USA TODAY director receives 16,046 share award

Reinhard Amy reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Reinhard Amy reported acquisition or exercise transactions in this Form 4 filing.

USA TODAY Co., Inc. director Amy Reinhard received a grant of 16,046 shares of common stock through restricted stock units that immediately vested on a one-for-one basis. The award was granted for services as a director under the 2023 Stock Incentive Plan.

The filing notes a closing share price of $7.79 on June 2, 2026, providing a reference value for the grant. After this award, Reinhard directly holds a total of 186,319 shares of common stock.

Insider Trade Summary

Grant/Award: 16,046 shares

Grant/Award 1 txn

Insider Reinhard Amy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,046	$0.00	$0.00

Holdings After Transaction: Common Stock — 186,319 shares (Direct)

Footnotes (1)

1. F1. Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis, granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3. The applicable closing price was $7.79 on June 2, 2026.

Key Figures

RSU grant size: 16,046 shares Reference closing price: $7.79 per share Shares held after transaction: 186,319 shares

3 metrics

RSU grant size 16,046 shares Restricted stock units immediately vested into common stock

Reference closing price $7.79 per share Closing price on June 2, 2026 for vested RSUs

Shares held after transaction 186,319 shares Total direct common stock ownership after the grant

Key Terms

restricted stock units, 2023 Stock Incentive Plan, Rule 16b-3

3 terms

restricted stock units financial

"Reflects restricted stock units which immediately vested and converted into common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2023 Stock Incentive Plan financial

"granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan"

Rule 16b-3 regulatory

"granted to the reporting person ... in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did USA TODAY (GCI) report for Amy Reinhard?

USA TODAY reported that director Amy Reinhard received 16,046 shares of common stock via restricted stock units. These units vested immediately on a one-for-one basis, representing a stock-based compensation grant rather than an open-market share purchase.

How many USA TODAY (GCI) shares does Amy Reinhard hold after this grant?

After the restricted stock unit grant, Amy Reinhard holds 186,319 shares of USA TODAY common stock. This total reflects her direct ownership following the immediate vesting and conversion of the 16,046 restricted stock units disclosed in the Form 4 filing.

What was the reference share price for Amy Reinhard’s USA TODAY award?

The referenced closing price for USA TODAY common stock tied to Amy Reinhard’s grant was $7.79 on June 2, 2026. This price is used in the footnote to indicate the market value of the shares when the restricted stock units vested and converted.

Was Amy Reinhard’s USA TODAY transaction an open-market stock purchase?

No, the transaction was not an open-market purchase. It was a grant of restricted stock units that immediately vested into 16,046 common shares as compensation for her services as a director under the 2023 Stock Incentive Plan, exempt under Rule 16b-3.

Under which plan was Amy Reinhard’s USA TODAY stock grant made?

The stock grant to Amy Reinhard was made under USA TODAY’s 2023 Stock Incentive Plan. The award consisted of restricted stock units that immediately vested and converted into common stock as compensation for her board service, according to the Form 4 footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:45 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Reinhard Amy

(Last) (First) (Middle)

C/O USA TODAY CO., INC.

175 SULLY'S TRAIL, SUITE 203

(Street)

PITTSFORD NEW YORK 14534

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
USA TODAY Co., Inc. [ TDAY ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

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

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

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	06/02/2026		A		16,046(1)	A	$0(1)	186,319	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

Explanation of Responses:

1. Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis, granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3. The applicable closing price was $7.79 on June 2, 2026.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for Amy Reinhard	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)