We recognize the critical 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 the success of the Company, theour success. Our Board of Directors works with senior management to ensure that effective plans are in place for both short-termshort- and long-term executive succession at the Company.succession. The Board conducts annually aan annual detailed review of the Company’s talent strategies, leadership pipeline and succession plans for key senior leadership roles. After a deliberate succession planning process, led by our Chairman and Publisher of The New York Times, A.G. Sulzberger, and the Presiding Director, Brian P. McAndrews, the Board appointed Meredith Kopit Levien from within the organization to be the Company’s President and Chief Executive Officer, effective September 2020.

We also value ongoing development and continuous learning andthroughout the organization. We strive to support and provide learningenriching opportunities to our employees, including through a range of training, professional development resources, and programs such as our employee mentorship program. We also continue to investwork to further elevate how we lead, manage and promote people, including bolstering feedback, support and performance enablement systems. We conduct periodic engagement surveys to gauge the experiences, concerns and sentiments of employees in theirareas such as career growth.development, manager performance and inclusivity.

We offer a comprehensive compensation and benefits programtotal rewards, which are designed to attract and maximize the contributions of talented individuals. The goal of this program is to meet the needs of our employees,current and future employees; support ourthe Company’s strategic goals, mission and values,values; drive a high-performance culture,culture; and pay competitivelyoffer competitive and equitably.equitable pay. In line with our business goals, our compensationtotal rewards philosophy links compensation to achieving sustained high performanceperformance. We offer comprehensive benefits to eligible employees and creating long-term stockholder value.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. Along with the compensation and benefits we provide, our reputation, workplace culture and focus on equity and inclusion are all factors that help us attract and retain highly skilled people of diverse backgrounds.

Our employees’ well-being is vital to our success.success, and their physical, mental and financial health is a top priority. We sponsorhave invested in a variety of programs based on region that help support their day-to-day wellness program designedneeds and goals, including, but not limited to, enhance physical,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 mental well-being for all of our employees. During the early stages of the Covid-19 pandemic, we assembledmore.

We operate in a broad, cross-functional team to lead and coordinate the Company’s overall response, including to support employees during an extended period of working from home and consider how our policies and practices around remote and distributedhybrid work should evolve. Among other things, we expanded remote work, established specialized employee engagement and feedback initiatives, broadened benefit offerings and took early action in implementing protocols to protect the health and safetyenvironment, with many of our employees many of whom were reportinghaving the flexibility to work both from our offices and remotely, depending on the frontlinesnature of the pandemic. In addition,their role. To support hybrid work, we introduced dependent care relief, an office supply reimbursement and ergonomic resources, mental health and wellness support, and a one-off bonus to all employees other than senior-most leaders to recognize their outstanding efforts and support them with any additional financial needs stemming from the pandemic.

Approximately 40%43% of our full-time equivalent employees were represented by unions as of December 27, 2020, including certain employees at Wirecutter who formed a union in 2019. 31, 2023.

The following is a list of collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates. In addition, certain of our technology employees formed a union in 2022, and we are in the process of negotiating an initial collective bargaining agreement with those employees. As indicated below, fiveour collective bargaining agreements, under which approximately 30% of our full-time equivalent employees are covered, will expire within one yearagreement with the Mailers Union has expired and negotiations for a new contractscontract are either ongoing or expected to begin in the near future.ongoing. As further indicated below, our collective bargaining agreement with NewsGuild of New York (Wirecutter) will expire on February 28, 2024, and negotiations for a new contract are ongoing. We cannot predict the timing or the outcome of these negotiations.

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 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders, are made available, free of charge, on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. In addition, we may periodically make announcements or disclose important information for investors on this website, including press releases or news regarding our financial performance and other items that may be material or of interest to our investors. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on this website. We have included our website addresses throughout this report as inactive textual references only. The information contained on our corporate websitethe websites referenced herein is not incorporated by reference into this filing.

