Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 12, 2022, Roland A. Caputo, Executive Vice President and Chief Financial Officer of The New York Times Company (the "Company"), informed the Company of his intention to retire next year. He will continue to serve in this role until his successor is identified, and is expected to stay on through a transition period. The Company has retained a leading executive search firm to help identify Mr. Caputo's successor. A copy of the Company's press release, dated December 12, 2022, announcing Mr. Caputo's planned retirement is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

(e) Concurrently with Mr. Caputo's decision to retire, and to facilitate an effective transition process, the Compensation Committee of the Company's Board of Directors approved a modification to the terms of an award of 12,252 restricted stock units for the Company's Class A Common Stock that were granted to Mr. Caputo on February 18, 2022, under the Company's 2020 Incentive Compensation Plan. This award, which was scheduled to vest on December 31, 2023, subject to Mr. Caputo's continued employment through the vesting date, will vest on June 30, 2023, subject to his continued employment through such date. No other changes to the terms of this award were made.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits

Exhibit Number                   Description
Exhibit 99.1                       The New York Times Company Press Release, dated     December
                                   1    2, 2022
Exhibit 104                      Cover Page Interactive Data File (embedded within the Inline XBRL
                                 document)

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