USA TODAY Co. (GCI) CFO has shares withheld to cover taxes on RSU vesting

Rhea-AI Filing Summary

USA TODAY Co., Inc. CFO Trisha Gosser reported routine equity compensation activity. On March 24, 2026, 7,782 shares of common stock valued at $6.70 per share were withheld to cover tax obligations on the vesting of restricted stock, rather than sold in the open market.

Following this tax-withholding disposition, she directly holds 136,803 shares of common stock. She also holds restricted stock units representing a contingent right to receive 88,729 and 20,786 additional common shares, which vest in thirds on the first, second, and third anniversaries of their respective grant dates.

Insights

Equity compensation analyst

Routine tax withholding on RSU vesting; no open-market trading.

CFO Trisha Gosser had 7,782 USA TODAY Co. shares withheld at $6.70 per share to satisfy tax obligations tied to restricted stock vesting. Code F transactions like this are mechanistic and do not represent discretionary buying or selling.

After the event, she holds 136,803 common shares directly, plus RSUs covering 88,729 and 20,786 underlying shares at an exercise price of $0.00. This indicates a substantial remaining equity stake, so the filing is best viewed as routine compensation administration rather than a signal on the company’s outlook.

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^*

Gosser Trisha

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		F		7,782(1)	D	$6.7	136,803	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	(2)							(3)	(3)	Common Stock	88,729		88,729	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	20,786		20,786	D

Explanation of Responses:

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

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

3. Except as otherwise provided in the award notice, one-third of these RSUs vests on the first, second, and third anniversary of the August 5, 2025 grant date.

4. 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.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for Trisha Gosser	03/25/2026
	** 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 USA TODAY Co. (GCI) CFO Trisha Gosser report?

CFO Trisha Gosser reported a tax-withholding disposition of 7,782 USA TODAY Co. common shares. The shares were withheld at $6.70 each to satisfy tax obligations upon restricted stock vesting, rather than being sold in the open market.

Was the USA TODAY Co. (GCI) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, coded F, not an open-market sale. 7,782 shares were withheld by the company to cover taxes due on vesting restricted stock, a routine equity compensation mechanism.

How many USA TODAY Co. (GCI) shares does the CFO hold after this filing?

After the reported transaction, CFO Trisha Gosser directly holds 136,803 USA TODAY Co. common shares. The Form 4 also lists restricted stock units that can convert into additional common shares as they vest over future anniversaries of their grant dates.

What restricted stock units does the USA TODAY Co. (GCI) CFO currently have?

The filing shows restricted stock units tied to 88,729 and 20,786 underlying USA TODAY Co. common shares. Each RSU represents a contingent right to receive one share, generally vesting in one-third installments on the first, second, and third anniversaries of the applicable grant dates.

How do the USA TODAY Co. (GCI) CFO’s RSUs vest over time?

The Form 4 notes that certain RSU grants vest in three equal annual installments. One-third vests on the first anniversary of the grant date, with additional one-third portions vesting on the second and third anniversaries, subject to the terms of the applicable award notices.

What does transaction code F mean in the USA TODAY Co. (GCI) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this Form 4, 7,782 shares of USA TODAY Co. common stock were withheld to cover tax obligations on restricted stock vesting, not voluntarily sold in the market.