UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024

For the transition period from                     to                     

Commission file number 001-36097

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (703) 854-6000

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)

has been subject to such filing requirements for the past 90 days.        Yes  ☒    No  ☐                                                                                                       

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files).       Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act:

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.                        ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of

its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ☐    No  ☒

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the

registrant's Common Stock as reported on The New York Stock Exchange on June 30, 2024 was approximately $648.5 million. The registrant

has no non-voting common equity.

As of February 14, 2025, 147,369,070 shares of the registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information in the definitive proxy statement for the registrant's Annual Meeting of Stockholders for 2025, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2024, is incorporated by reference

in Part III to the extent described therein.

INDEX TO GANNETT CO., INC.

2024 FORM 10-K

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including "Item 1 — Business," "Item 1A — Risk Factors" and "Item 7 —

Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current

views regarding, among other things, our future or ongoing growth, results of operations, performance, business prospects and

opportunities, stock repurchases, our expectations, in terms of both amount and timing, with respect to debt repayment and our

capital structure, our foundation, and our environmental, social and governance goals, and are not statements of historical fact.

Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "focus(ed)," "goal," "project," "opportunity," "believe(s),"

"will," "aim," "strive(s)," "commit," "would," "could," "can," "may," "seek(s)," "estimate(s)" and similar expressions are

intended to identify such forward-looking statements.

Forward-looking statements are based on management's current expectations and beliefs and are subject to a number of

known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those

described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results,

liquidity, and financial condition may differ materially from the anticipated results, liquidity, and financial condition indicated

in the forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve risks and

uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from the

expectations or estimates reflected in such forward-looking statements, including, among others, the risks identified by us under

the heading "Risk Factors" in Item 1A of this report, as well as other risks and factors identified from time to time in our other

filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any such forward-

looking statements, which speak only as of the date they are made. New risk factors emerge from time to time, and it is not

possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,

or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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.

PART I

ITEM 1. BUSINESS

Overview

We have prioritized growing digital revenues by expanding our reach and engagement with customers across markets and

diversifying digital revenues through meaningful monetization streams. In 2024, total digital revenues, which includes Digital

advertising revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues,

including digital content syndication, affiliate and content partnerships, and licensing revenues, grew to $1.1 billion, or 44% of

our total revenues. As of December 31, 2024, we had approximately two million paid digital-only subscriptions, which

outnumbered our print subscriptions. Our U.S. media network, which includes USA TODAY and our domestic network of local

properties, averaged approximately 140 million(a) unique visitors monthly during 2024 to our digital platforms. In the U.K.,

Newsquest is a publishing and digital leader with a network of websites that averaged approximately 53 million(b) unique

visitors monthly during 2024. In total, we averaged 193 million(a)(b) unique visitors across both the Domestic Gannett Media and

Newsquest segments during 2024.

We believe that a number of factors and industry trends have, and will continue to, present risks and challenges to our

business. For a detailed discussion of certain factors that could materially affect our business, results of operations and financial

condition, see "Item 1A — Risk Factors."

Strategy

Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, approximately 193

million(a)(b) unique monthly visitors during 2024, capitalizing on every interaction. Each interaction is an opportunity to present

a digital advertising offering, a digital-only subscription, an e-commerce opportunity, or to reach consumers more broadly who

access our content via our paid syndication partners. By optimizing our interactions with readers, we aim to fully leverage our

digital portfolio of products and maximize the overall revenue opportunity while providing each consumer with a meaningful

experience.

health.

Domestic Gannett Media Segment

Our Domestic Gannett Media segment is comprised of USA TODAY, daily and weekly content brands in approximately

220 local U.S. markets across 43 states and our community events business, USA TODAY NETWORK Ventures. As of

December 31, 2024, we operated over 330 digital news and media brands across our portfolio.

•Digital: digital-only subscriptions for local brands, USA TODAY, sports, and games. Subscribers also receive E-

Newspapers, offering digital replicas of print editions with additional features, such as article sharing and access to

archived editions; and

•Print: home delivery offered on a subscription basis ("home delivery"), single copy, and non-daily publications (i.e.,

shoppers and niche publications).

We aim to engage more than 130 million monthly digital and print consumers through evolving digital strategies, and

optimizing product types to balance consumer and advertiser needs. The number of products within each publication type shifts

regularly as we identify opportunities to best serve consumer and advertiser needs.

