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USA TODAY Co., Inc. (TDAY) CEO converts RSUs, withholds stock for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

USA TODAY Co., Inc. reported that CEO Michael Reed converted 119,904 restricted stock units into common stock on August 5, 2026 and 113,379 restricted stock units on August 6, 2026, with each unit representing one share. To cover tax withholding on these vestings, 61,211 shares at $8.66 and 57,880 shares at $8.00 were withheld rather than sold in the open market, resulting in no net buy or sell activity.

Positive

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Insider Reed Michael
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F4 113,379 $0.00 $0.00
Exercise Common Stock F1 113,379 -- --
Tax Withholding Common Stock F2 57,880 $8.00 $463K
Exercise Restricted Stock Units F1, F3 119,904 $0.00 $0.00
Exercise Common Stock F1 119,904 -- --
Tax Withholding Common Stock F2 61,211 $8.66 $530K
Holdings After Transaction: Restricted Stock Units — 353,187 shares (Direct); Common Stock — 3,170,931 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. Shares withheld to cover tax withholding obligations on the vesting of RSUs.
  3. F3. 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.
  4. F4. 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.
RSUs converted Aug 5, 2026 119,904 shares Restricted stock units converted into common stock on August 5, 2026
RSUs converted Aug 6, 2026 113,379 shares Restricted stock units converted into common stock on August 6, 2026
Total RSUs converted 233,283 shares Exercise or conversion of derivative securities reported in the transaction summary
Shares withheld for taxes Aug 5, 2026 61,211 shares at $8.66 Common stock withheld to cover tax withholding obligations on RSU vesting
Shares withheld for taxes Aug 6, 2026 57,880 shares at $8.00 Common stock withheld to cover tax withholding obligations on RSU vesting
Total shares withheld for taxes 119,091 shares Aggregate shares delivered or withheld for tax liability across both days
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
"represents a contingent right to receive one share of the Issuer's common stock"
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations on the vesting of RSUs"
vesting financial
"One-third of the original grant of these RSUs vested on August 5, 2026"
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.

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did USA TODAY (TDAY) CEO Michael Reed do with his restricted stock units?
CEO Michael Reed converted 119,904 RSUs on August 5, 2026 and 113,379 RSUs on August 6, 2026 into common stock, with each RSU representing one share of USA TODAY Co., Inc. common stock.

How many USA TODAY (TDAY) shares were withheld to cover Michael Reed's tax obligations?
A total of 119,091 shares were withheld to cover tax obligations: 61,211 shares at $8.66 on August 5, 2026 and 57,880 shares at $8.00 on August 6, 2026, per the filing footnotes.

Were Michael Reed’s USA TODAY (TDAY) transactions open-market buys or sells?
The transactions were reported as RSU vestings and conversions plus shares withheld for tax obligations, not as open-market purchases or sales. The net buy/sell activity in the filing is described as neutral, with no discretionary trading disclosed.

What does each restricted stock unit represent in the USA TODAY (TDAY) CEO’s award?
Each restricted stock unit, or RSU, represents a contingent right to receive one share of USA TODAY Co., Inc. common stock, according to the footnotes. When RSUs vest, an equivalent number of common shares is issued to the holder.

How many RSUs did USA TODAY (TDAY) CEO Michael Reed have vest over the two days reported?
Over the two reported days, 233,283 RSUs vested and were converted into common stock: 119,904 on August 5, 2026 and 113,379 on August 6, 2026, as shown in the Form 4 transaction summary.
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*
Reed Michael
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		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 Stock08/05/2026M119,904A(1)3,176,643D
Common Stock08/05/2026F61,211(2)D$8.663,115,432D
Common Stock08/06/2026M113,379A(1)3,228,811D
Common Stock08/06/2026F57,880(2)D$83,170,931D
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(1)08/05/2026M119,904 (3) (3)Common Stock119,904$0239,808D
Restricted Stock Units(1)08/06/2026M113,379 (4) (4)Common Stock113,379$0113,379D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. Shares withheld to cover tax withholding obligations on the vesting of RSUs.
3. 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.
4. 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.
Remarks:
/s/ Polly Grunfeld Sack, Attorney-in-Fact for Michael Reed08/07/2026
** 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)

Source: View Original Filing on SEC EDGAR