STOCK TITAN

USA TODAY Co. (TDAY) CFO awarded 87,719 RSUs, holds 163,981 common shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gosser Trisha reported acquisition or exercise transactions in this Form 4 filing.

USA TODAY Co., Inc. Chief Financial Officer Trisha Gosser received a grant of 87,719 Restricted Stock Units on August 11, 2026, each representing one share of common stock. The RSUs were granted under the 2023 Stock Incentive Plan and, except as otherwise provided in the award notice, vest one-third on each of the first, second, and third anniversaries of the grant date.

The filing also lists prior RSU awards covering 10,393 and 59,153 underlying common shares with scheduled vesting through their respective third anniversaries. After these awards, Gosser directly holds 163,981 shares of common stock. No open-market purchases or sales were reported.

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Negative

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Insider Gosser Trisha
Role CFO
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 87,719 $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 — 157,265 shares (Direct); Common Stock — 163,981 shares (Direct)
Footnotes (4)
  1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
  2. 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.
  3. 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.
  4. 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.
New RSU grant 87,719 units Restricted Stock Units granted to CFO on August 11, 2026
Underlying shares for new RSUs 87,719 shares Each RSU represents one share of common stock
Existing RSU award 1 10,393 underlying shares Prior RSU grant with vesting in August 2025, August 2026, and third anniversary
Existing RSU award 2 59,153 underlying shares Prior RSU grant vesting on August 5, 2026 and subsequent anniversaries
Common stock held 163,981 shares Direct common stock holdings following the reported awards
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right"
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
"represents a contingent right to receive one share of the Issuer's"
Stock Incentive Plan financial
"RSUs were granted under the Issuer's 2023 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Rule 16b-3 regulatory
"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 TDAY CFO Trisha Gosser report in the latest Form 4 filing?

CFO Trisha Gosser reported a grant of 87,719 Restricted Stock Units on August 11, 2026. These RSUs were issued under the 2023 Stock Incentive Plan and generally vest in three equal annual installments, contingent on continued service and the plan’s award terms.

How many Restricted Stock Units were granted to the TDAY CFO and how do they vest?

The TDAY CFO received 87,719 RSUs, each convertible into one share of common stock. According to the disclosure, the award generally vests one-third on each of the first, second, and third anniversaries of the August 11, 2026 grant date, subject to the award notice.

What existing RSU awards for TDAY’s CFO are disclosed in this Form 4?

The filing references prior RSU grants covering 10,393 and 59,153 underlying shares of common stock. Footnotes state that portions of these awards vested in August 2025 and August 2026, with remaining tranches scheduled to vest on their respective third anniversaries.

Did the TDAY CFO buy or sell any common stock in the reported transactions?

No open-market purchases or sales of TDAY common stock were reported. The only new transaction was a compensation-related RSU grant; other entries in the Form 4 reflect existing RSU holdings and the total common stock position following these awards.

How many TDAY common shares does the CFO hold after the reported RSU grant?

After the reported equity awards, the CFO is shown as directly holding 163,981 shares of USA TODAY Co., Inc. common stock. This figure reflects the direct ownership line in the filing and does not double-count unvested RSUs, which are reported separately as derivative securities.

Under what plan and rules were the new TDAY RSUs granted to the CFO?

The RSUs were granted under the company’s 2023 Stock Incentive Plan and are described as exempt under Rule 16b-3. This indicates the award is part of a board-approved compensation program designed to compensate executives using equity-linked incentives instead of cash.

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

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SEC Form 4
FORM 4UNITED 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*
Gosser Trisha

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock163,981D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(1)08/11/2026A87,719 (2) (2)Common Stock87,719$087,719D
Restricted Stock Units(1) (3) (3)Common Stock10,39310,393D
Restricted Stock Units(1) (4) (4)Common Stock59,15359,153D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. 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.
3. 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.
4. 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.
Remarks:
/s/ Polly Grunfeld Sack, Attorney-in-Fact for Trisha Gosser08/12/2026
** Signature of Reporting PersonDate
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)