This section highlights specific risks that could affect us and our businesses. You should carefully consider each of the risk factors described below,following risks, as well as the other information included in this Annual Report on Form 10-K. Our business, financial condition, results of operations and/or the price of our publicly traded securities could be materially adversely affected by any or all of these risks, or by other risks or uncertainties not presently known or currently deemed immaterial, that may adversely affect us in the future.

We operate in a highly competitive environment.environment that is subject to rapid change. We compete for audience share and subscribers, as well as subscription, and advertising revenue with both traditional and other revenues such as licensing and affiliate referral revenues. Our competitors include content providers and distributors, as well as news aggregators, search engines, and social media platforms.platforms and emerging products and tools powered by generative AI. Competition among these companies is robust, and new competitors can quickly emerge.

Our ability to compete effectively depends on many factors both within and beyond our control, including among others:

Some of our current and potential competitors mayprovide free and/or lower-priced alternatives to our products, and/or have greater resources than we do, which may allow them to compete more effectively than us. Developments in generative AI are increasing such competition. In addition, several of the companies that havewith competing digital news destinationdestinations, subscriptions and subscriptionother products, such as Apple and Google, alsoAlphabet, control how content is discovered, displayed and monetized in some of the primary environments in which we develop relationships with new users, and market and sell subscriptions to our products, and therefore can affect our ability to compete effectively. Some of these companies encourage their large audiences to consumeaccess our content, or derivations thereof, within their products, impacting our ability to attract, engage and monetize users directly.

Revenue from subscriptions to our digital and print products makes up a majority of our total revenue. Subscriptions to our digital products generate substantial revenue for us, and ourOur future growth and profitability depend upon our ability to retain, grow and groweffectively monetize our digitalaudience and subscriber base and audience in the U.S.United States and abroad, while maintaining attractive unit economics. To do so will require us to continue to evolvefor our subscription model, address changing consumer demandsnews product as well as The Athletic and developments in technology, and improve our digitalother products while continuing to deliver high-quality journalism and content that our readers around the world find interesting, relevant and reliable. We have invested and will continue to invest significant resources in these efforts, but there is no assurance that we will be able to successfully maintain and increase our digital subscriber base or that we will be able to do so without taking steps such as maintaining or reducing pricing or incurring subscription acquisition costs that would affect our subscription revenues, margin and/or profitability.

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. The rate at which we add new subscriberssize and engagement of our audience depends on many factors both within and beyond our control, including the size and speed of development of the markets for high-quality, English-language news, sports information, puzzles/games, recipes, shopping advice and/or audio journalism; significant news, events, promotionalsports and other events; user sentiment about the quality of our content and products; the free access we provide to our content; the format and breadth of our offerings; varied and changing consumer expectations and behaviors (including consumers’ interest in or avoidance of news content); and our ability to successfully manage changes implemented by search engines and social media platforms or potential changes in the digital information ecosystem, including related to generative AI, that affect or could affect the visibility of and traffic to our content, among other factors.

Consumers’ willingness to subscribe to our products may depend on a variety of factors, including our subscription plans and pricing, and/orthe perceived differentiated value of being a subscriber, consumers’ discretionary spending habits, and our marketing expenditures and effectiveness, (which may be affected by industry changes suchas well as the phase-outfactors described above that impact the size and engagement of browser support for third party cookies and of mobile operating systems for advertising identifiers), and may not be sustainable. Subscribers cancel their subscriptions for many reasons, including the end of promotional pricing or in response to increases or other adjustments we may implement from time to time in our subscription pricing. If we do not grow subscriptions on a net basis as expected, our margins, liquidity and results of operation may be adversely impacted.

We must also dependmanage 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 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. New subscriber cohorts may not retain at the same rate as prior cohorts of subscribers, particularly as we endeavor to encourage users who may spend less time with our products to subscribe.

