revenues, which are components of advertising revenues above, for the second quarters and first six months ended June 30, 2026, and June 30, 2025:

Performance Obligations

We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of June 30, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately $106 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $52 million, $40 million and $14 million will be recognized in the remainder of 2026, 2027 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, 2025, were $207.6 million, of which approximately $170.1 million was recognized as revenues during the six months ended June 30, 2026.

NOTE 4. MARKETABLE SECURITIES

The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded $2.9 million of pre-tax net unrealized losses and $3.2 million of pre-tax net unrealized gains in Accumulated other comprehensive income (“AOCI”) as of June 30, 2026, and December 31, 2025, respectively.

The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of June 30, 2026, and December 31, 2025:

The following tables represent the AFS securities as of June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025, we have recognizedno impairment losses or allowance for credit losses related to AFS securities.

As of June 30, 2026, 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 June 30, 2026, and since December 31, 2024, 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 finite-lived intangible assets of $215.4 million is included in Intangible assets, net, in our Condensed Consolidated Balance Sheets as of June 30, 2026. As of June 30, 2026, and December 31, 2025, the gross book value and accumulated amortization of the finite-lived intangible assets were as follows:

Amortization expense for finite-lived intangible assets included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was $7.0 million and $6.8 million for the second quarters of 2026 and 2025, respectively, and $14.0 million and $13.6 million for the first six months of 2026 and 2025, respectively. The estimated aggregate amortization expense for the remainder of 2026, 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 June 30, 2026, and December 31, 2025, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $24.9 million and $24.7 million, respectively. The carrying value includes $15.3 million of unrealized gains and $4.2 million of unrealized losses as of June 30, 2026.

NOTE 7. OTHER

Restricted Cash

A reconciliation of cash, cash equivalents and restricted cash as of June 30, 2026, and June 30, 2025, 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 June 30, 2026, and December 31, 2025, there wereno borrowings and approximately $0.4 million in outstanding letters of credit, with the remaining committed amount available. As of June 30, 2026, the Company was in compliance with the financial covenants contained in the Credit Facility.

Generative AI Litigation Costs

The Company recorded $4.6 million and $3.5 million of pre-tax litigation-related costs for the second quarters of 2026 and 2025, respectively, and $8.8 million and $7.9 million for the first six months of 2026 and 2025, respectively, in connection with certain lawsuits 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.

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 assets in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025.

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 June 30, 2026, and December 31, 2025:

(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 $41.7 million as of June 30, 2026, and $40.2 million as of December 31, 2025. 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.

NOTE 9. PENSION 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 were as follows:

During the first six months of 2026 and 2025, we made pension contributions of $6.8 million and $6.4 million, respectively, to the APP. We expect contributions made to satisfy the greater of minimum funding or collective bargaining agreement requirements to total approximately $14 million in 2026.

Multiemployer Plans

During the second quarter of 2026, the Company recorded a $9.2 million charge in connection with the Company’s withdrawal from a multiemployer pension plan. During the first quarter of 2025, the Company recorded a $4.5 million charge related to a multiemployer pension plan liability adjustment. These adjustments are recorded in Multiemployer pension plan liability adjustments in our Condensed Consolidated Statements of Operations.

NOTE 10. INCOME TAXES

The effective income tax rate for the second quarter of 2026 was 25.4% compared with 25.7% in the second quarter of 2025. The Company recorded $31.8 million and $28.7 million of income tax expense in the second quarters of 2026 and 2025, respectively.

The effective income tax rate for the first six months of 2026 was 18.9% compared with 24.6% in the first six months of 2025. The Company recorded $42.2 million and $43.1 million of income tax expense in the first six months of 2026 and 2025, respectively.

The effective income tax rates for the second quarters of 2026 and 2025 were higher than the federal statutory tax rate primarily due to state and local income taxes, partially offset by federal tax credits for research and development. Tax rate drivers for the first six months of 2026 and 2025 were similar to those for the respective quarters; however, the effective income tax rate for the first six months of 2026 included an additional tax benefit from stock-based awards that settled in the first quarter of 2026.

