Gannett Co SEC Filings

Apollo-affiliated investment entities reported their ownership in Gannett Co., Inc. (GCI) common stock on an amended Schedule 13G. Apollo Capital Management, L.P., together with related entities, is shown as beneficially owning 11,900,000 shares of Gannett common stock, representing 8.1% of the class, based on 147,108,750 shares outstanding as of October 27, 2025. The largest holding vehicle listed is Apollo Credit Strategies Master Fund Ltd. with 10,517,274 shares, or 7.2% of the class. All reporting persons, and certain Apollo executives, expressly disclaim beneficial ownership of any shares other than those held of record and certify that the securities were not acquired for the purpose of changing or influencing control of Gannett. The reported ownership is as of the event date of September 30, 2025.

Two Seas Capital filed Amendment No. 1 to Schedule 13G reporting a passive stake in Gannett Co., Inc. (GCI). The reporting persons disclose beneficial ownership of 14,180,621 shares of common stock, representing 9.6% of the class as of September 30, 2025.

The shares are held by Two Seas Global (Master) Fund LP, for which Two Seas Capital LP serves as investment adviser. Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi each report sole voting power and sole dispositive power over 14,180,621 shares, and no shared power. The percentage is based on 147,108,750 shares outstanding as of September 30, 2025, as disclosed in the issuer’s Form 10‑Q filed October 30, 2025.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control, other than activities solely in connection with a nomination under Rule 14a‑11.

Gannett Co., Inc. (GCI) reported Q3 2025 results. Total revenue was $560.8 million, down from $612.4 million a year ago, as print and commercial revenue fell to $298.1 million and digital revenue declined to $262.7 million. The company posted a net loss of $39.2 million versus a $19.7 million loss last year, reflecting lower revenue and a $17.6 million tax provision. Operating costs and SG&A decreased year over year.

Year to date, revenue was $1.72 billion and net income was $31.8 million, aided by gains on asset sales and a tax benefit earlier in the year. Cash provided by operating activities was $71.0 million. The 2029 term loan principal declined to $748.6 million, with $116.4 million of prepayments year to date; total debt carrying value was $971.8 million. Cash and cash equivalents were $75.2 million, and total equity rose to $193.5 million. As of October 27, 2025, 147,108,750 common shares were outstanding.

Gannett Co., Inc. (GCI) reported that it issued a press release announcing its financial results for the third quarter ended September 30, 2025. The release is furnished as Exhibit 99.1 to this report under Item 2.02.

The company notes the information is furnished, not filed, under the Exchange Act. Gannett also highlights its website, including the Investor Relations and News and Events pages, as distribution channels for material company information.

Gannett Co., Inc. director John Jeffry Louis was granted 7,263 shares of common stock on 09/30/2025 as payment in lieu of a director retainer of $30,000. The shares were issued at a reported price of $4.13 and the filing shows 635,474 shares beneficially owned by the reporting person after the transaction. Several additional indirect holdings are listed, including 13,471 shares held in a Marital Trust and other trust interests totaling 13,351 shares. The grant was reported on a Form 4 signed by an attorney-in-fact on 10/02/2025 and is described as exempt under Rule 16b-3.

Gannett Co., Inc. director Amy Reinhard reported receiving 3,631 shares of Gannett common stock as compensation on 09/30/2025. The shares were issued in lieu of a $15,000 retainer and the transaction is described as exempt under Rule 16b-3, meaning it was an approved issuer arrangement for director compensation. The report shows a purchase price of $4.13 per share for this issuance and indicates Ms. Reinhard now beneficially owns 167,361 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Apollo-affiliated funds disclosed ownership stakes in Gannett Co., Inc. Apollo Capital Management and related entities report shared beneficial ownership of 11,653,303 shares, representing 8.0% of Gannett's outstanding common stock. Apollo Credit Strategies Master Fund and related Apollo ST entities report shared ownership of 10,549,932 shares, representing 7.2% of the class. Smaller Apollo vehicles report additional positions (e.g., Atlas 202,987 shares; Accord+ 70,559 shares; PPF Credit Strategies 818,125 shares). All reporting persons indicate no sole voting or dispositive power and disclaim beneficial ownership beyond record holdings. Percentages are calculated from 146,617,081 shares outstanding as of July 28, 2025, per the issuer's quarterly report.

Two Seas Capital LP and affiliated persons reported beneficial ownership of 11,230,621 shares of Gannett Co., Inc. common stock, equal to 7.7% of the 146,629,832 shares outstanding used for the calculation as of June 30, 2025. The shares are held by Two Seas Global (Master) Fund LP and Two Seas Capital (TSC) serves as the registered investment adviser with sole voting and sole dispositive power over these shares.

The Schedule 13G filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The form is signed by Sina Toussi as Managing Member on August 13, 2025, and provides reporting-classification details for each reporting person.

Gannett Co., Inc. (GCI) – Form 4 insider activity for CEO & Chairman Michael Reed

On 6-Aug-2025 Reed exercised 113,378 restricted stock units (RSUs) into an equal number of common shares (code M). To satisfy associated tax withholdings, 57,880 shares were surrendered at $4.12 per share (code F). Following these actions, his direct common-stock holdings stand at 3,196,220 shares.

Derivative table disclosures show:

• 113,378 RSUs converted (code M) – two remaining tranches vest on the 2nd and 3rd anniversaries of the original 6-Aug-2024 grant.
• New award of 359,712 RSUs on 5-Aug-2025 under the 2023 Stock Incentive Plan (code A). These vest one-third annually over three years.
• Post-transaction derivative balance: 586,470 RSUs (226,758 from prior award plus 359,712 new).

No other transaction types, purchase agreements, or 10b5-1 plan indications were reported. The filing signals continued equity-based compensation and maintains substantial insider ownership, aligning management incentives but adding modest future dilution potential.