The future growth of our business and profitability also depends on our ability to successfully manage changes implemented by search enginesmonetize our subscriber relationships. We are investing in efforts to encourage subscribers to use and pay for multiple products, primarily through our multi-product digital bundle, but there can be no assurance that affect the visibility ofsuch efforts will continue to be successful in attracting and retaining subscribers. We have also invested in efforts to align our content. In addition, non-U.S. users are not as familiarpricing model with our brand and may not perceive us as relevant or trustworthy.

Print subscriptions continueThe number of print subscribers continues to decline as the media industry has transitioned from being primarily print-focused to digital. Ifdigital and we are unabledo not expect this trend to reverse. We will be limited in our ability to offset continuedthe resulting print revenue declines resulting from falling print subscriptions with revenue from home-delivery price increases, particularly as our print subscription revenue will be adversely affected. In addition, ifproducts become more expensive relative to other media alternatives, including our digital products. If we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, such as

We track certain metrics, such as registered users, subscribers and average revenue per subscriber (which we refer to as “average revenue per user” or “ARPU”), which are used to measure our performance and which we use to evaluate growth trends and make strategic decisions. These metrics are calculated using internal Company data as well as information we receive from third parties and are subject to inherent challenges in measurement. For example, there may be sensitive to discretionary spending and economic conditions in the marketsindividuals who have multiple Times subscriptions or registrations, which we serve. To the extent economic conditions lead consumers to reduce spending on discretionary activities, our ability to retain current and obtain newtreat as multiple subscribers or implement price increasesregistrations, as well as single subscriptions and registrations that are used by more than one person. In addition, we rely on estimates in calculating subscriber and subscription metrics in connection with group corporate and educational subscriptions. 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. 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.

Inaccuracies or limitations in these metrics may affect our understanding of certain details of our business, which could result in suboptimal business decisions and/or affect our longer-term strategies. In addition, we are continually seeking to improve our estimates of these metrics, which requires continued investment, and, as our tools and methodologies for measuring these metrics evolve, there may be hindered, thereby reducingunexpected changes to our subscription revenue.metrics. Real or perceived inaccuracies in our reported metrics could harm our reputation and/or subject us to legal or regulatory actions and/or adversely affect our operating and financial results.

We derive substantial revenues from the sale of advertising in our products. Advertising spendingOur advertising business is sensitive to overallthe macroeconomic environment, as advertiser budgets can fluctuate substantially in response to changing economic conditions,conditions. Within the digital and audio advertising markets, our ability to compete successfully for advertising revenues could be adversely affected if advertisers respondbudgets will depend on, among other things, our ability to weakengage and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. The worldwide economic conditions caused bygrow digital and audio audiences, collect and leverage data, and demonstrate the Covid-19 pandemic have materially adversely affected our advertising revenues. We expect our advertising revenues will likely continue to be adversely affected if and while these conditions persist, and somevalue of our advertising revenues may not returnand the effectiveness of our products to pre-pandemic levels once economic conditions improve.

The digital advertising market itself continues to undergo change. Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale also play a significant role in the advertising marketplace and represent another source of competition. They have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers. Growingmarketers, especially during periods of economic downturn.

The evolving standards for delivery of digital advertising, as well as the development and implementation of technology, regulations, policies, practices and consumer reliance onexpectations that adversely affect our ability to deliver, target or measure the effectiveness of advertising (including blocking the display of advertising, the phase-out of browser support for third-party cookies and of mobile devices createsoperating systems for advertising identifiers, rapidly evolving

Our digital advertising offerings include products that use proprietary first-party data to target and generate predictive insights and help inform our clients’ advertising strategies. Our ability to quickly and effectively evolve these products; the same rates as desktop advertising. volume, quality, and price of competitive products; and continued changes to industry regulation all have the potential to impact the success of this strategy.

Our digital advertising operations also rely on a small number of significant technologies (particularly Google’s ad manager) which,servers) that, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating results.