Approximately 85% of our daily media brands domestically have been published for more than 100 years. We believe the

longevity of our publications demonstrates the value and relevance of the local information we provide and has created a strong

foundation of reader loyalty and a highly-recognized media brand name in each community we serve. Our trusted brands, which

includes USA TODAY, are powered by an integrated and award-winning news organization, which as of December 31, 2024,

comprised of approximately 3,100 journalists with deep roots in approximately 220 local communities.

The scale of our consumer audience across the Domestic Gannett Media segment, combined with a full funnel suite of

products, makes us an attractive marketing partner to various local and national businesses trying to reach consumers. We reach

1 in 2 adults(a) in the U.S., led by USA TODAY and amplified by local media brands within the USA TODAY NETWORK.

We are the leading news media publisher in the U.S. in terms of circulation and have the largest digital audience in the News

and Information category, excluding news aggregators, based on the December 2024 Comscore Media Metrix® Desktop +

Mobile. Per those metrics, our content reaches more people digitally than Fox News Media, CNN Network, New York Times

Digital, or WashingtonPost.com(a).

During 2024, our U.S. media network, which includes USA TODAY and our network of local properties, had a total digital

audience of approximately 140 million(a) monthly unique visitors, on average. In addition, during 2024, the combined average

daily print readership was approximately 2.6 million on Sunday and 2.3 million daily Monday through Saturday, primarily

driven by our domestic local property network and to a lesser extent, USA TODAY.

Domestic Gannett Media segment revenues

The Domestic Gannett Media segment primarily generates revenue through subscriptions to our print and digital products,

advertising augmented by full funnel solutions including digital marketing services, and, to a lesser extent, commercial printing

and distribution. The Domestic Gannett Media segment is focused on monetizing its digital audience, through multiple digital

revenue touchpoints, such as digital subscriptions, digital content syndication, affiliate and content partnerships, digital

advertising leveraging both first and third-party data, and new product offerings. We are focused on growing digital revenues

through a balanced, multi-point monetization strategy while maintaining a robust print base with subscription models and

innovative delivery methods, such as same day mail.

Our advertising teams employ a multi-product, platform, and location approach to advertising sales. With local market

teams, national and centralized sales, and self-service options, we aim to maximize the scale of our network. We offer a

comprehensive portfolio of print and digital advertising, including digital marketing services, tailored to meet the unique needs

of advertisers, from small local businesses to complex national brands. As advertisers navigate the challenges of managing

media budgets and reaching shifting audiences, we provide trusted expertise, access to wide ranging audiences, a nationally

scaled sales force, and targeted, integrated solutions. Our broad portfolio positions us to influence attitudes and behavior at

every stage of the purchase path.

Digital revenues at the Domestic Gannett Media segment were $692.7 million in 2024 compared to $641.7 million in 2023,

which represented 36% of total Domestic Gannett Media segment revenues in 2024, up from 31% in 2023.

•Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both

such as auto, employment, real estate, legal, and obituary notifications, which may leverage third-party providers.

•Digital marketing services represent our integrated, proprietary marketing platform that helps local businesses build

engine marketing, manages and nurtures leads through our marketing automation platform, and measures which

activities are most effective. Our digital marketing services utilize digital inventory across a number of third-party

websites.

•Digital other revenues are mainly derived from digital content syndication, affiliate and content partnerships and

licensing revenues.

Growing total digital revenues remains one of our top priorities, including a focus on growing paid digital-only

subscription revenues. We have focused our efforts on maximizing the total digital revenue of each unique visitor, employing a

holistic approach to monetization. As of December 31, 2024, our targeted subscription acquisition efforts resulted in

approximately 2.0 million paid digital-only subscriptions. We are focused on acquiring highly engaged, long-term, profitable

subscribers, as well as extending the subscribers lifetime value. As a result of this strategy, in 2024 we increased Digital-only

average revenue per user ("Digital-only ARPU") by 21.2% compared to 2023. Refer to "Key Performance Indicators" in

Management's Discussion and Analysis of Financial Condition and Results of Operations" below for further discussion of

Digital-only ARPU.

Print and commercial revenues at the Domestic Gannett Media segment were $1.2 billion in 2024, compared to $1.5 billion

in 2023, which represented 64% of total Domestic Gannett Media segment revenues in 2024, down from 69% in 2023, making

it our single largest revenue category in 2024.

