[Form 4] Gannett Co., Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gannett Co. (GCI) Form 4 – insider activity

Chief Accounting Officer Cindy Gallagher reported two transactions on 5–6 Aug 2025. First, 9,070 restricted stock units (RSUs) vested and were converted to common shares (Code M). To cover tax obligations, 2,731 shares were immediately withheld at $4.12 (Code F). Net of withholding, Gallagher’s direct stake rose by 6,339 shares to 120,166 common shares.

Second, on 5 Aug 2025 she received a new award of 28,776 RSUs under the 2023 Stock Incentive Plan (Code A). One-third of this grant will vest annually over three years. After the transactions she holds 18,140 previously granted unvested RSUs plus the new 28,776-unit grant, totaling 46,916 derivative RSUs.

The transactions are routine equity compensation events and do not involve open-market purchases or sales. They modestly increase insider ownership but are unlikely to be materially significant at the corporate level.

Positive

• Insider ownership increases as the CAO nets 6,339 additional shares, suggesting continued executive alignment with shareholder interests.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; minor net share increase, neutral impact.

The filing shows standard equity-compensation mechanics. Gallagher converted 9,070 RSUs, paid taxes via share surrender, and now owns 120,166 shares—still a small fraction of Gannett’s 146 m outstanding shares. The fresh 28,776-unit RSU grant aligns with prior grants and vests over three years, encouraging retention but creating limited immediate dilution. No cash transactions, insider sales, or unusual option exercises occurred. For investors, the disclosure signals executive continuity rather than directional sentiment. Material impact on valuation, liquidity, or governance is immaterial.

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

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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^*

Gallagher Cindy

(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)

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

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		9,070	A	(1)	122,897	D
Common Stock	08/06/2025		F		2,731(2)	D	$4.12	120,166	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			9,070	(3)	(3)	Common Stock	9,070	$0	18,140	D
Restricted Stock Units	(1)	08/05/2025		A		28,776		(4)	(4)	Common Stock	28,776	$0	28,776	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 Cindy Gallagher	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 did Cindy Gallagher acquire on 6 Aug 2025?

She converted 9,070 RSUs into common stock, netting 6,339 additional direct shares after tax withholding.

What is Gallagher's current direct ownership in Gannett (GCI)?

Following the reported transactions, she directly owns 120,166 common shares.

Did the CAO sell any GCI shares in this filing?

No open-market sales occurred; 2,731 shares were withheld solely to satisfy tax obligations.

What new equity award did Gallagher receive?

On 5 Aug 2025, she was granted 28,776 RSUs under the 2023 Stock Incentive Plan, vesting one-third annually.

Does this Form 4 indicate any significant impact on GCI's share count?

The transactions involve routine executive compensation and are not material to Gannett’s total shares outstanding.