USA TODAY Co. director acquires 4,769 shares

The restricted stock units were granted in lieu of $30,000 in retainer fees and immediately converted into common stock on a one-for-one basis.

Rhea-AI Filing Summary

USA TODAY Co., Inc. director John Jeffry Louis acquired 4,769 common shares on September 30, 2026, through restricted stock units that immediately vested and converted one-for-one. The award was granted in lieu of $30,000 in retainer fees. His direct holdings following the transaction were 669,877 shares. The reported indirect holdings included 3,478 shares in the John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill and 9,873 shares in the John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis.

Insider Trade Summary

Grant/Award: 4,769 shares

Grant/Award 3 txns

Insider Louis John Jeffry

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	4,769	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 669,877 shares (Direct); Common Stock — 3,478 shares (Indirect, John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill); Common Stock — 9,873 shares (Indirect, John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis)

Footnotes (1)

1. F1. Reflects restricted stock units which immediately vested and converted into common stock on a one-for-one basis, granted in lieu of retainer fees of $30,000 and issued in a transaction exempt under Rule 16b-3.

Key Figures

Common shares acquired: 4,769 shares Retainer fees: $30,000 Direct common shares following transaction: 669,877 shares +2 more

5 metrics

Common shares acquired 4,769 shares September 30, 2026; restricted stock units immediately vested and converted one-for-one

Retainer fees $30,000 The award was granted in lieu of retainer fees

Direct common shares following transaction 669,877 shares September 30, 2026

Indirect common shares in John J. Louis, Jr. Trust 3,478 shares Trust under the Will of John J. Louis fbo Tracy L. Merrill; September 30, 2026

Indirect common shares in John Jeffry Louis, Jr. Trust 9,873 shares Trust under the Will of John J. Louis fbo John Jeffry Louis; September 30, 2026

Key Terms

restricted stock units, one-for-one basis, Rule 16b-3

3 terms

restricted stock units financial

"Reflects restricted stock units which immediately vested"

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.

one-for-one basis technical

"converted into common stock on a one-for-one basis"

Rule 16b-3 regulatory

"issued 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.

FAQ

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

How many shares did TDAY director John Jeffry Louis acquire?

On September 30, 2026, John Jeffry Louis acquired 4,769 common shares through restricted stock units that immediately vested and converted one-for-one. The award was granted in lieu of $30,000 in retainer fees.

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

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Available on EDGAR 10/01/2026 - 04:27 PM Accepted by SEC EDGAR 10/01/2026 - 04:27 PM 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^*

Louis John Jeffry

(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)
09/30/2026

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	09/30/2026		A(1)		4,769	A	$0(1)	669,877	D
Common Stock								3,478	I	John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill
Common Stock								9,873	I	John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis

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 in lieu of retainer fees of $30,000 and issued in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Polly Grunfeld Sack, Attorney-in-Fact for John Jeffry Louis	10/01/2026
	** 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)