USA TODAY Co., Inc. — fact timeline

USA TODAY Co., Inc. shareholders rejected Amendments to Charter and Bylaws to eliminate supermajority voting requirements applicable to removal and appointment of directors at the 2026-06-01 meeting.

“The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board of Directors is removed.”

USA TODAY Co., Inc. shareholders rejected Amendment to Charter and Bylaws to eliminate supermajority voting requirements applicable to amendment of Bylaws at the 2026-06-01 meeting.

“The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to the amendment of the Bylaws.”

USA TODAY Co., Inc. shareholders rejected Amendment to Charter to eliminate supermajority voting requirement for amendment of certain Charter provisions at the 2026-06-01 meeting.

“The Company's stockholders did not approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter") to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter.”

USA TODAY Co., Inc. shareholders rejected Amendment to Bylaws to implement majority voting in uncontested director elections at the 2026-06-01 meeting.

“The Company's stockholders did not approve an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections.”

USA TODAY Co., Inc. shareholders approved Advisory approval of executive compensation at the 2026-06-01 meeting.

“The Company's stockholders approved, on an advisory basis, the Company's executive compensation.”

USA TODAY Co., Inc. shareholders approved Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-01 meeting.

“The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.”

USA TODAY Co., Inc. shareholders approved Election of eight director nominees to serve until the 2027 annual meeting at the 2026-06-01 meeting.

“The Company's stockholders elected the following eight director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.”

USA TODAY Co., Inc. reported the first quarter ended March 31, 2026 results: revenue $548.5 million, net income $19.9 million. Guidance reaffirmed.

“our strategy, and that is reflected in our first quarter results. We remain very optimistic about the year ahead." First Quarter 2026 Financial Highlights: • Total revenues of $548.5 million decreased 4.0% year-over-year and 1.8% on a same-store basis (1) , representing a 590 basis point improvement compared to the prior year period • Total digital revenues of $261.9”

USA TODAY Co., Inc.: Amended and restated bylaws to reflect the name change, effective immediately after the name change on November 18, 2025 (effective 2025-11-18).

“Additionally, the Board approved the amendment and restatement of the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately after the Name Change on the Effective Date.”

USA TODAY Co., Inc.: Company changed corporate name to USA TODAY Co., Inc. via a certificate of amendment to the Amended and Restated Certificate of Incorporation, effective November 18, 2025 (effective 2025-11-18).

“Effective as of November 18, 2025 (the "Effective Date"), Gannett Co., Inc. (the "Company") changed its corporate name to USA TODAY Co., Inc., pursuant to a certificate of amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") adopted by the Company's Board of Directors (the "Board") and filed with the Delaware Secretary of State on November 14, 2025 (the "Name Change").”

Trisha Gosser was appointed as Chief Financial Officer at USA TODAY Co., Inc..

“Trisha Gosser has been appointed as the Chief Financial Officer of Gannett Co., Inc. (the “Company”).”

USA TODAY Co., Inc. reported the first quarter ended March 31, 2024 results: revenue $635.8 million, net income Net loss attributable to Gannett of $84.8 million.

“4.2% year-over year ◦ Record high core platform average revenue per user (1) of $2,697 , up 6.4% year-over-year Additional First Quarter 2024 Highlights: • Total revenues of $635.8 million decreased 5.0% compared to the first quarter of 2023, reflecting improvement on revenue declines of 8.4% in the fourth quarter of 2023 compared to the prior year fourth quarter ◦”

USA TODAY Co., Inc. reported the fourth quarter ended December 31, 2023 results: revenue $669.4 million, net income Net loss attributable to Gannett of $22.9 million.

“(8) of 30% • Free cash flow (6) is expected to grow at an accelerated rate with an estimated CAGR (6)(8) of 40% Additional Fourth Quarter 2023 Highlights: • Total revenues of $669.4 million decreased 8.4% compared to the fourth quarter of 2022 ◦ Same store revenues (6) decreased 8.0% compared to the fourth quarter of 2022, reflecting a sequential improvement of 40”

USA TODAY Co., Inc. reported the third quarter ended September 30, 2023 results: revenue $652.9 million, net income Net loss attributable to Gannett of $2.6 million.

“areas in 2024 and beyond, and remain optimistic about creating sustainable growth and significant value for our shareholders." Third Quarter 2023 Highlights: • Total revenues of $652.9 million decreased 9.1% compared to the third quarter of 2022 ◦ Same store revenues (1) decreased 8.4% compared to the third quarter of 2022, as compared to a decrease of 8.6% in the”

Douglas E. Horne changed role as Chief Accounting Officer and Principal Accounting Officer at USA TODAY Co., Inc..

“In connection with Ms. Gallagher’s appointment, as of the Effective Date, Douglas E. Horne will continue in his role as Chief Financial Officer and Principal Financial Officer, and will no longer serve as the Company’s CAO and PAO.”

Cindy Gallagher was appointed as Chief Accounting Officer and Principal Accounting Officer at USA TODAY Co., Inc..

“On August 9, 2023, Gannett Co., Inc. (the “Company”) appointed Cindy Gallagher, age 44, as Controller and Chief Accounting Officer (“CAO”) and as its Principal Accounting Officer (“PAO”), effective August 11, 2023”

USA TODAY Co., Inc. reported the second quarter ended June 30, 2023 results: revenue $672.4 million, net income Net loss attributable to Gannett of $12.7 million. Guidance raised.

