Form 4: Gannett Director Laurence Tarica Receives Significant Stock Grant for Services

Gannett Co., Inc. Director Laurence Tarica was granted 35,816 shares of common stock on June 3, 2025, as compensation for his services, increasing his total beneficial ownership to 1,125,479 shares.

Summary

• Laurence Tarica, a Director of Gannett Co., Inc. (GCI), acquired 35,816 shares of common stock on June 3, 2025.
• The shares were granted as compensation for his services as a director under the Issuer's 2023 Stock Incentive Plan.
• The transaction is exempt under Rule 16b-3 and the shares were fully vested upon grant.
• The closing price of Gannett's common stock on the grant date, June 3, 2025, was $3.49 per share.
• Following this transaction, Mr. Tarica's beneficial ownership of Gannett common stock increased to 1,125,479 shares.
• A Power of Attorney, signed by Laurence Tarica on April 9, 2025, authorizes specific individuals to prepare and file Section 16 reports on his behalf.

Sentiment

Score: 7

Explanation: The stock grant to a director is a positive event as it aligns the director's interests with those of the shareholders, indicating continued commitment to the company. It is a routine compensation event rather than a significant operational or financial announcement.

Positives

• The grant of common stock to Director Laurence Tarica aligns his financial interests directly with those of the shareholders, promoting long-term value creation.
• The shares were fully vested upon grant, indicating immediate ownership and commitment.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The shares were granted to the reporting person for services as a director pursuant to the Issuer's 2023 Stock Incentive Plan.

Industry Context

The practice of compensating directors with equity, such as stock grants, is a common and widely accepted corporate governance practice across various industries. It is designed to align the interests of the board members with those of the shareholders, encouraging decisions that enhance long-term shareholder value. This filing reflects a routine compensation event for a director in a publicly traded company.

Comparison to Industry Standards

• Director compensation through stock grants is a standard practice in publicly traded companies, including those in the media and publishing sector like Gannett. Companies such as The New York Times Company (NYT) and News Corporation (NWS) also utilize equity-based compensation for their directors.
• The specific value of the grant ($3.49/share * 35,816 shares = $124,950.84) would need to be benchmarked against director compensation packages at comparable companies of similar size and industry to assess its relative competitiveness, which is not detailed in this filing.

Corporate Governance

Related Party Transactions

• The grant of 35,816 shares of common stock to Director Laurence Tarica constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholder value, potentially leading to decisions that benefit long-term stock performance.
• Employees: No direct impact mentioned, but the 2023 Stock Incentive Plan may also apply to other employees, indicating a broader compensation strategy.

Key Dates

Recommendation

Keywords

Gannett, GCI, Form 4, Insider Transaction, Stock Grant, Director Compensation, Equity Compensation, Beneficial Ownership, Laurence Tarica