We track our Print and commercial revenues in three primary categories: print advertising, print circulation, and

commercial and other. Below are descriptions of the categories:

non-daily publications, and are either display advertising or preprinted inserts.

•Print circulation reflects the sale of both home delivery and single copy sales of our publications.

•Commercial and other reflects revenues generated from commercial printing and distribution arrangements, and

revenues from our events business.

Our all access content subscription model in our local markets includes a home delivered print product along with access to

our content via multiple digital platforms, with subscription prices varying by market, frequency, and product, among other

variables. As of December 31, 2024, we had approximately 1.0 million print subscribers.

In the U.S. local markets, print circulation revenue is largely subscription based, with approximately 85% of print

circulation revenues derived from home delivery subscriptions in 2024. In addition to the subscription model in our U.S. local

markets, single-copy print editions continue to be sold at retail outlets and accounted for approximately 9% of daily and 14% of

Sunday net paid circulation volume in 2024. Approximately 44% of the net paid circulation volumes of USA TODAY in 2024

was generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid

circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.

Events

USA TODAY NETWORK Ventures, our events and promotions business, diversifies the Company's media offerings by

connecting communities through impactful experiences. In 2024, USA TODAY NETWORK Ventures hosted a variety of in-

person and virtual events, attracting over 430 thousand attendees. Our portfolio includes home and garden shows, food and

wine festivals, high school sports recognition programs, including the USA TODAY High School Sports Awards, and major

events such as the Hot Chocolate 15K/5K, RAGBRAI, and Detroit Free Press Marathon.

USA TODAY NETWORK Ventures revenues are generated primarily through sponsorship sales, race registrations, and

ticket sales, which are reported in other revenues, and print and digital advertising and marketing revenues.

As of December 31, 2024, Gannett Publishing Services ("GPS") owned and/or operated 16 production facilities. By

clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we

seek to reduce the operating costs of our publications while enhancing the quality of our small and mid-size market

publications.

GPS leverages existing assets, including employee expertise, equipment, and distribution networks, to produce print

products for Gannett and third-party customers. We aim to continue to optimize our geographic footprint to efficiently produce

and transport printed products, with daily newspaper distribution generally outsourced to independent third-party distributors.

We continuously explore lower-cost delivery options.

We continue to refine our production and distribution methods. In 2024, we converted 55 publications to same-day mail

delivery via the U.S. Postal Service in certain markets where it is viable from a customer and financial perspective. Our goal is

to reliably deliver to the consumer, and in some cases, at lower costs, as well as eliminate unprofitable distribution routes where

possible. We intend to continue to explore mail delivery in 2025.

Competition

Our Domestic Gannett Media operations and affiliated digital platforms compete with other media and digital companies

for advertising and marketing spend. Additionally, we compete for circulation and readership against other news and

compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, yellow pages, radio,

outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other

print and online media sources. We also increasingly compete with technology and social media companies, as well as

advertising networks and other programmatic buying channels for advertising revenues.

Development of opportunities in, and competition from, digital and social media platforms, including websites, mobile

applications, social products, and AI continues to increase. There is very little barrier to entry and often limited capital

requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we

are not, or in the future we may not be, compensated for the use of our original content by third-party digital products and social

platforms, including AI-driven platforms.

We expect the Domestic Gannett Media segment to continue to protect its audience market share and to expand its

audience reach in the digital media industry through a focus on high quality content and journalism, internal audience

development efforts, content distribution programs, acquisitions, and partnerships. Additionally, we expect the Domestic

Gannett Media segment to continue to improve its suite of advertising and marketing services products through both internal

development and partnerships.

Joint Operating Agreement

Our Domestic Gannett Media subsidiary in Detroit, Michigan is party to a partnership which is subject to and operates

under a joint operating agreement ("JOA"). Under the JOA, the partnership performs the production, sales, distribution, and

back-office functions for our subsidiary and the publisher of another publication. The term of the Detroit JOA will end as of

December 31, 2025 unless the partners reach an agreement to continue. Operating results for the Detroit JOA are fully

consolidated along with a charge for the minority partner's share of profits. Effective June 30, 2024, York Dispatch Publishing

Company withdrew as a limited partner from the JOA in York, Pennsylvania. As a result, as of June 30, 2024, the Company no

longer pays a management fee associated with the York JOA.

