Form 8-K USA TODAY Co., Inc. For: Sep 15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2026 , the Board of Directors (the "Board") of USA TODAY Co., Inc. (the "Company") increased the size of the Board from eight to nine directors and appointed Timothy Allen as a member of the Board, effective as of such date. Mr. Allen also was appointed to the Audit Committee and Transformation Committee of the Board. Mr. Allen will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company's 2027 annual meeting of stockholders, or until his successor is elected and qualified.
The appointment of Mr. Allen was not made pursuant to any arrangement or understanding between him and any other person and he has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Allen will receive the standard annual Board compensation for non-employee directors (pro-rated based on the effective date of his appointment) as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026. It is also anticipated that Mr. Allen will enter into an indemnification agreement in substantially the same form as the Company enters into with its directors, which was filed as Exhibit 10.2 to the Company's Form 10-Q filed with the Securities and Exchange Commission on May 2, 2024.
Item 7.01 Regulation FD Disclosure.
On September 15, 2026 , the Company issued a press release announcing Mr. Allen's appointment as a director of the Company. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Use of Website to Distribute Material Company Information
The Company's website is www.usatodayco.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USA TODAY Co., Inc. | ||||||||
Date: September 15, 2026 | By: | /s/ Trisha M. Gosser | ||||||
| Trisha M. Gosser | ||||||||
| Chief Financial Officer (principal financial officer) | ||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT