Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 5, 2023, the Section 382 Rights Agreement (the "Rights Agreement"), dated as of April 6, 2020, between Gannett Co., Inc. (the "Company") and American Stock Transfer & Trust Company LLC, as Rights Agent expired by its terms and the associated purchase rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company ("Series A Preferred Stock") expired.

In connection with the expiration of the Rights Agreement, 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, as amended (the "Certificate of Incorporation"). Upon effectiveness of the filing of the Certificate of Elimination, the shares that were previously designated as Series A Preferred Stock resumed the status of authorized but unissued shares of preferred stock of the Company, issuable from time to time, in one or more series, pursuant to the Certificate of Incorporation.

The foregoing summary of the Certificate of Elimination does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Elimination filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description


            Certificate of Elimination of the Series A Junior Participating
  3.1       Preferred Stock of Gannett Co., Inc.

104         Cover Page Interactive Data File (the cover page XBRL tags are embedded
            within the Inline XBRL document)


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