USA TODAY director awarded 16,046 shares

USA TODAY Co., Inc. director Kevin M. Sheehan received an equity award that increased his direct stake in the company.

Rhea-AI Filing Summary

USA TODAY Co., Inc. director Kevin M. Sheehan received an equity award that increased his direct stake in the company. He was granted 16,046 shares of common stock through restricted stock units that immediately vested and converted on a one-for-one basis for his board service under the 2023 Stock Incentive Plan.

The award was granted at no purchase price to him and is described as exempt under Rule 16b-3. The applicable closing price of the stock on June 2, 2026 was $7.79 per share, and Sheehan now directly holds 239,392 shares of common stock after this transaction.

Insider Trade Summary

Grant/Award: 16,046 shares

Grant/Award 1 txn

Insider SHEEHAN KEVIN M

Role Director

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

Holdings After Transaction: Common Stock — 239,392 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

Equity award size: 16,046 shares Price per share for grant: $0.00 per share Applicable closing price: $7.79 +1 more

4 metrics

Equity award size 16,046 shares Restricted stock units vested and converted for director services

Price per share for grant $0.00 per share Shares received at no purchase price to the reporting person

Applicable closing price $7.79 Closing price on June 2, 2026 when RSUs vested

Shares held after transaction 239,392 shares Total direct USA TODAY common stock held by Kevin Sheehan

Key Terms

restricted stock units, Rule 16b-3, 2023 Stock Incentive Plan, common stock

4 terms

restricted stock units financial

"Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis"

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.

Rule 16b-3 regulatory

"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"

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.

2023 Stock Incentive Plan financial

"granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan"

common stock financial

"immediately vested and converted into common stock on a one-for-one basis"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What did USA TODAY (GCI) director Kevin Sheehan report in this Form 4?

Kevin M. Sheehan reported receiving 16,046 shares of USA TODAY common stock. These came from restricted stock units that immediately vested and converted on a one-for-one basis for his services as a director under the 2023 Stock Incentive Plan.

How many USA TODAY (GCI) shares did Kevin Sheehan acquire and at what cost?

Kevin Sheehan acquired 16,046 shares of common stock at no purchase price to him. The shares resulted from restricted stock units that vested immediately, reflecting compensation for board service rather than an open-market share purchase.

What is Kevin Sheehan’s total USA TODAY (GCI) shareholding after this transaction?

After this equity award, Kevin Sheehan directly holds 239,392 shares of USA TODAY common stock. This total includes the 16,046 shares received from the immediately vesting restricted stock units reported in this Form 4 filing.

How were the USA TODAY (GCI) restricted stock units structured for Kevin Sheehan?

The restricted stock units granted to Kevin Sheehan immediately vested and converted into common stock on a one-for-one basis. They were issued under USA TODAY’s 2023 Stock Incentive Plan as compensation for his service as a director, not as a cash purchase.

What reference price is disclosed for Kevin Sheehan’s USA TODAY (GCI) award?

The filing notes an applicable closing price of $7.79 per share on June 2, 2026. This price reflects the market value reference for the common stock when the restricted stock units vested and converted into shares for Kevin Sheehan.

Under what rule was Kevin Sheehan’s USA TODAY (GCI) equity grant exempt?

Kevin Sheehan’s equity grant is described as exempt under Rule 16b-3. This SEC rule generally provides exemptions for certain insider transactions in connection with issuer-approved compensation plans, such as USA TODAY’s 2023 Stock Incentive Plan for directors.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:39 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^*

SHEEHAN KEVIN M

(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)	239,392	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 Kevin Sheehan	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)