USA TODAY Co. (TDAY) CEO Michael Reed receives 383,771 RSU award and holds 3.17M shares
Rhea-AI Filing Summary
Reed Michael reported acquisition or exercise transactions in this Form 4 filing.
USA TODAY Co., Inc. Chief Executive Officer Michael Reed reported a grant of 383,771 Restricted Stock Units (RSUs) on August 11, 2026. Each RSU represents a contingent right to receive one share of common stock and was granted under the company’s 2023 Stock Incentive Plan, generally vesting in three equal annual installments.
The filing also lists existing RSU awards tied to 113,379 and 239,808 underlying common shares with scheduled vesting over three years, and shows 3,170,931 shares of common stock held directly after the reported transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Reed Michael
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units F1, F2 | 383,771 | $0.00 | $0.00 |
| holding | Restricted Stock Units F1, F3 | -- | -- | -- |
| holding | Restricted Stock Units F1, F4 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 736,958 shares (Direct);
Common Stock — 3,170,931 shares (Direct)
Footnotes (4)
- F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2. The RSUs were granted under the Issuer's 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest one-third on the first, second, and third anniversary of the date of grant.
- F3. One-third of the original grant of these RSUs vested on August 6, 2025 and one-third vested on August 6, 2026, and except as otherwise provided in the award notice, the remaining one-third will vest on the third anniversary of the date of grant.
- F4. One-third of the original grant of these RSUs vested on August 5, 2026, and except as otherwise provided in the award notice, one-third will vest on each of the second and third anniversary of the date of grant.
Key Figures
New RSU grant: 383,771 RSUs
Underlying shares for new RSUs: 383,771 shares
Existing RSU underlying shares grant 1: 113,379 shares
+2 more
5 metrics
New RSU grant
383,771 RSUs
Restricted Stock Units granted on August 11, 2026 under 2023 Stock Incentive Plan
Underlying shares for new RSUs
383,771 shares
Each RSU represents a contingent right to receive one share of common stock
Existing RSU underlying shares grant 1
113,379 shares
Remaining underlying shares tied to an earlier RSU grant with vesting through third anniversary
Existing RSU underlying shares grant 2
239,808 shares
Underlying shares for another RSU grant vesting on the first, second, and third anniversaries
Common stock held after transactions
3,170,931 shares
Directly owned USA TODAY Co. common stock following the reported transactions
Key Terms
Restricted Stock Units, contingent right, 2023 Stock Incentive Plan, Rule 16b-3, +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
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.
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
2023 Stock Incentive Plan financial
"The RSUs were granted under the Issuer's 2023 Stock Incentive Plan in a transaction"
Rule 16b-3 regulatory
"The RSUs were granted under 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.
vest financial
"vest one-third on the first, second, and third anniversary of the date of grant"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
FAQ
What did USA TODAY Co. (TDAY) CEO Michael Reed report in this Form 4?
Michael Reed reported a grant of 383,771 Restricted Stock Units (RSUs) tied to common stock on August 11, 2026, under USA TODAY Co.’s 2023 Stock Incentive Plan, with vesting generally over three years in equal annual installments.
How many USA TODAY Co. (TDAY) RSUs were granted to the CEO on August 11, 2026?
The CEO received 383,771 RSUs on August 11, 2026. Each RSU represents a contingent right to receive one share of USA TODAY Co. common stock, granted under the 2023 Stock Incentive Plan in a transaction exempt under Rule 16b-3.
What is the vesting schedule for Michael Reed’s new RSU grant at USA TODAY Co. (TDAY)?
The new RSUs generally vest one-third on each of the first, second, and third anniversaries of the grant date, subject to the award notice. This means shares are delivered over three years if vesting conditions are met.
What existing RSU awards does the USA TODAY Co. (TDAY) CEO still hold?
The filing lists RSU awards tied to 113,379 and 239,808 underlying common shares. Portions of these grants have already vested on specified August 2025 and August 2026 dates, with remaining tranches scheduled to vest on later anniversaries of the original grant dates.
Were the USA TODAY Co. (TDAY) CEO’s RSU transactions under a Rule 10b5-1 plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not marked as affirmatively used. The grant was made under the 2023 Stock Incentive Plan and designated as exempt under Rule 16b-3, but not reported as a 10b5-1 trading plan transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