As the digitalAlthough print advertising market continues to evolve, our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow digital audiences, collect and leverage data, and demonstrate the valuerevenue represents a significant portion of our advertising and the effectiveness of our products to advertisers.

We believe The New York Times brand is a powerful and trusted brand with an excellenta reputation for high-quality independent journalism and content, and this brand is a key element of our business. Our brandbrands, including The New York Times, The Athletic and 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 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 U.S.United States and abroad or active campaigns by domestic and international political and commercial actors. We may introduce new products or services that users doare not likewell received and that may negatively affect our brand. WeOur brand and reputation could also maybe adversely impacted by negative claims or publicity regarding the Company or its operations, products, 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 damaged if we fail to provide adequate customer service, which could erode confidence in our brand. Our reputation could also be damagedor by failures of third-party vendors we rely on in many contexts. We are investinginvest in defining and enhancing our brand.brands. These investments are considerable and may not be successful. To the extent our brand and reputation are damaged, our ability to attract and retain readers, 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 have news bureaus and other offices around the world, and our digital and print products are generally availableoffered globally. We are focused on further expanding the international scope of our business and face the inherent risks associated with doing business abroad, including:

Adverse developments in any of these areas could have an adverse impact on our business, financial condition and results of operations. For example, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions for our people to do their best work, is vital to the continued success of our mission and business and central to our long-term strategy. Qualified individuals are in high demand, particularly journalists, engineers, data scientists and product managers in New York City, and our employees and individuals we seek to hire are highly sought after by our competitors and other companies. Our continued ability to attract and retain highly skilled journalists and other personnel for all areas of our organization depends on many factors, including maintaining our reputation,The Times newspaper, as well as a diverseother commercial print products, are printed at our production and inclusive work environment. In addition, we must continue to offer competitive compensation and benefits, and this could resultdistribution facility in increased costs to attract, develop and retain them. We must also continue to adapt to ever-changing workplace and workforce dynamics, including in connection with increased levels of remote working as a resultCollege Point, N.Y. Outside of the Covid-19 pandemicNew 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. The price of newsprint has historically been volatile, and its availability may be affected by various factors, including supply chain disruptions, transportation issues, labor shortages or unrest, conversion to paper grades other than newsprint and other changesdisruptions that may affect production or deliveries of newsprint. A significant increase in the businessprice of newsprint, or a significant disruption in our or our partners’ newsprint supply chain, would adversely affect our operating results.

Financial pressures, newspaper industry trends or economics, labor shortages or unrest, changing legal obligations regarding classification of workers or other circumstances that affect our print and cultural landscape. Failingdistribution partners and/or lead to adapt effectivelyreduced operations or consolidations or closures of print sites, newsprint mills and/or distribution routes may increase the cost of printing and distributing our newspapers, decrease our revenues if printing and distribution are disrupted and/or impact the quality of our printing and distribution. Some of our print and distribution partners have taken steps to these changesreduce their geographic scope and/or the frequency with which newspapers are printed and employee expectations could impactdistributed, and additional partners may take similar steps. The geographic scope and frequency with which newspapers are printed and distributed by our partners at times affects our ability to compete effectively (including for talent) or have an adverse impact onprint and distribute our corporate culture or operations. If we are unable to attractnewspaper and maintain a highly skilled and diverse workforce, it would negatively impact our competitive position and reputation, and couldcan adversely affect our business, financial condition or results of operations.operating results.

From time to time, we are party to litigation, including matters relating to alleged libel or defamation, consumer class actions and labor and employment-related matters, as well as regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 18 of the Notes to the Consolidated Financial Statements regarding certain matters. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as it is presently being conducted. In addition, regardless of merit or outcome, such proceedings can have an adverse impact on the Company as a result of legal costs, diversion of the attention of management and other personnel, harm to our reputation, and other factors.

In addition, we have divested and may in the future divest certain assets or businesses that no longer fit within our strategic direction or growth targets. Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.

