USA TODAY Co., Inc. (TDAY) CAO covers RSU taxes with shares

Rhea-AI Filing Summary

USA TODAY Co., Inc. Chief Accounting Officer Cindy Gallagher reported a routine tax-related share withholding. On March 24, 2026, 6,319 shares of common stock were withheld at $6.70 per share to satisfy tax obligations on vesting restricted stock, not an open-market sale.

After this transaction, she directly holds 113,847 common shares. She also has outstanding restricted stock units that can convert into 18,140 and 28,776 shares of common stock, with portions scheduled to vest in one-third installments around August 2025 and on the first, second, and third anniversaries of the August 5, 2025 grant date.

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

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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^*

Gallagher Cindy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO

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		6,319(1)	D	$6.7	113,847	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	18,140		18,140	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	28,776		28,776	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 Cindy Gallagher	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)

FAQ

What insider transaction did Cindy Gallagher report for USA TODAY Co. (TDAY)?

Cindy Gallagher reported shares withheld to pay taxes on restricted stock vesting. On March 24, 2026, 6,319 common shares were withheld at $6.70 each, a non-market tax-withholding disposition rather than an open-market sale or purchase of USA TODAY Co., Inc. stock.

Did the USA TODAY Co. (TDAY) CAO sell shares in the open market in this Form 4?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 6,319 shares were automatically withheld to cover tax obligations on vesting restricted stock, a standard administrative transaction typically tied to equity compensation rather than a discretionary trading decision by the executive.

How many USA TODAY Co. (TDAY) shares does Cindy Gallagher hold after this filing?

Following the tax-withholding event, Cindy Gallagher directly owns 113,847 shares of USA TODAY Co., Inc. common stock. This direct holding figure reflects her position after 6,319 shares were withheld to cover taxes associated with the vesting of restricted stock on March 24, 2026.

What restricted stock units (RSUs) does the USA TODAY Co. (TDAY) CAO still hold?

Cindy Gallagher holds RSUs tied to 18,140 and 28,776 underlying common shares. Each RSU represents a right to receive one common share. These RSUs vest in one-third installments based on award terms referenced around August 6, 2025 and the August 5, 2025 grant date.

What does the F transaction code mean in Cindy Gallagher’s USA TODAY Co. Form 4?

The F transaction code indicates payment of tax liability by delivering securities. In this case, 6,319 USA TODAY Co., Inc. shares were withheld to satisfy tax obligations on vesting restricted stock, so it is classified as a tax-withholding disposition rather than a regular market sale.

How do Cindy Gallagher’s RSU grants for USA TODAY Co. (TDAY) vest over time?

One RSU grant vests one-third on August 6, 2025, with the remaining thirds on the second and third anniversaries of the grant. Another RSU grant vests one-third on each of the first, second, and third anniversaries of the August 5, 2025 grant date, unless award terms provide otherwise.