Director at GCI (NYSE: GCI) receives 16,046-share equity grant under 2023 plan

Rhea-AI Filing Summary

USA TODAY Co., Inc. director Louis John Jeffry reported an equity compensation grant rather than an open-market trade. He received 16,046 shares of Common Stock through restricted stock units that immediately vested and converted into common stock on a one-for-one basis for his services as a director under the 2023 Stock Incentive Plan. The award was recorded at a price of $0.00 per share, while the applicable closing price was $7.79 on June 2, 2026. After this grant, Jeffry directly holds 661,600 common shares and also has indirect holdings through several trusts with separate share balances.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Louis John Jeffry

Role null

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

Holdings After Transaction: Common Stock — 661,600 shares (Direct, null); Common Stock — 13,471 shares (Indirect, Marital Trust U/A John J. Louis, Jr. Trust)

Footnotes (1)

1. [object Object]

Key Figures

Equity grant size: 16,046 shares Transaction price per share: $0.00 per share Closing market price: $7.79 +4 more

7 metrics

Equity grant size 16,046 shares Restricted stock units vested into common stock for director services

Transaction price per share $0.00 per share Recorded price for restricted stock unit conversion

Closing market price $7.79 Applicable closing price on June 2, 2026

Direct holdings after grant 661,600 shares Common stock directly held by Louis John Jeffry after transaction

Indirect holdings - Trust for John Jeffry Louis 9,873 shares Common stock held indirectly through John Jeffry Louis, Jr. Trust fbo John Jeffry Louis

Indirect holdings - Trust for Tracy L. Merrill 3,478 shares Common stock held indirectly through John J. Louis, Jr. Trust fbo Tracy L. Merrill

Indirect holdings - Marital Trust 13,471 shares Common stock held indirectly through Marital Trust U/A John J. Louis, Jr. Trust

Key Terms

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

4 terms

restricted stock units financial

"Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis"

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.

Rule 16b-3 regulatory

"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"

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.

2023 Stock Incentive Plan financial

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

closing price financial

"The applicable closing price was $7.79 on June 2, 2026"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Louis John Jeffry

(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)	661,600	D
Common Stock								13,471	I	Marital Trust U/A John J. Louis, Jr. Trust
Common Stock								3,478	I	John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill
Common Stock								9,873	I	John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis

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 John Jeffry Louis	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)

FAQ

What insider transaction did director Louis John Jeffry report at GCI?

Director Louis John Jeffry reported receiving 16,046 shares of USA TODAY Co., Inc. common stock as equity compensation. These shares came from restricted stock units that immediately vested and converted on a one-for-one basis for his board service.

Was the GCI insider transaction a market buy or sell of shares?

The filing shows no open-market buy or sell. Instead, Louis John Jeffry received 16,046 shares via restricted stock units that vested immediately as a compensation grant, recorded at a transaction price of $0.00 per share.

How many GCI shares does Louis John Jeffry hold after this Form 4?

Following the reported grant, Louis John Jeffry directly holds 661,600 shares of USA TODAY Co., Inc. common stock. He also has additional indirect holdings through several trusts, each with its own disclosed share balance in the filing.

At what price was the GCI equity award valued in the Form 4?

The award itself is recorded with a transaction price of $0.00 per share, reflecting its nature as compensation. The footnote notes an applicable closing market price of $7.79 on June 2, 2026, when the restricted stock units vested.

What type of equity compensation plan did GCI use for this director grant?

The restricted stock units were granted under USA TODAY Co., Inc.’s 2023 Stock Incentive Plan. They immediately vested and converted into common stock on a one-for-one basis as compensation for services as a director, in a transaction exempt under Rule 16b-3.

Does the GCI Form 4 mention any special regulatory treatment of this grant?

Yes. The footnote states the restricted stock units, which converted into common stock, were granted for director services under the 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3, a common exemption for insider compensation awards.