Our ability to attract, develop, retain and maximize the contributions of world-class talent from diverse backgrounds, and to create the conditions for our people to do their best work, is vital to the continued success of our business and central to our long-term strategy. Our employees and the individuals we seek to hire (particularly journalists and people working in digital product development disciplines) are highly sought after by our competitors and other transactionscompanies, some of which have greater resources than we have and may offer compensation and benefits packages that are perceived to be better than ours. As a result, we may incur significant 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.

If we were unable to attract and retain a talented and diverse workforce, it would disrupt our operations and our ability to complete ongoing projects; would impact our competitive position and reputation; and could adversely affect our costs, revenues, profitabilitybusiness, financial condition or results of operations. Effective succession planning is also important to our long-term success, and financial position.a failure to effectively ensure train and integrate new employees could hinder our strategic planning and execution.

Approximately 43% of our full-time equivalent employees were represented by unions as of December 31, 2023. As a result, we engageare required to negotiate the wages, benefits and other terms and conditions of employment with many of our employees collectively. We are in discussions, evaluate opportunitiesthe process of negotiating renewals of our collective bargaining agreements involving our Wirecutter employees and certain employees at our College Point production and distribution facility, and a new collective bargaining agreement involving technology employees.

Labor unrest or campaigns by labor organizations have resulted in and may continue to result in negative publicity, which can adversely impact our reputation, our workplace culture and our ability to recruit, retain and motivate talent, as well as divert management’s attention, any of which could adversely impact our business. We may experience significant labor unrest if negotiations to renew expiring collective bargaining agreements, or enter into new agreements, are not successful or become unproductive, or for possible acquisitions, divestitures, investmentsother reasons. Our employees have taken and could take further actions such as strikes, work slowdowns or work stoppages. Such actions could impair our ability to produce and deliver our products or cause other transactions.business interruptions, which may adversely affect our business, financial results and/or our reputation. We maycould also considerincur higher costs from such actions, and/or enter into new collective bargaining agreements or renew collective bargaining agreements on unfavorable terms. If more of our employees were to unionize, or if future labor agreements were to increase our costs or further restrict our ability to change our strategy, maximize the acquisitionefficiency of our operations (including our ability to make adjustments to control compensation and benefits costs) or investment in, specific properties, businesses or technologies that fall outsideotherwise adapt to changing business needs, 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.

Significant portions of our expenses, includingOur main operating costs are employee-related costs, which have been increasing in recent years, are fixedsensitive to inflationary pressures, and are likely to continue increasing. Employee-related costs that neither increase norgenerally do not decrease proportionately with revenues. In addition,revenues, and our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may beis limited by certain of our collective bargaining agreements.agreements and may be constrained by labor market conditions. Furthermore, as print-related revenues decline, we cannot always make proportional reductions in the costs associated with the printing and distribution of our newspaper and our commercial printing business. If we were unable to implement cost-control efforts effectively or reduce our fixedoperating costs sufficiently in response to a decline in our revenues, our results of operations willprofitability would be adversely affected. Additionally, it is possible that future cost control efforts may affect the quality of our products and our ability to generate future revenues.

We sponsor a frozen single-employer defined benefit pension plan. Although we have frozen participation and benefits under our single-employerthis plan and have taken other steps to reduce the size and volatility of our pension plan obligations, our results of operations will be affected by the amount of income or expense we record for, and the contributions we are required to make to this plan.

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. AsAlthough as of December 27, 2020,31, 2023, our qualified defined benefit pension plans had plan assets that were approximately $36$83 million above the present value of future benefits obligations. Ourbenefit 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. These include:include legislative changes; demographic changes and assumptions about mortality; and economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and bonddebt markets, which impact discount rates and returns on plan assets.

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 $260 million.approximately $181 million as of December 31, 2023. Although we have frozen participation and benefits under all but one of these plans and have taken other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including

We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of our current and former production and delivery employees and a small number of voice actors who work on Audm, our read-aloud audio service.plans. Our required contributions to certain plans have increased asbeen impacted and may be further impacted by changes in our production, distribution and commercial printing operations have expanded. Our required contributionsoperations.

