Welcome to our dedicated page for Gannett Co SEC filings (Ticker: GCI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
USA TODAY Co., Inc. filings document the public-company record of the former Gannett Co., Inc., including operating results for the USA TODAY and USA TODAY Network publishing business, digital revenue trends, Digital Marketing Solutions activity, debt disclosures, and business outlook updates furnished on Form 8-K.
The filing record also covers the completed corporate name and ticker change, amendments to governing documents, annual meeting proxy materials, board and stockholder matters, executive compensation, equity awards, and governance disclosures tied to the company's media and digital publishing operations.
Gannett Co., Inc. director Amy Reinhard reported receiving 3,631 shares of Gannett common stock as compensation on 09/30/2025. The shares were issued in lieu of a $15,000 retainer and the transaction is described as exempt under Rule 16b-3, meaning it was an approved issuer arrangement for director compensation. The report shows a purchase price of $4.13 per share for this issuance and indicates Ms. Reinhard now beneficially owns 167,361 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Apollo-affiliated funds disclosed ownership stakes in Gannett Co., Inc. Apollo Capital Management and related entities report shared beneficial ownership of 11,653,303 shares, representing 8.0% of Gannett's outstanding common stock. Apollo Credit Strategies Master Fund and related Apollo ST entities report shared ownership of 10,549,932 shares, representing 7.2% of the class. Smaller Apollo vehicles report additional positions (e.g., Atlas 202,987 shares; Accord+ 70,559 shares; PPF Credit Strategies 818,125 shares). All reporting persons indicate no sole voting or dispositive power and disclaim beneficial ownership beyond record holdings. Percentages are calculated from 146,617,081 shares outstanding as of July 28, 2025, per the issuer's quarterly report.
Two Seas Capital LP and affiliated persons reported beneficial ownership of 11,230,621 shares of Gannett Co., Inc. common stock, equal to 7.7% of the 146,629,832 shares outstanding used for the calculation as of June 30, 2025. The shares are held by Two Seas Global (Master) Fund LP and Two Seas Capital (TSC) serves as the registered investment adviser with sole voting and sole dispositive power over these shares.
The Schedule 13G filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The form is signed by Sina Toussi as Managing Member on August 13, 2025, and provides reporting-classification details for each reporting person.
Gannett Co., Inc. (GCI) – Form 4 insider activity for CEO & Chairman Michael Reed
On 6-Aug-2025 Reed exercised 113,378 restricted stock units (RSUs) into an equal number of common shares (code M). To satisfy associated tax withholdings, 57,880 shares were surrendered at $4.12 per share (code F). Following these actions, his direct common-stock holdings stand at 3,196,220 shares.
Derivative table disclosures show:
- 113,378 RSUs converted (code M) – two remaining tranches vest on the 2nd and 3rd anniversaries of the original 6-Aug-2024 grant.
- New award of 359,712 RSUs on 5-Aug-2025 under the 2023 Stock Incentive Plan (code A). These vest one-third annually over three years.
- Post-transaction derivative balance: 586,470 RSUs (226,758 from prior award plus 359,712 new).
No other transaction types, purchase agreements, or 10b5-1 plan indications were reported. The filing signals continued equity-based compensation and maintains substantial insider ownership, aligning management incentives but adding modest future dilution potential.
Gannett (GCI) Q2-25 10-Q highlights
- Revenue: $584.9 M, -8.6 % YoY; digital -4.7 %, print & commercial -11.6 %.
- Profitability: Pre-tax loss narrowed to $9.1 M (vs. $13.1 M). A $87.5 M tax benefit swung net to $78.4 M profit (EPS $0.42 diluted) vs. $13.7 M in Q2-24.
- Cost actions: Operating costs -8.2 %, SG&A -8 %, integration/reorg outlays $12.3 M→$ 19.8 M prior year. Severance expense $8.2 M.
- Cash & debt: End-quarter cash $88.5 M (-$17.8 M YTD). Term-loan amortization and note repurchases cut total debt to $989 M from $1.08 B 12/24; quarterly interest $24.4 M (-7 %). First-lien leverage covenants met.
- Cash flow: Operating cash $55.9 M (-3 % YoY); cap-ex $28.6 M; asset sales supplied $50.2 M, enabling $97.9 M of debt pay-downs.
- Segment trends: Domestic Gannett Media still 75 % of revenue; digital advertising grew 4 % to $87.9 M, but digital-only subs -7.8 %. DMS revenue -5 % to $117.5 M.
- Balance sheet: Equity up to $237 M from $153 M on profit and OCI gain; accumulated deficit <$1.0 B.
Key take-aways: Profitability improvement is tax-driven; core operations remain challenged by top-line declines despite cost cuts. Leverage trending lower, but cash burn and revenue contraction keep the turnaround risk elevated.