STOCK TITAN

USA TODAY Co. (TDAY) grants CAO Cindy Gallagher 51,169 restricted stock units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gallagher Cindy reported acquisition or exercise transactions in this Form 4 filing.

USA TODAY Co., Inc. reported that Chief Accounting Officer Cindy Gallagher received a grant of 51,169 Restricted Stock Units (RSUs) on August 11, 2026. Each RSU represents a contingent right to receive one share of common stock and, under the 2023 Stock Incentive Plan, this award generally vests one‑third on each of the first, second, and third anniversaries of the grant date. Gallagher also has prior RSU awards covering 9,070 and 19,184 underlying shares with tranches that vested in August 2025 and August 2026, and she holds 126,890 shares of common stock directly.

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Insider Gallagher Cindy
Role CAO
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 51,169 $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 — 79,423 shares (Direct); Common Stock — 126,890 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 each of August 6, 2025 and August 6, 2026, and except as otherwise provided in the award notice, 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 51,169 Restricted Stock Units Grant to CAO Cindy Gallagher on August 11, 2026
Underlying shares for new RSUs 51,169 shares of Common Stock Each RSU represents one share of common stock
Existing RSU position 1 9,070 underlying shares Prior RSU award with tranches vesting August 2025 and August 2026
Existing RSU position 2 19,184 underlying shares Prior RSU award with tranches vesting beginning August 5, 2026
Common stock holdings 126,890 shares Directly held common stock reported by Cindy Gallagher
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.
2023 Stock Incentive Plan financial
"The RSUs were granted under the Issuer's 2023 Stock Incentive Plan in a transaction"
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.
vesting financial
"vest one-third on the first, second, and third anniversary of the date of grant"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What did USA TODAY Co. (TDAY) disclose about Cindy Gallagher’s recent equity award?

USA TODAY Co. disclosed that CAO Cindy Gallagher received a grant of 51,169 Restricted Stock Units on August 11, 2026. The RSUs were issued under the company’s 2023 Stock Incentive Plan and represent contingent rights to receive common shares.

How do the new RSUs for USA TODAY Co. (TDAY) CAO Cindy Gallagher vest?

The new 51,169 RSUs granted to Cindy Gallagher generally vest one-third on each of the first, second, and third anniversaries of the grant date, subject to the terms of the award notice under the 2023 Stock Incentive Plan.

What existing RSU holdings does Cindy Gallagher report at USA TODAY Co. (TDAY)?

Cindy Gallagher reports prior RSU awards covering 9,070 and 19,184 underlying shares of common stock. Footnotes state that one-third tranches of these grants vested on specific dates in August 2025 and August 2026, with remaining portions vesting on later anniversaries.

How many USA TODAY Co. (TDAY) common shares does Cindy Gallagher hold directly?

Cindy Gallagher reports direct ownership of 126,890 shares of USA TODAY Co. common stock as of the reported date. This figure reflects her direct holdings separate from her unvested and outstanding Restricted Stock Units linked to common shares.

Under what plan were Cindy Gallagher’s new RSUs at USA TODAY Co. (TDAY) granted?

The 51,169 RSUs awarded to Cindy Gallagher were granted under USA TODAY Co.’s 2023 Stock Incentive Plan. The company notes the grant occurred in a transaction described as exempt under Rule 16b-3 governing certain insider equity awards.

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

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Learn about SEC filing dates
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*
Gallagher Cindy

(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)
CAO
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 Stock126,890D
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)08/11/2026A51,169 (2) (2)Common Stock51,169$051,169D
Restricted Stock Units(1) (3) (3)Common Stock9,0709,070D
Restricted Stock Units(1) (4) (4)Common Stock19,18419,184D
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 each of August 6, 2025 and August 6, 2026, and except as otherwise provided in the award notice, 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 Cindy Gallagher08/12/2026
** 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)