The risks of participating in multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to these plans could increase becauseprovide benefits to employees of other participating employers. If a shrinking contribution base as a resultparticipating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the insolvency or withdrawal of other companies that currently contribute to these plans,plan may be borne by the inability or failure of withdrawing companiesremaining participating employers. If we withdraw from a multiemployer plan, we may be required to pay theirthe plan an amount based on the plan’s underfunded status, referred to as withdrawal liability, low interest rates, lower than expected returns on pension fund assets, other funding deficiencies, or potential legislative action.liability. Our withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that plan’s funding of vested benefits.

We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated (primarily in connectionand with the sales of the New England Media Group in 2013 and the Regional Media Group in 2012) and may record additional liabilities in the future. In addition, duerespect to declines in our contributions, we have recorded withdrawal liabilities for actual and estimated partial withdrawals from several plans in which we continue to participate. Until demand letters from someparticipate, and may record additional liabilities in the future, including as a result of a mass withdrawal declaration by trustees. Additional liabilities in excess of the multiemployer pension funds are received, the exact amount of the withdrawal liability will not be fully known and, as such, a difference from theamounts we have recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows. SeveralAll of the significant multiemployer plans in which we participate are specific to the newspaper industry,and broader printing and publishing industries, which continuescontinue to undergo significant pressure. A withdrawal by a significant percentage of participating employers may result in a mass withdrawal declaration by the trustees of one or more of these plans, which would require us to record additional withdrawal liabilities.  

If, in the future, we elect to withdraw from theseadditional plans in which we participate or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows. Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.

Our systems store and process confidential subscriber, user, employee and other sensitive personal and Company data, and therefore maintaining our network security is of critical importance. In addition, we rely on the technology, systems, and systemsservices provided by third-party vendors (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery, to customers, administrative functions (including payroll processing and certain finance and accounting functions) and other operations.

We regularly face attempts by malicious actors to breach our security and compromise our information technology systems. These attackersactors, whether internal or external to the Company, may use a blend of technology and social engineering techniques (including denial of service attacks, 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, ransomware, and other techniques), to disrupt service or exfiltrate data. Information security threats are constantly evolving in sophistication and volume and attackers have used 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. TheWe and the third parties with which we work may be more vulnerable to the risk from activities of this nature may also increase during timesas a result of instability, including during the Covid-19 pandemic as online activity increases and operational changesfactors 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; significant increases in remote working are in effect forand hybrid working; employee use of personal devices, which may not have the vast majoritysame level of our workforce.protection as Company devices and networks; and use of legacy software systems, among others. To date, no incidents have had either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

In addition, our systems, and those of the third parties uponwith which our business relies,we work and on which we rely, may be vulnerable to interruption or damage that can result from the effects of natural disasterspower, systems or climate change (such as increased storminternet outages; natural

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 breachincident at our third-party vendors. Efforts to prevent hackersmalicious actors from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and as efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, there can be no assurance as to the costs of additional controls and measureseffort to respond to and recover from a security incident and/or to mitigate any security vulnerabilities that we may conclude are necessarybe identified in the future.future could be significant.

There can also be no assurance that the actions, measures and controls we have implemented will be effective against future attacks or that they will be sufficient to prevent a future security breachincident or other disruption to our network or information systems, or those of our third-party providers,vendors, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services, unauthorized access to or improper disclosure of personal data or other confidential information, or theft or misuse of our intellectual property, all of which could harm our reputation, require us to expend resources to remedyrespond to and recover from such a security breachincident or defend against further attacks, divert management’s attention and resources or subject us to liability, under laws that protect personal data, or otherwise adversely affect our business. While we maintain cyber risk insurance, the costs relating to any data breachcertain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover all losses related to any future breaches ofincidents involving our data or systems.

