Director at USA TODAY (NYSE: GCI) takes $30K fees in stock

Rhea-AI Filing Summary

USA TODAY Co., Inc. director Louis John Jeffry received a grant of 4,255 shares of common stock on March 31, 2026. These shares came from restricted stock units that immediately vested and converted into common stock, granted in lieu of $30,000 in retainer fees.

After the award, Jeffry directly holds 645,554 shares of common stock. He also has additional indirect holdings through various trusts, including 13,471 shares held by a marital trust and other trust accounts holding 9,873 and 3,478 shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Louis John Jeffry

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,255	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 645,554 shares (Direct); Common Stock — 13,471 shares (Indirect, Marital Trust U/A John J. Louis, Jr. Trust)

Footnotes (1)

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Key Figures

Stock grant: 4,255 shares Retainer fees: $30,000 Direct holdings: 645,554 shares +3 more

6 metrics

Stock grant 4,255 shares Restricted stock units vested and converted on March 31, 2026

Retainer fees $30,000 Fees paid in stock instead of cash for director compensation

Direct holdings 645,554 shares Total common stock directly owned after the grant

Marital trust holdings 13,471 shares Indirect ownership via Marital Trust U/A John J. Louis, Jr. Trust

Trust holdings (fbo John Jeffry Louis) 9,873 shares Indirect ownership via John Jeffry Louis, Jr. Trust under the Will

Trust holdings (fbo Tracy L. Merrill) 3,478 shares Indirect ownership via trust under the Will of John J. Louis

Key Terms

restricted stock units, retainer fees, Rule 16b-3, Marital Trust

4 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.

retainer fees financial

"granted in lieu of retainer fees of $30,000 and issued"

Rule 16b-3 regulatory

"issued 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.

Marital Trust financial

"Marital Trust U/A John J. Louis, Jr. Trust"

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)
03/31/2026

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	03/31/2026		A(1)		4,255	A	$0(1)	645,554	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 in lieu of retainer fees of $30,000 and issued in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for John Jeffry Louis	04/01/2026
	** 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 (GCI) report for Louis John Jeffry?

Louis John Jeffry received 4,255 shares of USA TODAY common stock as a grant. The shares came from restricted stock units that vested immediately, representing compensation rather than an open-market purchase or sale.

How were Louis John Jeffry’s retainer fees at USA TODAY (GCI) paid?

His retainer fees of $30,000 were paid in stock rather than cash. Restricted stock units vested immediately and converted into 4,255 shares of common stock granted under an exemption provided by Rule 16b-3.

How many USA TODAY (GCI) shares does Louis John Jeffry hold directly after this Form 4?

Following the grant, Louis John Jeffry directly holds 645,554 shares of USA TODAY common stock. This figure reflects his updated direct ownership position after the 4,255-share award in lieu of cash retainer fees.

What indirect USA TODAY (GCI) holdings are reported for Louis John Jeffry?

The filing lists indirect holdings through several trusts, including 13,471 shares in a marital trust. Additional trusts hold 9,873 and 3,478 shares, reflecting family-related estate and trust arrangements associated with Jeffry.

Was Louis John Jeffry’s USA TODAY (GCI) stock award an open-market transaction?

No, the award was not an open-market transaction. It was a grant of restricted stock units that vested immediately and converted into common stock, issued in lieu of $30,000 in director retainer fees under Rule 16b-3.

What does Rule 16b-3 treatment mean for this USA TODAY (GCI) grant?

The grant was issued in a transaction exempt under Rule 16b-3. This rule generally provides exemptions from certain short-swing profit rules for director and officer compensation awards approved under specified conditions.