USA TODAY director receives 16,046-share stock grant

Al-Emam Maha reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Al-Emam Maha reported acquisition or exercise transactions in this Form 4 filing.

USA TODAY Co., Inc. director Maha Al-Emam received a stock-based compensation award rather than buying shares on the market. The filing shows a grant of 16,046 shares of common stock through restricted stock units that immediately vested on a one-for-one basis.

The award was made under the company’s 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3. After this grant, Al-Emam directly holds 82,726 shares of common stock. The grant used a reference closing price of $7.79 on June 2, 2026.

Insider Trade Summary

Grant/Award: 16,046 shares

Grant/Award 1 txn

Insider Al-Emam Maha

Role Director

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

Holdings After Transaction: Common Stock — 82,726 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 16,046 shares Post-transaction holdings: 82,726 shares Reference closing price: $7.79 +1 more

4 metrics

RSU grant size 16,046 shares Restricted stock units vested into common stock for director services

Post-transaction holdings 82,726 shares Common stock directly owned by Maha Al-Emam after the grant

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

Cash paid per share $0.00 RSUs converted into common stock at no cash cost to the director

Key Terms

restricted stock units, Rule 16b-3, 2023 Stock Incentive Plan

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.

Rule 16b-3 regulatory

"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"

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.

2023 Stock Incentive Plan financial

"granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan"

FAQ

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

What did director Maha Al-Emam report in this Form 4 for GCI?

Director Maha Al-Emam reported receiving 16,046 shares of USA TODAY Co., Inc. common stock through restricted stock units. These units immediately vested and converted into shares as compensation for board service under the company’s 2023 Stock Incentive Plan.

Was Maha Al-Emam’s GCI transaction an open-market buy or just a grant?

The transaction was a grant of stock-based compensation, not an open-market purchase. Restricted stock units vested and converted into 16,046 common shares at no cash cost, reflecting a compensation award under the 2023 Stock Incentive Plan, exempt under Rule 16b-3.

How many GCI shares does Maha Al-Emam own after this Form 4 transaction?

After the award, Maha Al-Emam directly holds 82,726 shares of USA TODAY Co., Inc. common stock. This total includes the 16,046 shares received when restricted stock units vested and converted into common stock on a one-for-one basis.

What price is associated with Maha Al-Emam’s restricted stock unit grant at GCI?

The grant references a closing price of $7.79 on June 2, 2026. Although the restricted stock units converted into shares at no cash cost to Maha Al-Emam, this closing price provides the market value reference for the vested stock-based compensation.

Under which plan was Maha Al-Emam’s GCI stock grant made?

The restricted stock unit grant was made under USA TODAY Co., Inc.’s 2023 Stock Incentive Plan. These units immediately vested and converted into common stock as compensation for services as a director, in a transaction exempt under Rule 16b-3.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:36 PM EDT Learn about SEC filing dates

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^*

Al-Emam Maha

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/02/2026		A		16,046(1)	A	$0(1)	82,726	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

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 Maha Al-Emam	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)