Our business is subject to various laws and regulations of local and foreign jurisdictions, including laws and regulations with respect to the processing, privacy and the collection and usesecurity of personal data, as well as lawsour consumer marketing and regulations with respect to consumer marketingsubscriptions practices.

Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the processing, (including the collection, use, retention and sharing)privacy and security of the data we receive from and about individuals.individuals, including the European General Data Protection Regulation and ePrivacy Directive; California’s Consumer Privacy Act and Consumer Privacy Rights Act; new privacy laws in more than a dozen states; and others. Failure to protect confidentialpersonal data in accordance with these requirements, provide individuals with adequate notice of our privacy policies, respond to consumer-rights related requests or obtain required valid consent where applicable, for example, could subject us to liabilities imposed by these jurisdictions. Existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations, and various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand current or enact new laws regarding privacy and data protection. For example, the General Data Protection Regulation adopted by the European Union imposes stringent data protection requirements and significant penalties for noncompliance; California’s Consumer Privacy Act and Consumer Privacy Rights Act, and associated regulations, create new data privacy rights; and the European Union’s forthcoming ePrivacy Regulation is expected to impose, with respect to electronic communications, stricter data protection and data processing requirements.

In addition, various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the manner in which we market our subscription products, including with respect to subscriptions, billing, automatic renewals and auto-renewal.cancellation. These laws and regulations often differ across jurisdictions and continue to evolve. 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.subscribers and the rate with which consumers cancel subscriptions.

There has been increased focus on and regulatory scrutiny related to laws and regulations governing privacy, data protection, consumer marketing and subscriptions practices. These laws continue to evolve and are subject to potentially differing interpretations. Various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand such current laws or enact new laws in these areas. Existing and newly adopted laws and regulations with respect to the processing, privacy and security of personal data, and consumer marketing practices (or new interpretations of existing laws and regulations), have imposed and may continue to impose obligations that may 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 marketingother business practices. For example, we launched several significant privacy engineering projects in 2023 and are undertaking significant work to integrate a number of internal systems, including our data platform, with third-party software to centralize and enhance our privacy compliance capabilities. As we continue these projects over the next several years, we may experience disruptions or difficulties that could adversely affect our business.

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 as well as any failure, and/or perceived failure, by us or the third parties upon which we rely to comply with our own posted 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. Each of these potential consequences could adversely affect our business and results of operations.

We accept payments through third parties using a variety of different payment methods, including credit and debit cards and direct debit.debit, as well as alternative payment methods such as PayPal. We rely on third parties’ and our own internal systems as well as those of third parties to process payments. Acceptance and processing of these payment methods are subject to certaindiffering domestic and foreign certifications, rules, regulations, industry standards (including credit card and regulations.banking policies), and laws concerning subscriptions, billing and automatic renewals, which continue to evolve. To the extent there are disruptions in our or third-party payment processing systems,systems; errors in charges made to subscribers; material changes in the payment ecosystem failure to recertify and/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 regulationslaws concerning payment processing, our ability to accept payments could be hindered, we could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation and adversely impact our revenues, operating expenses and/or loseresults of operations.

The termination of our ability to accept credit and debit card payments which could impacton 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, harm our reputation and would adversely impactaffect our results of operations.

We currently utilize third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing and bandwidth needs. Any interruptions to these services generally, including as a result of the effects of the Covid-19 pandemic, could result in interruptions in service to our subscribers, andusers, advertisers and/or the Company’s critical business functions, notwithstanding any business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or harm to our operations, reputation and operating results. A transition of these services to different cloud providers would be difficult, time consuming and costly to implement. In addition, if hosting costs increase over time and/or if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase disproportionately.

