USA TODAY CEO reports tax share withholding

USA TODAY Co., Inc. Chief Executive Officer Michael Reed reported a routine tax-related share disposition tied to restricted stock vesting.

Rhea-AI Filing Summary

USA TODAY Co., Inc. Chief Executive Officer Michael Reed reported a routine tax-related share disposition tied to restricted stock vesting. On March 24, 2026, 139,481 shares of common stock were withheld at $6.70 per share to cover tax obligations on vesting restricted stock.

After this withholding, Reed directly owns 3,056,739 shares of common stock. He also holds restricted stock units that each represent one share of common stock, covering 226,758 and 359,712 underlying shares, which vest in scheduled one-third installments over three years from their 2025 grant dates.

Insider Trade Summary

Exercise Price or Tax Liability: 139,481 shares

Exercise Price or Tax Liability 3 txns

Insider Reed Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	139,481	$6.70	$935K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 3,056,739 shares (Direct); Restricted Stock Units — 586,470 contracts (Direct)

Footnotes (4)

1. F1. Shares withheld to cover tax withholding obligations on the vesting of restricted stock.
2. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
3. F3. 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.
4. F4. 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.

FAQ

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

What insider transaction did USA TODAY Co., Inc. CEO Michael Reed report on Form 4?

Michael Reed reported a tax-withholding disposition related to restricted stock vesting. On March 24, 2026, 139,481 common shares were withheld at $6.70 per share to satisfy tax obligations, rather than being sold in an open-market transaction.

How many USA TODAY Co., Inc. shares does Michael Reed hold after this Form 4 transaction?

Following the tax-withholding transaction, Michael Reed directly holds 3,056,739 shares of USA TODAY Co., Inc. common stock. This figure reflects his position after 139,481 shares were withheld to cover taxes on vesting restricted stock, according to the Form 4 disclosure.

Were Michael Reed’s USA TODAY Co., Inc. shares sold on the open market in this Form 4?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 139,481 shares were withheld by the issuer at $6.70 per share to cover tax obligations on restricted stock vesting, a common administrative mechanism.

What restricted stock units (RSUs) does Michael Reed hold in USA TODAY Co., Inc. after this filing?

Reed holds RSUs representing 226,758 and 359,712 underlying common shares. Each RSU represents a contingent right to one share, with both grants vesting in one-third installments over three years from August 2025, as described in the footnotes.

How do Michael Reed’s RSUs in USA TODAY Co., Inc. vest over time?

One RSU grant vests one-third on August 6, 2025, then one-third on each of the second and third anniversaries. The other vests one-third on the first, second, and third anniversaries of the August 5, 2025 grant date, unless otherwise provided in the award notices.

Does the Form 4 show any open-market buying or selling by Michael Reed in USA TODAY Co., Inc.?

The Form 4 does not show open-market purchases or sales. It reports a single F-code transaction where 139,481 shares were withheld to cover tax liabilities on restricted stock vesting, plus updated holdings in restricted stock units.

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Accepted by SEC EDGAR 03/25/2026 - 04:29 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^*

Reed Michael

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		139,481(1)	D	$6.7	3,056,739	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	226,758		226,758	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	359,712		359,712	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. 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.

4. 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.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for Michael Reed	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)