SEC Form 4 · accession 0001981393-26-000006
USA TODAY Co., Inc. · TDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cindy Gallagher
Officer — CAO
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 4:24 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 StockF1 | Aug 5, 2026 | M | 9,592 | — | A | 123,439 | D | |
| Common StockF2 | Aug 5, 2026 | F | 2,888 | $8.66 | D | 120,551 | D | |
| Common StockF1 | Aug 6, 2026 | M | 9,070 | — | A | 129,621 | D | |
| Common StockF2 | Aug 6, 2026 | F | 2,731 | $8.00 | D | 126,890 | 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,F3 | — | Aug 5, 2026 | M | 9,592 | D | — | — | Common Stock | 9,592 | 19,184 | D |
| Restricted Stock UnitsF1,F4 | — | Aug 6, 2026 | M | 9,070 | D | — | — | Common Stock | 9,070 | 9,070 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2Shares withheld to cover tax withholding obligations on the vesting of RSUs.
- F3One-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.
- F4One-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.