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 2026.

The Organization for Economic Co-operation and Development published Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates. A number of countries have enacted legislation to implement the core elements of Pillar Two, with certain rules becoming effective on January 1, 2024. Based on the Company’s analysis, this minimum tax does not have a material impact on the Company’s Condensed Consolidated 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 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 was approximately 1.0 million and 1.3 million in the second quarter and first six months of 2026, respectively, and 1.0 million and 1.2 million in the second quarter and first six months of 2025, respectively, and 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 grant 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 restricted stock units excluded from the computation of diluted earnings per share in the second quarters and first six months of 2026 and 2025. There were approximately 0.2 million anti-dilutive stock-settled long-term performance awards and shares estimated to be purchased under the ESPP excluded from the computation of diluted earnings per share in the second quarter of 2026. There wereno anti-dilutive stock-settled long-term performance awards or shares estimated to be purchased under the ESPP excluded from the computation of diluted earnings per share in the first six months of 2026. There wereno anti-dilutive stock-settled long-term performance awards or shares estimated to be purchased under the ESPP excluded from the computation of diluted earnings per share in the second quarters and first six months of 2025.

NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

Share Repurchases

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

During the six months ended June 30, 2026, repurchases totaled approximately $91.8 million (excluding commissions and excise taxes), which fully utilized the 2023 authorization. As of June 30, 2026, approximately $258.4 million remains available and authorized for repurchases under the 2025 authorization.

Accumulated Other Comprehensive Income

The following table summarizes the changes in AOCI by component as of June 30, 2026:

The following table summarizes the reclassifications from AOCI for the six months ended June 30, 2026:

(1)These AOCI components are included in the computation of net periodic benefit cost 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 net income and adjusted operating profit to allocate resources during the annual budgeting and forecasting process and to assess the Company’s performance. Refer to our Consolidated Statements of Operations for net income and significant segment expenses. 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 income 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 second quarters and six months ended June 30, 2026, and June 30, 2025:

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

(2)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 June 30, 2026, is believed to be reasonably possible.

On December 27, 2023, we filed a lawsuit against Microsoft Corporation (“Microsoft”), OpenAI Inc. and various of its corporate affiliates (collectively, “OpenAI”) in the United States District Court for the Southern District of New York (“SDNY”), alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act (“DMCA”), related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. On February 26, 2024, and March 4, 2024, respectively, OpenAI and Microsoft filed partial motions to dismiss, seeking dismissal of the unfair competition, contributory copyright infringement and DMCA claims. OpenAI also sought dismissal of a portion of the direct copyright infringement claim as being time-barred. On March 26, 2025, the court dismissed our unfair competition claim and DMCA claims, with leave to replead the latter, which we repled in part on May 28, 2025. The court permitted our other disputed claims to go forward. On April 3, 2025, the Judicial Panel for Multidistrict Litigation consolidated our case with others pending against OpenAI before our assigned judge in the SDNY. On June 11, 2026, OpenAI filed a motion for judgment on the pleadings, seeking dismissal of our contributory infringement claims based on the U.S. Supreme Court's decision in Cox Communications, Inc. v. Sony Music Entertainment, 146 S. Ct. 959 (2026). On June 25, 2026, we filed a motion for leave to amend our complaint to dismiss the contributory infringement claim against OpenAI, amend the contributory infringement claim against Microsoft, and dismiss trademark claims against both OpenAI and Microsoft. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.

On December 5, 2025, we filed a lawsuit against Perplexity AI, Inc. (“Perplexity”) in the SDNY, alleging copyright infringement, trademark dilution and trademark infringement, related to Perplexity’s unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Perplexity from continuing its unlawful and infringing conduct and other relief. On February 27, 2026, Perplexity filed a partial motion to dismiss, seeking dismissal of one direct infringement claim (concerning the use of our content to create outputs), the contributory and vicarious infringement claim, and the trademark claims. In response to the motion, we filed an amended complaint on March 20, 2026. Perplexity filed a renewed partial motion to dismiss on April 17, 2026, addressing the same claims. 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.