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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):

March 18, 2025

GANNETT 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) 598-0030		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	GCI	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.

Trisha Gosser Appointment

Effective as of March 18, 2025 (the “Effective Date”), Trisha Gosser has been appointed as the Chief Financial Officer of Gannett Co., Inc. (the “Company”). Ms. Gosser, age 46, has worked in finance roles for the Company since January 2007 and has served as Deputy Chief Financial Officer since January 2023, having previously served as the Senior Vice President - Finance and Investor Relations from April 2021 until January 2023. Prior to joining the Company, Ms. Gosser served in finance roles at Mitsubishi Electric Automation, Inc. and Brunswick Corporation (NYSE: BC).

In connection with her appointment, the Company entered into an offer letter (the “Offer Letter”) that sets forth the terms and conditions of Ms. Gosser’s employment as Chief Financial Officer. Under the Offer Letter, Ms. Gosser’s annual base salary will be $630,000 and her target performance-based cash incentive award will be 100% of her base salary. Payment of Ms. Gosser’s performance-based cash incentive award will be based on the successful achievement of pre-established corporate and individual performance goals. Ms. Gosser is also eligible for a target long-term equity incentive award opportunity equal to $740,000. Ms. Gosser is subject to the Company’s stock ownership objectives for executive officers and is eligible to participate in and/or receive benefits under the Company’s standard benefit programs.

The Offer Letter provides that Ms. Gosser will be designated as a “Participant” in the Company’s 2015 Change in Control Severance Plan (the “Change in Control Plan”). Pursuant to the Change of Control Plan, if, in connection with a “change of control,” Ms. Gosser’s employment is terminated by the Company other than for “cause” or is terminated by Ms. Gosser for “good reason” (as such terms are defined in the Change in Control Plan), then she would be entitled to receive:

•

a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus Ms. Gosser earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date;

•

an amount equal to 1x the sum of: (i) Ms. Gosser’s annual base salary at the highest rate of salary during the 12-month period immediately prior to the termination date or, if higher, during the 12-month period immediately prior to the Change in Control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) plan contributions and similar items); and (ii) the higher of (A) the average annual bonus Ms. Gosser earned with respect to the three fiscal years immediately prior to the fiscal year in which the Change in Control occurs and (B) the average annual bonus she earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs; and

•

an amount equal to the monthly COBRA cost of the Ms. Gosser's medical and dental coverage in effect as of the date of termination multiplied by the lesser of (A) 18 or (B) 24 minus the number of full months between the date of the Change in Control and the date of termination.

The Offer Letter also provides that Ms. Gosser will be designated as a “Participant” in the Company’s Amended and Restated Key Employee Severance Plan (the “Severance Plan”). Pursuant to the Severance Plan, if Ms. Gosser’s employment is terminated by the Company other than for “cause” (as such term is defined in the Severance Plan), then Ms. Gosser would be entitled to receive (a) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date based on actual performance (unless the termination is also a qualifying termination under the Change in Control Plan); and (b) an amount equal to 1x Ms. Gosser’s annual base salary immediately preceding termination.

There is no arrangement or understanding between Ms. Gosser and any other person pursuant to which she was selected to serve as an officer of the Company, and there are no family relationships between Ms. Gosser and any director or executive officer of the Company. Neither Ms. Gosser nor any of her immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

The foregoing description of the terms of the Offer Letter is a summary of certain of its terms only and is qualified in its entirety by the full text of the offer letter filed as Exhibit 10.1 hereto and incorporated herein by reference.

Douglas Horne Separation

Douglas E. Horne, the Company’s Chief Financial Officer, will no longer be Chief Financial Officer as of the Effective Date, and the Company and Mr. Horne have reached an agreement in principle with respect to the terms of his separation from the Company, which is expected to occur on April 1, 2025. The Company expects that such agreement in principle will be documented by a letter agreement (the “Proposed Letter Agreement”), which the Company expects would be executed following Mr. Horne’s separation from the Company. The Proposed Letter Agreement would provide that Mr. Horne would receive, among other benefits, (a) a severance payment of $1,438,700 (his base salary, plus 2024 bonus); (b) 202,449 shares of the Company’s common stock that were scheduled to vest on March 24, 2025; (c) vested cash performance units in an amount equal to $482,967; and (d) a transition bonus equal to the cash value of 97,859 shares of the Company’s common stock (as of March 31, 2025), which would have vested on June 15, 2025 and August 6, 2025. Under the Proposed Letter Agreement, Mr. Horne would also agree to a customary waiver and general release of claims against the Company and to other customary covenants.

Although the Company believes that the Proposed Letter Agreement reflects the terms of its agreement in principle with Mr. Horne, it is possible that Proposed Letter Agreement’s terms will change before it is executed or that it will not be executed at all.

Item 7.01

Regulation FD Disclosure.

