Gannett (GCI) CEO Equity Update: RSU Grant & Tax-Related Share Surrender

Rhea-AI Filing Summary

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.

Positive

• High insider ownership: Reed still controls 3.2 M shares, underscoring commitment.
• Long-term incentive alignment: New RSUs vest over three years, encouraging retention and performance focus.

Negative

• Incremental dilution: 359,712 new RSUs will add share count when vested.
• Tax-related share surrender: 57,880 shares disposed, slightly reducing insider stake.

Insights

Corporate Governance Analyst

TL;DR: Routine equity grant and RSU vesting; CEO retains >3.1 M shares, modest net share surrender for taxes—neutral governance signal.

The grant of 359,712 RSUs and conversion of 113,378 RSUs follow Gannett’s regular long-term incentive cadence. Net common-share change is a decrease of 55,880 shares, limited to tax withholding, so insider exposure remains high. The multi-year vesting schedule continues to align CEO interests with shareholders, but the additional equity authorization adds incremental dilution (≈0.26 % of 137 M shares outstanding). Because transactions were not open-market sales, the filing is largely mechanical and carries neutral market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reed Michael

(Last) (First) (Middle)

C/O GANNETT CO., INC.

175 SULLY'S TRAIL, SUITE 203

(Street)

PITTSFORD NY 14534

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. [ GCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/06/2025		M		113,378	A	(1)	3,254,100	D
Common Stock	08/06/2025		F		57,880(2)	D	$4.12	3,196,220	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/06/2025		M			113,378	(3)	(3)	Common Stock	113,378	$0	226,758	D
Restricted Stock Units	(1)	08/05/2025		A		359,712		(4)	(4)	Common Stock	359,712	$0	359,712	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. Shares withheld to cover tax withholding obligations on the vesting of restricted stock units.

3. One-third of the original grant of these RSUs vested on August 6, 2025, and except as otherwise provided in the award notice, one-third will vest on each of the second and third anniversary of the date of grant.

4. The RSUs were granted under the Issuer's 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest one-third on the first, second, and third anniversary of the date of grant.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for Michael Reed	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many GCI shares does CEO Michael Reed now own?

After the reported transactions, Reed holds 3,196,220 common shares directly.

What new equity award did Michael Reed receive?

On 05-Aug-2025 he received 359,712 RSUs under the 2023 Stock Incentive Plan, vesting one-third annually.

Did the CEO sell any GCI shares on the open market?

No open-market sale occurred; 57,880 shares were withheld solely for taxes on RSU vesting (code F).

What is the vesting schedule for the converted RSUs?

The original RSU grant vests one-third on each of the first, second, and third anniversaries; the first tranche vested 06-Aug-2025.

Will the new RSU grant dilute existing shareholders?

Yes, upon settlement the 359,712 RSUs could add ~0.26 % to shares outstanding, assuming 137 M shares currently outstanding.

Was this Form 4 filed under a Rule 10b5-1 plan?

The filing does not indicate that the transactions were executed under a Rule 10b5-1 plan.