Two Seas Discloses 7.7% Stake in Gannett — 11.23M Shares

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.

Rhea-AI Filing Summary

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.

Positive

• Reported beneficial ownership of 11,230,621 shares (7.7%) of Gannett common stock as of June 30, 2025.
• Declared sole voting and sole dispositive power over the reported shares, clarifying who controls voting and disposition decisions.
• Item 10 certification states holdings were acquired and are held in the ordinary course and not to change or influence control.

Negative

• None.

Insights

Financial Analyst

Two Seas reports a 7.7% stake (11.23M shares) in Gannett; holdings held via a fund with sole voting/dispositive power.

Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi jointly filed this Schedule 13G reporting ownership of 11,230,621 shares, representing 7.7% of the 146,629,832 shares used to calculate the percentage as of June 30, 2025. The filing states the shares are held by the Global Fund and that TSC, as investment adviser, has sole voting and dispositive power. Item 10 certifies the position is held in the ordinary course and not to effect a change in control. For investors, this is a material disclosure of concentrated ownership without an explicit activist intent in the filing.

Corporate Governance Expert

Schedule 13G shows a >5% passive disclosure with sole voting/dispositive authority and signatures by the managing member.

The filing identifies the reporting persons and their organizational forms and provides the principal business address. It records that TSC GP is the general partner of TSC and that Sina Toussi, as Managing Member, executed the filing on August 13, 2025. The statement documents sole voting and sole dispositive power over the reported shares and invokes the ordinary-course certification in Item 10. From a governance perspective, the disclosure clarifies who directs votes and dispositions, which is relevant to board and shareholder engagement protocols, while the form itself does not indicate any change-of-control activity.

FAQ

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

What stake did Two Seas Capital report in Gannett (GCI)?

Two Seas reported beneficial ownership of 11,230,621 shares, equal to 7.7% of Gannett's class, as of June 30, 2025.

Who filed the Schedule 13G for Gannett (GCI)?

The filing was made by Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi on behalf of Two Seas Global (Master) Fund LP.

What voting and dispositive powers are reported?

The reporting persons state they have sole power to vote and sole power to dispose of all 11,230,621 reported shares.

How was the ownership classified in the filing?

The Schedule 13G includes a certification (Item 10) that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

What outstanding share count was used to calculate the 7.7%?

The percentage is calculated using 146,629,832 shares outstanding as disclosed by the issuer for June 30, 2025.

When was the Schedule 13G signed?

The filing is signed by Sina Toussi as Managing Member and dated August 13, 2025.

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

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Accepted by SEC EDGAR 08/13/2025 - 05:46 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Gannett Co., Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36472T109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 36472T109

1

Names of Reporting Persons

Two Seas Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,230,621.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,230,621.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,230,621.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.7 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 36472T109

1

Names of Reporting Persons

Two Seas Capital GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,230,621.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,230,621.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,230,621.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.7 %

12

Type of Reporting Person (See Instructions)

OO, HC

SCHEDULE 13G

CUSIP No. 36472T109

1

Names of Reporting Persons

Sina Toussi

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,230,621.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,230,621.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,230,621.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.7 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Gannett Co., Inc.
(b)	Address of issuer's principal executive offices: 175 Sully's Trail, Suite 203, Pittsford, New York, 14534-4560
Item 2.
(a)	Name of person filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons") (i) Two Seas Capital LP ("TSC"); (ii) Two Seas Capital GP LLC ("TSC GP"); and (iii) Sina Toussi. This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Common Stock, held by or for the account of the Global Fund, including the Global Fund's voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)	Citizenship: (i) Two Seas Capital LP is a Delaware limited partnership; (ii) Two Seas Capital GP LLC is a Delaware limited liability company; and (iii) Sina Toussi is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 36472T109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Amount beneficially owned as of June 30, 2025: TSC - 11,230,621 shares of Common Stock TSC GP - 11,230,621 shares of Common Stock Sina Toussi - 11,230,621 shares of Common Stock
(b)	Percent of class: Percent of class as of June 30, 2025: TSC - 7.7% TSC GP - 7.7% Sina Toussi - 7.7% The shares of Common Stock reported for Item 4 total 11,230,621 shares of Common Stock held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Stock owned by the Global Fund, through his capacity as Managing Member of TSC GP. The percentages reported for Item 4(b) are calculated based on a total of 146,629,832 Shares outstanding on June 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 11,230,621 shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: As of June 30, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: As of June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 11,230,621 shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of June 30, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See disclosure in Item 4, which is incorporated by reference herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2, which is incorporated by reference herein.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Two Seas Capital LP

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
Date:	08/13/2025

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Managing Member
Date:	08/13/2025

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi / Self
Date:	08/13/2025