Major Publications and Markets we Serve

The USA TODAY NETWORK operates as a network, leveraging integrated shared support for back-office operations such

as content design and layout services, print and digital creative development, certain sales and service platforms, technology,

data, and accounting and finance. We centrally manage production and distribution across our entire newsroom network to

maximize efficiency. We also leverage a single content management platform, allowing for content sharing across our portfolio

of brands. However, we believe that it is critically important that our U.S. local property network operate at the local level and

utilize the centralized infrastructure in a manner that maximizes each property's individual performance.

The following table lists information for our major publications and their affiliated digital platforms within the listed

market in the U.S., as well as our national publication, USA TODAY, as of December 31, 2024.

(1) Print volumes are based on reported copy sales per issue for the period January 2024 through December 2024.

Newsquest Segment

Our Newsquest segment in the U.K. is comprised of over 210 digital news and media brands across our portfolio, including

over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2024.

•Digital: digital-only subscriptions for local brands, magazines, and sports verticals; and

•Print: single copy, home delivery, and non-daily publications (i.e., weekly news brands, shoppers and niche

publications).

Many of our publications are located in small and mid-size markets where we are often the primary provider of

comprehensive local community news and information. We reach a large, diverse audience through our print and digital daily

and non-daily publications throughout the U.K. As of December 31, 2024, our journalism network is powered by an integrated

and award-winning news organization comprised of approximately 500 journalists.

The scale of our consumer audience across the Newsquest segment, combined with a full funnel suite of products, makes

us an attractive marketing partner to various local and national businesses trying to reach consumers. In 2024, Newsquest had a

digital audience of approximately 53 million(b) monthly unique visitors, on average, with a total average print readership of

approximately 4.0 million every week.

Newsquest segment revenues

The Newsquest segment generates revenue primarily through advertising, single-copy sales and subscriptions to our print

and digital products, augmented by full funnel advertising solutions including digital marketing services, and, to a lesser extent,

commercial printing and distribution. The Newsquest segment is focused on monetizing its large organic audience of

approximately 53 million(b) monthly unique visitors, on average, through multiple digital revenue touchpoints, such as digital

subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, new product

offerings, and sports verticals. We believe this strategic focus, coupled with our unwavering commitment to delivering

engaging and essential content, will enable us to better optimize our audience and accelerate our digital revenue growth.

Our advertising operations leverage a multi-faceted approach across products, platforms, and locations. We operate sales

teams in local markets as well as a national sales agency, in conjunction with self-service options, to maximize the scale of our

network. Our advertising teams sell a full portfolio of print and digital advertising, including digital marketing services. This

diverse set of products can be specifically tailored to the individual needs of advertisers from small, locally owned merchants to

large, complex national brands. Our comprehensive portfolio encompasses print and digital advertising, along with digital

marketing services, designed to serve a spectrum of clients, from small local businesses to complex national brands. As

advertisers face the challenges of managing media budgets and engaging evolving audiences, we provide trusted expertise,

access to wide ranging audiences, a nationally scaled sales force, and integrated, targeted solutions. This expansive portfolio

enables us to drive influence and impact consumer behavior throughout the entire purchase journey.

Digital revenues at the Newsquest segment were $79.3 million in 2024 compared to $74.9 million in 2023, which

represented 33% of total Newsquest segment revenues in 2024, up from 32% in 2023.

•Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both

such as auto, employment, real estate, legal, and obituary notifications, which may leverage third party providers.

•Digital marketing services represent our integrated, proprietary marketing platform that helps local businesses build

engine optimization and marketing, manages and nurtures leads through our marketing automation platform, and

measures which activities are most effective. Our digital marketing services utilize digital inventory across a number

of third-party websites.

•Digital other revenues are mainly derived from digital content syndication.

Maximizing our digital revenues remains one of our top priorities as we aim to strike the optimal balance between digital

revenue categories. In 2024, our paid digital-only subscriptions grew approximately 33%, which we believe underscores the

value of our unique and essential content and reflects our ability to deliver experiences that resonate with our audience and

foster engagement. We are also focused on expanding our content offerings and enhancing our product suite to meet the needs

of our consumers and leverage our expansive organic audience. Refer to "Key Performance Indicators" below for further

discussion of digital-only subscriptions.

Print and commercial revenues at the Newsquest segment were $160.0 million in 2024 compared to $159.1 million in

2023, which comprised 67% of total Newsquest segment revenues, down from 68% in 2023.

