SEC Form 4 · accession 0001376487-26-000008
USA TODAY Co., Inc. · TDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Reed
Officer — Chief Executive Officer · Director
Period of report
Aug 11, 2026
Accepted (ET)
Aug 12, 2026 · 4:38 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001579684
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 3,170,931 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Aug 11, 2026 | A | 383,771 | A | — | — | Common Stock | 383,771 | 383,771 | D |
| Restricted Stock UnitsF1,F3 | — | holding | — | — | — | — | — | Common Stock | 113,379 | 113,379 | D |
| Restricted Stock UnitsF1,F4 | — | holding | — | — | — | — | — | Common Stock | 239,808 | 239,808 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2The 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.
- F3One-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.
- F4One-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.