USA TODAY Co. (GCI) director Janulis receives 16,046-share stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

USA TODAY Co., Inc. director Theodore Peter Janulis received a grant of 16,046 shares of Common Stock on June 2, 2026. These shares came from restricted stock units that immediately vested and converted into common stock on a one-for-one basis as compensation for his board service.

The award was granted under the company’s 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3, meaning it was a planned, non-open-market grant rather than a market purchase. Following this grant, Janulis directly holds 284,392 shares of the company’s common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JANULIS THEODORE PETER

Role null

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

Holdings After Transaction: Common Stock — 284,392 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares granted: 16,046 shares Shares owned after grant: 284,392 shares Closing price: $7.79 +1 more

4 metrics

Shares granted 16,046 shares Restricted stock units converted to Common Stock on June 2, 2026

Shares owned after grant 284,392 shares Total direct holdings following the transaction

Closing price $7.79 Applicable closing price on June 2, 2026 for the award

Transactions acquiring shares 1 transaction Single grant/award acquisition reported in this Form 4

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 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.

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

"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.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:55 PM

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^*

JANULIS THEODORE PETER

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/02/2026		A		16,046⁽¹⁾	A	$0⁽¹⁾	284,392	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Theodore P. Janulis	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did director Theodore Peter Janulis acquire in this USA TODAY Co. (GCI) Form 4?

Director Theodore Peter Janulis received 16,046 shares of USA TODAY Co. Common Stock. These shares came from restricted stock units that immediately vested and converted one-for-one into common shares as part of his compensation for serving on the board.

Was the USA TODAY Co. (GCI) Janulis transaction an open-market purchase or a grant?

The transaction was a grant, not an open-market purchase. Restricted stock units were awarded for board service and immediately converted into common stock, with no cash price paid per share in the reported transaction.

How many USA TODAY Co. (GCI) shares does Janulis hold after this Form 4 transaction?

After the reported grant, Theodore Peter Janulis directly holds 284,392 shares of USA TODAY Co. Common Stock. This figure reflects his updated ownership position following the vesting and conversion of 16,046 restricted stock units into common shares.

What was the reference stock price in the USA TODAY Co. (GCI) Janulis grant?

The applicable closing price referenced for the grant was $7.79 on June 2, 2026. This price helps indicate the market value of the restricted stock unit award at the time it vested and converted into common stock for the director.

Under which plan were the USA TODAY Co. (GCI) shares granted to Janulis?

The award was granted under USA TODAY Co.’s 2023 Stock Incentive Plan. This plan provides equity-based compensation such as restricted stock units to directors, and the reported grant vested immediately and converted into common stock on a one-for-one basis.