USA TODAY Co. director granted 16,046 RSUs

USA TODAY Co., Inc. director Barbara W. Wall received a grant of 16,046 shares of common stock as restricted stock units for her board service.

Rhea-AI Filing Summary

USA TODAY Co., Inc. director Barbara W. Wall received a grant of 16,046 shares of common stock as restricted stock units for her board service. These RSUs immediately vested and converted into common shares on a one-for-one basis under the company’s 2023 Stock Incentive Plan.

The award was recorded at a price of $0.00 per share for Form 4 purposes, while the applicable market closing price on June 2, 2026 was $7.79. Following this compensation grant, Wall directly holds 443,985 shares of common stock.

Insider Trade Summary

Grant/Award: 16,046 shares

Grant/Award 1 txn

Insider WALL BARBARA W.

Role Director

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

Holdings After Transaction: Common Stock — 443,985 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

RSUs granted: 16,046 shares Form 4 transaction price: $0.00 per share Closing market price: $7.79 per share +1 more

4 metrics

RSUs granted 16,046 shares Restricted stock units granted to director on June 2, 2026

Form 4 transaction price $0.00 per share Reported grant price for the restricted stock unit award

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

Shares held after transaction 443,985 shares Total direct common stock holdings following 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

"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 did Barbara W. Wall report on this Form 4 for GCI?

Barbara W. Wall reported receiving 16,046 restricted stock units that immediately vested into common stock. The grant was issued for her services as a director under the 2023 Stock Incentive Plan and is treated as a compensation-related acquisition, not an open-market purchase.

How many USA TODAY Co. (GCI) shares does Barbara W. Wall now hold?

After the reported transaction, Barbara W. Wall directly holds 443,985 shares of USA TODAY Co. common stock. This total includes the 16,046 shares received from restricted stock units that vested and converted into common shares on a one-for-one basis on June 2, 2026.

Was Barbara W. Wall’s Form 4 transaction an open-market buy or sale of GCI stock?

The transaction was not an open-market buy or sale. It reflects a grant of 16,046 restricted stock units that immediately vested and converted into common shares as director compensation, in a transaction exempt under Rule 16b-3, rather than a discretionary market trade.

What plan governed the restricted stock unit grant reported for GCI?

The restricted stock unit grant was made under USA TODAY Co.’s 2023 Stock Incentive Plan. The footnote explains that the RSUs were granted for services as a director, immediately vested, and converted into common stock on a one-for-one basis at the time of the award.

What price is associated with the restricted stock grant in Barbara W. Wall’s Form 4?

The Form 4 reports the transaction at $0.00 per share, reflecting a compensation grant rather than a purchase. The footnote notes an applicable market closing price of $7.79 on June 2, 2026, which indicates the trading price of the common stock on the grant date.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:33 PM 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^*

WALL BARBARA W.

(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)	443,985	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 Barbara Wall	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)