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USA TODAY Co., Inc. is asking stockholders to vote at its June 1, 2026 virtual annual meeting on eight director nominees, auditor ratification, say-on-pay, and several governance changes. Key proposals would implement majority voting in uncontested director elections and eliminate supermajority voting requirements in the charter and bylaws, each needing approval by 80% of outstanding shares. The Company highlights its 2025 rebranding from Gannett to USA TODAY Co., a digital‑first strategy where digital revenues reached $1.1 billion, or 46% of total 2025 revenue of $2.3 billion, alongside net income of $1.7 million and Total Adjusted EBITDA of $263.0 million.
USA TODAY Co., Inc. director Louis John Jeffry received a grant of 4,255 shares of common stock on March 31, 2026. These shares came from restricted stock units that immediately vested and converted into common stock, granted in lieu of $30,000 in retainer fees.
After the award, Jeffry directly holds 645,554 shares of common stock. He also has additional indirect holdings through various trusts, including 13,471 shares held by a marital trust and other trust accounts holding 9,873 and 3,478 shares.
The Vanguard Group filed Amendment No. 12 to a Schedule 13G/A reporting its position in USA TODAY Co Inc. The filing states 0 shares beneficially owned and 0% of the class following an internal realignment dated January 12, 2026. The amendment explains certain Vanguard subsidiaries will report beneficial ownership separately in reliance on SEC Release No. 34-39538. The filing is signed by Ashley Grim on 03/27/2026.
USA TODAY Co., Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually on June 1, 2026 (record date: April 7, 2026). The Board recommends votes FOR election of eight director nominees, ratification of Grant Thornton LLP as auditor, the advisory "say-on-pay" vote, an amendment to implement majority voting in uncontested director elections, and amendments to eliminate certain supermajority voting provisions in the Charter and Bylaws. The governance amendments require the approval of 80% of outstanding shares. The materials note the Company’s rebranding from Gannett Co., Inc. to USA TODAY Co. and NYSE ticker change to TDAY. Proxy voting instructions, methods to participate in the virtual meeting, and contact details for the proxy solicitor and Investor Relations are provided in the proxy materials.
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.
USA TODAY Co., Inc. CFO Trisha Gosser reported routine equity compensation activity. On March 24, 2026, 7,782 shares of common stock valued at $6.70 per share were withheld to cover tax obligations on the vesting of restricted stock, rather than sold in the open market.
Following this tax-withholding disposition, she directly holds 136,803 shares of common stock. She also holds restricted stock units representing a contingent right to receive 88,729 and 20,786 additional common shares, which vest in thirds on the first, second, and third anniversaries of their respective grant dates.
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.
USA TODAY Co., Inc. filed its Annual Report describing its 2025 operations, strategy, and risks as a diversified media and digital marketing company. The business now spans three segments: USA TODAY Media, U.K.-based Newsquest, and LocaliQ digital marketing solutions.
Digital revenues reached $1.1 billion in 2025, representing 46% of total revenues, driven by advertising, digital marketing services, subscriptions, and AI-related partnerships. USA TODAY Media generated $654.2 million of digital revenue, while Newsquest generated $81.5 million. Print and commercial revenue remains significant but is declining.
The company averaged 186 million unique digital visitors across USA TODAY Media and Newsquest and had about 1.5 million paid digital-only subscriptions and 0.8 million print subscribers as of December 31, 2025. It also reports substantial debt, including $729.5 million under a first-lien term loan and convertible notes maturing in 2027 and 2031, and highlights competitive, macroeconomic, technological, and regulatory risks.
USA TODAY Co. reported mixed fourth-quarter 2025 results, with total revenue of $585.0 million, down 5.8% year over year, but a strong shift toward digital, which generated $277.5 million and 47.4% of revenue. The quarter showed a net loss attributable to the company of $30.1 million, but Total Adjusted EBITDA rose 16.6% to $91.1 million, lifting margin to 15.6%.
For full-year 2025, revenue was $2.30 billion, down 8.3%, yet USA TODAY Co. produced positive net income of $1.7 million for the first time since its 2019 merger and free cash flow of $64.2 million. The company repaid about $136 million of long-term debt, ending 2025 with $90.2 million in cash, total debt of $977.3 million and first lien net leverage of 2.4x. For 2026, management expects same-store revenue to be flat to down slightly, with digital surpassing 50% of revenue and net income, Total Adjusted EBITDA, operating cash flow and free cash flow all growing, including double-digit growth in the two cash flow measures.