We track our Print and commercial revenues in three primary categories: print advertising, print circulation and commercial

and other. Below are descriptions of the categories:

non-daily publications, and are either display and classified advertising or preprinted inserts.

•Print circulation reflects the sale of both home delivery and single copy sales of our publications.

•Commercial and other reflects revenues generated from commercial printing and distribution arrangements.

As of December 31, 2024, the Newsquest segment owned and/or operated four production facilities. By clustering our

publication resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce

the operating costs of our publications while increasing the quality of our small and mid-size market publications that would

typically not otherwise have access to high quality production facilities at competitive costs. We believe we are able to reduce

future capital expenditure needs by having fewer overall pressrooms and buildings.

The Newsquest segment operates its publishing activities in a similar manner to GPS (as described in the Domestic Gannett

Media segment discussion above), through regional and central teams to maximize the use of management, finance, printing,

and personnel resources. This approach allows the business to leverage a variety of back-office and administrative activities to

optimize financial results and enables Newsquest to offer readers and advertisers a range of attractive products across the

market.

Competition

Our Newsquest segment operations and affiliated digital platforms compete with other media and digital companies for

advertising and marketing spend. Our operations also compete for circulation and readership against other news and

compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, radio, outdoor

advertising, broadcast and cable television, magazines, local, regional and national newspapers, and other print and online

media sources, including local blogs. We also compete with digital and social media companies, as well as advertising networks

and other programmatic buying channels for advertising revenues.

Development of opportunities in, and competition from, digital and social media, including websites, mobile applications,

and social products continues to increase. There is very little barrier to entry and often limited capital requirements for new

companies to enter the market with competitive digital products. Additionally, there are times when we are not, or in the future

we may not be, compensated for the use of our original content by third-party digital products and social platforms.

The Newsquest segment expects to continue to protect its audience market share and to expand its audience reach in the

digital media industry through a focus on high quality content and journalism, internal audience development efforts, content

distribution programs, acquisitions, and partnerships. Additionally, the Newsquest segment expects to continue to improve its

suite of advertising and marketing services products through both internal development and partnerships.

Circulation

The Newsquest segment has a portfolio of over 150 news and media brands and over 60 magazines, published in print and

online in the U.K., with a digital audience in 2024 averaging approximately 53 million(b) monthly unique visitors and

approximately 4.0 million total weekly average print readers. In addition to local news brands, the Newsquest segment owns the

digital businesses s1jobs and s1Homes, Exchange & Mart, and a specialist magazine business.

The following table presents information for our major local media organizations and affiliated digital platforms operated

by our Newsquest segment in the U.K. as of December 31, 2024:

(1) Print volumes are based on reported copy sales per issue for the period January 2024 through December 2024.

Digital Marketing Solutions Segment

Our DMS segment, operating under the brand LocaliQ, provides digital advertising and marketing products and solutions

to help local businesses succeed. Its cloud-based platform offers a suite of products and solutions for marketing automation, AI-

driven advertising optimization, and customizable reporting. LocaliQ helps businesses build online presence, drive consumer

awareness, manage leads, and measure marketing performance across multiple channels. The platform is an all-in-one suite of

products and solutions that delivers relevant marketing messages to local consumers, helps optimize marketing budgets, and

provides actionable insights to advertisers. In 2024, LocaliQ launched Customer Center powered by Dash®, an AI-powered

platform, which provides AI-generated call attributes, AI-assisted call details, and a customer interaction activity feed with AI-

generated insights.

We believe we have an advantage successfully reaching the SMBs given our scaled sales force, long-standing involvement

in and knowledge of the communities in which we operate, and vast data accumulated through decades of campaign

management. We believe we offer a lower cost of acquisition for our customers based on our extensive data and experience in

optimizing campaigns. We also believe we have the technology, the experience, and the relationships to provide best-in-class

metrics.

We believe the DMS segment provides a scalable business model due to its consistent customer budget retention rates,

averaging 96% in 2024. In addition, we believe that ongoing investment in product and marketing, combined with sales channel

expansion, are critical to growing the number of core platform customers. As of December 31, 2024, our core platform average

customer count was approximately 14,300 at our DMS segment. Refer to "Key Performance Indicators" below for further

discussion of core platform average customer count.