On March 18, 2025, the Company issued a press release announcing Ms. Gosser’s appointment. 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.gannett.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

10.1	Offer Letter, effective March 18, 2025, between the Company and Trisha Gosser

99.1	Gannett Co., Inc. Press Release dated March 18, 2025

104	Cover Page Interactive Data File (the cover page XBRL tags are 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.

		Gannett Co., Inc.

Date: March 18, 2025	By:	/s/ Michael E. Reed
		Michael E. Reed
		President and Chief Executive Officer
		(principal executive officer)

EX-10.1 2 ef20045543_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Executive Compensation Letter

March 15, 2025

VIA: Email

Trisha Gosser

Re: Compensation Terms for 2025

Dear Trisha:

Thank you for the significant contributions you’ve made to Gannett and your enthusiasm in accepting the role of Chief Financial Officer. I look forward to your continued success in 2025 and beyond.

Your compensation will reflect the table below. Your total target compensation opportunity will be $2,000,000.

Effective March 18, 2025, your compensation will be as follows:

Annual Base Salary Rate1	Annual Bonus	LTI $	Total Target Compensation
$630,000	100% target of base Participant in ABP Plan	$740,000	$2,000,000

The payments referenced above are subject to your continued status as a full-time employee in good standing, your continued high level of performance and the absence of extraordinary or unexpected business, market, or economic conditions.

This letter does not constitute a guarantee of any length or duration of employment or of any position, nor does it affect the at-will nature of your employment. The information set forth herein is qualified in its entirety by the provisions of any plan or program being referenced and in the event of a conflict between this letter and such plan or program, the terms of the plan or program shall control.

Thank you for your continued efforts on behalf of the team and the company.

Sincerely,

/s/ Michael E. Reed

Michael E. Reed

1 Annual Base Salary Rate subject to reductions / adjustments for extraordinary or unexpected business, market, or economic conditions.

EX-99.1 3 ef20045543_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

TRISHA GOSSER APPOINTED GANNETT CHIEF FINANCIAL OFFICER

Gosser brings over 20 years of experience leading financial services practices

NEW YORK, NY—March 18, 2025 - Gannett Co., Inc. (NYSE: GCI) announced today that Trisha Gosser will assume the role of Chief Financial Officer effective immediately. In her role, Gosser will lead the company’s finance functions including investor relations, financial planning and analysis as well as audit and compliance reporting to Gannett Chief Executive Officer Michael Reed.

“I am energized to step into the Chief Financial Officer role and to partner with senior leaders across Gannett to drive growth, innovation, and sustainability of Gannett’s expansive portfolio of brands, products, and services,” said Trisha Gosser. “My passion for the industry fuels my commitment to advancing Gannett’s mission of empowering and enriching communities.”

Gosser has over 20 years of financial experience, including more than 15 years in the media industry. Since joining Gannett in 2007, Gosser has led teams across accounting, financial planning, data, and investor relations, driving strategic initiatives that build on the foundation of the company’s financial and operational success. She most recently served as the Deputy Chief Financial Officer, overseeing financial and strategic planning, data and analytics, and investor relations. Previously, she held the role of Senior Vice President of Finance and Investor Relations, playing a key role in the merger of Gannett Co., Inc. and New Media Investment Group, Inc. Prior to Gannett, she held finance roles at Brunswick Corporation and Mitsubishi Electric, managing operations across accounting and tax.

“I’ve worked with Trisha for 5 years and I know she has the proven experience to thrive in this role. I’m thrilled to elevate her to CFO and have the utmost confidence in her leadership ability,” said Michael Reed, Gannett Chairman and Chief Executive Officer. “Gannett is fortunate to have a leader with her deep institutional knowledge and operational experience to enable the finance organization to deliver excellence and value to our stakeholders. Trisha’s understanding of the company and our strategic long-term plans along with her relationships with investors will certainly position Gannett for success as we continue our transformation.”

Gosser currently serves on the Board of Directors for the News Media Alliance.

ABOUT GANNETT

Gannett Co., Inc. (NYSE: GCI) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations, including 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 high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses with innovative digital marketing products and solutions.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this press release, including statements relating to the anticipated outcomes of the new appointment, and our beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance, or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. For a discussion of some of the risks and important factors that could cause actual results to differ materially from our expectations, see the risks and other factors detailed in “Item 1A. Risk Factors” in Gannett’s 2024 Annual Report on Form 10-K and Gannett’s Quarterly Reports on Form 10-Q and Gannett’s other filings with the SEC, in each case as such factors may be updated from time to time. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us 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, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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MEDIA CONTACTS

Gannett Corporate Communications	Gannett Investor Relations
Lark-Marie Anton	Matt Esposito
Chief Communications Officer	Head of Investor Relations
646-906-4087	703-854-3000
lark@gannett.com	investors@gannett.com