Form 8-K

8-K — USA TODAY Co., Inc.

Accession: 0001579684-26-000050

Filed: 2026-09-15

Period: 2026-09-15

CIK: 0001579684

SIC: 2711 (NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tday-20260915.htm (Primary)

EX-99.1 (a9152026tdaypressreleaseex.htm)

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8-K (Primary)

Filename: tday-20260915.htm · Sequence: 1

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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

Date of Report (Date of earliest event reported):

September 15, 2026

USA TODAY CO., INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36097 38-3910250

(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)

175 Sully's Trail, Suite 203,

Pittsford, New York 14534-4560

(Address of principal executive offices) (Zip Code)

(585)

598-0050 Not Applicable

(Registrant's telephone number, including area code) (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share TDAY New York Stock Exchange

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

Press Release dated September 15, 2026

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)

EX-99.1

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Document

Exhibit 99.1

USA TODAY CO. ANNOUNCES APPOINTMENT OF INDEPENDENT DIRECTOR TO BOARD OF DIRECTORS

Babbel Chief Executive Officer Tim Allen Appointed to the Board

NEW YORK, NY – September 15, 2026 – USA TODAY Co., Inc. ("USA TODAY Co.", "we", "us", "our", or the "Company") (NYSE: TDAY) today announced that its Board of Directors has appointed Tim Allen, Chief Executive Officer of Babbel, to the Company’s Board of Directors.

“We are pleased to announce Tim’s appointment and excited to welcome him to the Board. Tim brings an exceptional combination of leadership, digital innovation expertise, and consumer-focused growth experience,” said Michael Reed, Chairman and Chief Executive Officer of USA TODAY Co. “Tim’s deep understanding of subscription and direct-to-consumer business models, and track record leveraging technology and AI to drive growth and deepen customer engagement will be invaluable as we continue expanding our digital opportunities. I look forward to his valuable perspective as a member of the USA TODAY Co. Board.”

Allen is the Chief Executive Officer of Babbel, a global digital language-learning company, where he leads the company’s global strategy, operations, and next phase of growth, including the thoughtful integration of AI to enhance customer experiences. For more than two decades across technology, digital media, subscription businesses, and consumer platforms, Allen has built a reputation for driving growth, fostering innovation, and creating customer-centric products and experiences at scale. Prior to joining Babbel, Allen served as Chief Executive Officer of Care.com and Ask.com, held the position of Vice President of Program Management and Operations at Ask.com, and served as General Manager of Product Management at Vimeo, where he helped scale global consumer technology platforms and drive product innovation.

“I am honored to join the USA TODAY Co. Board at this important moment in the Company’s evolution,” said Allen. “With its portfolio of trusted local brands, national reach and longstanding commitment to innovation, I believe USA TODAY Co. is uniquely positioned for long-term success. I look forward to partnering with the Board and leadership team to help advance the Company’s growth strategy, strengthen its service to communities and create value for shareholders.”

For more information about USA TODAY Co., visit: www.usatodayco.com.

ABOUT USA TODAY CO., INC.

USA TODAY Co., Inc. is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom, we provide essential journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses with innovative digital marketing products and solutions.

Cautionary Note Regarding Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements relating to our digital opportunities, growth strategies, value for our shareholders, as well as our beliefs, intentions, estimates or strategies regarding the future. Words such as “believe,” “may,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future,” “create,” “strategy,” or other similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company's most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Except to the extent required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

###

MEDIA CONTACT

Lark-Marie Antón

Chief Communications Officer

(646) 906-4087

lark@usatodayco.com

INVESTOR RELATIONS

Matt Esposito

Investor Relations

(703) 854-6708

investors@usatodayco.com

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