USA TODAY Co. (GCI) director reports 5,825-share stock retainer grant

Rhea-AI Filing Summary

USA TODAY Co., Inc. director John Jeffry Louis reported receiving 5,825 shares of common stock on 12/31/2025 at a price of $5.15 per share. The filing states this grant reflects shares issued in lieu of $30,000 in director retainer fees in a transaction exempt under Rule 16b-3. Following this grant, he beneficially owns 641,299 shares directly, with additional indirect holdings through several family trusts.

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

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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^*

Louis John Jeffry

(Last) (First) (Middle)

C/O USA TODAY CO., INC.

175 SULLY'S TRAIL, SUITE 203

(Street)

PITTSFORD NY 14534

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/31/2025		A		5,825(1)	A	$5.15	641,299	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 shares of common stock granted in lieu of retainer fees of $30,000 issued in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for John Jeffry Louis	01/02/2026
	** 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.
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FAQ

What insider transaction was reported in this USA TODAY Co. (GCI) Form 4?

The Form 4 reports that director John Jeffry Louis received 5,825 shares of USA TODAY Co., Inc. common stock on 12/31/2025, shown as an acquisition of shares.

What was the value and purpose of the shares granted to the USA TODAY Co. director?

The 5,825 shares were granted in lieu of $30,000 in director retainer fees, at a reported price of $5.15 per share, in a transaction described as exempt under Rule 16b-3.

How many USA TODAY Co. shares does John Jeffry Louis own after this transaction?

After the reported grant, John Jeffry Louis beneficially owns 641,299 USA TODAY Co., Inc. common shares directly, plus additional indirect holdings through several named trusts.

What is the reporting person’s relationship to USA TODAY Co. (GCI)?

The reporting person, John Jeffry Louis, is identified as a Director of USA TODAY Co., Inc. on the Form 4.

Are there any derivative securities reported for the USA TODAY Co. insider?

Table II, which covers derivative securities such as options or warrants, does not list any derivative securities for John Jeffry Louis in this filing.

How are some of John Jeffry Louis’s USA TODAY Co. shares held?

In addition to directly held shares, certain holdings are reported as indirectly owned through entities such as the Marital Trust U/A John J. Louis, Jr. Trust and other family trusts.