Our business depends on our intellectual property, including our valuable brand,trademarks, copyrighted content services and internally developed technology. We believe the protection and monetization of our proprietary trademarks, copyrighted content and patented technology, as well as other intellectual property, areis critical to our continued success and our competitive position. Our ability to do so is subject to the inherent limitation in protections available under intellectual property laws in the United States and other applicable jurisdictions. Unauthorized parties have unlawfully misappropriated our brand, content, services, technology and other intellectual property orand may attemptcontinue to do

The Internet, combined withAdvancements in technology, including advancements in generative AI technology, hashave made unauthorized copying and wide dissemination of unlicensed content easier, including by anonymous foreign actors. At the same time, detection of unauthorized use of our intellectual property and enforcement of our intellectual property rights hashave become more challenging.challenging, in part due to the increasing volume and sophistication of attempts at unauthorized use of our intellectual property, including from generative AI developers. As our business and the presence and impact of bad actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet.internet.

If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full value of our assets, and our business brand and profitability may suffer.suffer, and our brand may be tarnished by misuse of our intellectual property. In addition, if we must litigateare 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, to enforce our intellectual property rights,and such litigation may be costly and time consuming. See “Item 3 — Legal Proceedings” for additional information.

We periodically receive claims from third parties alleging violations of their intellectual property rights. These third parties include rights holders seeking to enforce and/or monetize intellectual property theyAs the Company publishes more content in a variety of media both on its own or otherwise have rights to through assertingplatforms and third-party platforms (such as social media), the likelihood of receiving claims of infringement or misuse. Even if we believe that these claims ofmay rise. Defending against intellectual property infringement are without merit, defending against themclaims can be time-consuming,time consuming, expensive to litigate and/or settle, and a diversion of management and newsroom attention. As our Company growsIn addition, litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and publishes more content on our own platforms and third-party platforms (like social media), the likelihood of receiving incoming claims of infringement also rises.we may not be successful in defending ourselves in such matters.

TheseIf we are unsuccessful in defending against third-party intellectual property infringement claims, if successful,these claims may require us to enter into royalty or licensing agreements on unfavorable terms, use more costly alternative technology,alter how we present content to our readers, alter certain of our operations and/or otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business.

We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board of Directors and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds approximately 95% of the Class B Common Stock. As a result, the trust 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. Under the terms of the trust agreement, the trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction. 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.

None.

We own and lease various real properties in the U.S. and around the world, including in Europe and Asia. Our principal executive offices are located at 620 Eighth Avenue, New York, New York,N.Y., in our headquarters building (the “Company Headquarters”), which was completed in 2007 and consists of approximately 1.54 million gross square feet (the “Company Headquarters”).feet. We own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. In December 2019, we repurchased the portion of the condominium interest that we had sold and simultaneously leased back in 2009 (the “Condo Interest”) for $245.3 million and, as a result, we now own our interest in the building unencumbered. As of December 27, 2020,31, 2023, we had leased approximately 12.5 floors296,000 gross square feet to third parties.

In addition, we haveown a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 31-acre site. In 2019,2020, we exercisedentered 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 option31 acres.

We believe our facilities are sufficient for our current needs and that suitable additional space will be available to purchaseaccommodate any expansion of our operations if needed in the property, which was previously owned by the City of New York, for approximately $6.9 million.future.

We are involved in various legal actions incidental to our business that are now pending against us. These actions generally have damageassert damages claims that are greatly in excess of the payments,amount, if any, that we would be requiredliable 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, itno amount of loss in excess of recorded amounts as of December 31, 2023, is possible that an unfavorable outcome in one or more matters couldbelieved to be material to the Company’s consolidated resultsreasonably possible.

On December 27, 2023, we filed a lawsuit against Microsoft Corporation (“Microsoft”), Open AI Inc. and various of operations or cash flows for an individual reporting period. However, based on currently available information, management does not believe that the ultimate resolution of these matters, individually orits corporate affiliates (collectively, “OpenAI”) in the aggregate,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. We 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 likely to have a material effect on the Company’s financial position.no guarantee that we will be successful in our efforts.

Not applicable.