USA TODAY (TDAY) CAO Cindy Gallagher Receives RSUs; Shares Withheld

What Happened

• Cindy Gallagher, Chief Administrative Officer of USA TODAY Co. (TDAY), had restricted stock units (RSUs) convert to common shares on August 5–6, 2026. A total of 18,662 RSUs converted into 18,662 shares (9,592 on 8/5 and 9,070 on 8/6).
• To satisfy tax withholding on the vesting, 5,619 shares were withheld (2,888 shares on 8/5 at $8.66/share = $25,010; 2,731 shares on 8/6 at $8.00/share = $21,848), totaling about $46,858. The RSU conversions are reported as derivative exercises (code M) and the share withholding for taxes is reported under code F.

Key Details

• Transaction dates: August 5, 2026 and August 6, 2026.
• Shares acquired via RSU conversion: 9,592 (8/5) + 9,070 (8/6) = 18,662 shares.
• Shares withheld for taxes: 2,888 (8/5) + 2,731 (8/6) = 5,619 shares; withholding value ≈ $46,858.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to cover tax withholding.
• Footnotes: F1–F4 indicate these were RSUs (each converts to one share) with staged vesting schedules (one grant had one‑third vest on 8/5/26; another had one‑third vested on 8/6/25 and 8/6/26, with remaining tranches on subsequent anniversaries).
• Shares owned after the transactions are not specified in the provided filing excerpt.

Context

• This was not an open‑market buy or sell — it was routine vesting of RSUs and withholding of shares to cover taxes (a common, nondirectional corporate compensation event). Because the RSUs were converted and shares were withheld to satisfy tax obligations, this does not by itself indicate a personal buy or sell decision about the company’s stock.