“Net Loss Attributable to Gannett of $12.7 million • Adjusted EBITDA (1) of $71.2 million, up 40% Year-over-Year • Cash Provided by Operating Activities of $46.1 million, up 250% Year-over-Year, Free Cash Flow (1) of $38.4 million, up 189% Year-over-Year Total Digital Revenues returned to growth in Q2; expect further improvement to digital growth trend in Q3 Improving Digital-only subscription monetization; Digital-only ARPU (2) up 6% Year-over-Year to $6.35 DMS achieved record high core platform revenues (3) and ARPU (2) ; sequential improvement to customer count (2) MCLEAN, VA — August 3, 2023 — Gannett Co., Inc.”

USA TODAY Co., Inc. shareholders rejected Amendment to the Charter and Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors at the 2023-06-05 meeting.

“The Company’s stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors is removed.”

USA TODAY Co., Inc. shareholders rejected Amendment to the Charter and Bylaws to eliminate the supermajority voting requirements to amend the Bylaws at the 2023-06-05 meeting.

“The Company’s stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements to amend the Bylaws.”

USA TODAY Co., Inc. shareholders rejected Amendment to the Charter to eliminate the supermajority voting requirement to amend certain provisions of the Charter at the 2023-06-05 meeting.

“The Company’s stockholders did not approve amendments to the Charter to eliminate the supermajority voting requirement to amend certain provisions of the Charter.”

USA TODAY Co., Inc. shareholders rejected Amendment to the Bylaws to implement majority voting in uncontested director elections at the 2023-06-05 meeting.

“The Company’s stockholders did not approve an amendment to the Amended and Restated Bylaws (the “Bylaws”) to implement majority voting in uncontested director elections.”

USA TODAY Co., Inc. shareholders approved Amendment to the Charter to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-05 meeting.

“The Company’s stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to reflect new Delaware law provisions regarding officer exculpation, subject to the Board of Director’s discretion not to implement such amendment.”

USA TODAY Co., Inc. shareholders approved Approval of the 2023 Stock Incentive Plan at the 2023-06-05 meeting.

“The Company’s stockholders approved the 2023 Stock Incentive Plan.”

USA TODAY Co., Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-05 meeting.

“The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation.”

USA TODAY Co., Inc. shareholders approved Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm at the 2023-06-05 meeting.

“The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.”

USA TODAY Co., Inc. shareholders approved Election of nine director nominees at the 2023-06-05 meeting.

“The Company’s stockholders elected the following nine director nominees to serve until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified.”

USA TODAY Co., Inc.: Eliminated Series A Junior Participating Preferred Stock from the Amended and Restated Certificate of Incorporation via Certificate of Elimination (effective 2023-05-05).

“the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware on May 5, 2023, which, effective upon filing, eliminated the Series A Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation”

USA TODAY Co., Inc. reported first quarter ended March 31, 2023 results: revenue $668.9 million, net income $10.3 million. Guidance raised.

“our commitment to providing communities with trusted, impactful content and best-in-class marketing solutions." First Quarter 2023 Financial Highlights: • Total revenues of $668.9 million decreased 10.6% compared to the first quarter of 2022 ◦ Same store revenues (1) decreased 9.3% compared to the first quarter of 2022 • Total digital revenues were $247.5 million”

USA TODAY Co., Inc. engaged Grant Thornton LLP as its auditor.

“(b) Appointment of Grant Thornton LLP On March 9, 2023, the Audit Committee of the Board of Directors of the Company approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.”

USA TODAY Co., Inc. dismissed Ernst & Young LLP as its auditor.

“(a) Dismissal of Ernst & Young LLP On March 9, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of Gannett Co., Inc. (the “Company”) dismissed Ernst & Young LLP (“Former Auditor”) as the Company’s independent registered public accounting firm effective March 9, 2023.”

USA TODAY Co., Inc. reported the fourth quarter ended December 31, 2022 results: revenue $730.7 million, net income $32.8 million.

“• Total revenues of $730.7 million decreased 11.6% compared to the fourth quarter of 2021 ◦ Same store revenues (2) decreased 10.3% compared to the fourth quarter of 2021 • Total digital revenues were $269.2 million or 36.8% of total revenues, down 0.4% over the same period in the prior year on a same store (2) basis mainly as a result of declines in digital media year-over-year • Net income attributable to Gannett of $32.8 million, an income margin of 4.5%”

USA TODAY Co., Inc. reported third quarter ended September 30, 2022 results: revenue $717.9 million, net income $54.1 million. Guidance reaffirmed.

“path towards revenue and free cash flow growth as well as increased value for our shareholders over the long-term.” Third Quarter 2022 Financial Highlights: • Total revenues of $717.9 million decreased 10.3% compared to the third quarter of 2021 ◦ Same store revenues (2) decreased 9.0% compared to the third quarter of 2021 • Total digital revenues were $256.4 million”

Vinayak R. Hegde departed as Director at USA TODAY Co., Inc..

“On December 20, 2021, Vinayak R. Hegde informed Gannett Co., Inc. (the “Company”) that due to demands on his time, he will not stand for re-election as a director at the Company’s 2022 annual meeting of stockholders.”