DMS Digital marketing services revenues are subject to moderate seasonality due primarily to fluctuations in marketing

budgets for seasonal businesses. We believe the diversification of the product suite will, over time, reduce the impact from

seasonal fluctuations.

Products

Digital marketing requires a holistic view of how online presence, advertising and conversion efforts work together to

achieve results. Our products and solutions work across the USA TODAY NETWORK and major online platforms such as

Google, Facebook, Microsoft, Yelp, Snap, and others. Our products and solutions portfolio offers a simple all-in-one platform

powered by AI and service experts that grows and adapts with the needs of local business owners. For example, some

businesses might need to significantly improve their websites and focus on converting sales leads, while others may need to

focus on building awareness of their business and driving more leads to their site and social pages. LocaliQ identifies the

biggest opportunities and provides solutions by recommending the right mix of product platform features and measuring results.

Our products and solutions focus on three key categories local businesses need to manage in order to grow:

•Get Found: Listings, websites and landing pages, search engine optimization and social media marketing.

•Scaling Their Business: Search engine marketing, display ads, video ads, social ads, targeted email marketing, and

custom promotions. Search engine marketing, which is recorded as Digital marketing services revenues, accounted for

68% of our DMS segment's total revenues for the year ended December 31, 2024.

•Converting and Keeping Customers: Customer Center powered by Dash® and chat.

Distribution

We deliver our suite of products and solutions to local businesses through a combination of our proprietary technology

platform, our sales force, and select third-party agencies and resellers. Our DMS segment has sales operations in the U.S.,

Canada, New Zealand, Australia, India and the U.K. During 2024, approximately 95% of our DMS segment revenues were

generated in North America and the remaining 5% from other international markets. All DMS segment revenues are digital

revenues.

Competition

The market for local online advertising solutions is intensely competitive and rapidly changing. The market is highly

fragmented as there are a number of smaller companies which provide digital marketing services at highly competitive prices

and, increasingly, we compete with SMB marketing providers who offer solutions tailored for specific verticals. In addition, the

online publishers that we utilize for clients, such as Google, Facebook, and Microsoft, generally offer their products and

services through self-service platforms. Many traditional offline media companies also offer online advertising solutions and

have large, direct sales forces and digital publishing properties. Further, a proliferation of marketing automation tools continues

to commoditize the DMS environment while actions from major technology companies have caused challenges to advertising

agencies.

Government Regulation

We are subject to a variety of laws, rules, and regulations in numerous jurisdictions within the U.S. and in each of the

countries where we conduct business. These laws, rules, and regulations cover several diverse areas, including environmental

matters, employee health and safety, data and privacy protection, consumer protection and anti-trust provisions. These U.S.

federal, state, and foreign laws and regulations, which in some cases can be enforced by private parties in addition to

government entities, are constantly evolving and can be subject to significant change. For example, many jurisdictions have

enacted or are considering enacting privacy or data protection laws and regulations that apply to the processing or protection of

personal information as well as laws and regulations governing the use of artificial intelligence. Data and privacy protection

laws, rules and regulations are applicable to our businesses and the compliance costs and operational burdens imposed by these

laws and regulations could be significant. As a result of the often rapidly evolving changes, the application, interpretation, and

enforcement of these and other applicable laws and regulations are often uncertain and may be interpreted and applied

inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. We are committed to

conducting our business in accordance with applicable laws, rules, and regulations.

Environmental Regulation

We are committed to its strategy of protecting the environment. Our goal is to ensure our production and distribution

facilities comply with applicable federal, state, local, and foreign environmental laws and to incorporate appropriate

environmental practices and standards in our operations. We believe we are one of the industry leaders in the use of recycled

newsprint. During 2024, 12% of our domestic newsprint purchases contained recycled content, with average recycled content of

22%.

Our operations use inks, solvents, and fuels. The use, management, and disposal of certain of these substances are regulated

by environmental agencies. In addition, there is increasing attention in the U.S. and worldwide concerning the issue of climate

change and the effect of greenhouse gas emissions. We believe that understanding and managing greenhouse gas emissions are

important to effectively mitigate our impact to the environment. See "Climate Change" below.

We retain a corporate environmental legal consultant who, along with internal and outside counsel, provides advice on

regulatory compliance and preventive measures. We believe we are in substantial compliance with all applicable laws and

regulations for the protection of the environment and the health and safety of our employees based upon existing facts presently

known to us. Compliance with applicable federal, state, local, and foreign environmental laws and regulations relating to the

discharge of substances into the environment, the disposal of hazardous wastes, and other related activities has had, and will

continue to have, an impact on our operations but has been accomplished to date without having a material adverse effect on

our operations. While it is difficult to estimate the timing and ultimate costs to be incurred due to uncertainties about the status

of laws, regulations, and technology, based on information currently known to us and insurance procured with respect to certain

environmental matters, we do not expect environmental costs or contingencies to be material or to have a material adverse

effect on our financial performance. Our operations involve risks in these areas, however, and we cannot provide assurance that

we will not incur material costs or liabilities in the future which could adversely affect us. See also "Item 1A — Risk Factors"

in this Annual Report on Form 10-K.

Raw Materials

Newsprint, which is the basic raw material used in our print publications, has been and may continue to be subject to

significant price changes from time to time. During 2024, we purchased newsprint as well as other specialty paper grades from

14 domestic and global suppliers. Our total consumption was approximately 96,000 metric tons in 2024, a decrease of 16%

from 2023, which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and

includes consumption for Gannett products as well as products printed commercially for third-parties. Newsprint capacity

reductions through the closure of mills or the conversion of paper machines to other products or grades of paper has reduced the

number of newsprint suppliers over the years. North American suppliers are becoming a larger share of the global market and

domestic and global supply are susceptible to supply chain disruptions and pricing volatility tied to economic and geopolitical

factors. The availability and price of newsprint is subject to numerous risks and uncertainties, which are described more fully

under "Item 1A — Risk Factors" in this Annual Report on Form 10-K.

facility, which as of December 31, 2024, accounted for approximately 76% of our outstanding debt, as well as fluctuations in

foreign currency exchange rates, primarily related to our operations in the U.K. We expect continued uncertainty and volatility

in the U.S. and global economies which will continue to impact our business. See "Item 1A — Risk Factors" in this Annual

Report on Form 10-K.

Seasonality

Human Capital Resources

We believe our employees are our greatest asset and the foundation of our business is the people and employees who make

our day-to-day operations possible. Having and fostering a broad range of experiences, opinions and perspectives are core to

our shared values and form the critical pillars of how we deliver value to our customers and communities.

Enabling a positive employee experience, remains a top priority at Gannett. Aligned to our purpose, we endeavor to

provide engaging work and foster a learning culture that supports our employees' ability to reach their goals and continue to

develop new skills and capabilities. We invest in management development to enable strong team-based connections and to

support effective manager to employee dialogue. Culture building is a priority on a local, divisional and enterprise level. Our

efforts include supporting volunteer participation in our employee resource groups, with thirteen active employee resource

groups operating in the Company as of December 31, 2024. Volunteer employee resource group leaders set annual goals

utilizing a strategic "4c" model, where Career, Culture, Company, and Community objectives are set and used to determine

topics for programming and live discussions, as well as track progress and successes. Our programming and consistent

communication across our entire workforce includes intersectional employee resource group events, monthly Town Hall

meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, as an example,

our bi-monthly Focused Leader guide, and our monthly Together employee newsletter, which shares strategies on topics such

as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression

stories.

Throughout the year we engage employees through lifecycle milestones to maintain a clear pulse on the employee

experience. Annually, the performance review process begins with goal setting and includes structure for regular manager

feedback and coaching. We incorporate individual development plans to assist with the career growth of our employees. During

2024, there was an added focus each month on enabling management effectiveness by sharing specific programs, tools, forums,

and communications for people managers. We also have implemented a Company-wide mentor platform that allows for

targeted mentor/mentee cohorts to further enable career elevation progress.

As of December 31, 2024, we employed approximately 8,900 employees in the U.S., of which approximately 17% were

represented by labor unions, most of which were affiliated with one of seven international unions. As of December 31, 2024,

there were approximately 2,800 employees outside of the U.S., including approximately 1,900 employed by Newsquest in the

U.K. Our U.K. subsidiaries bargain with two unions over working practices, wages, and health and safety issues. Most of our

unionized employees work under collective bargaining agreements. As of December 31, 2024, there were approximately 66

existing collective bargaining agreements and five bargaining units negotiating initial contracts. While we have experienced

isolated work stoppages from time to time, we believe relations with our employees are generally good.

Gannett is committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed

to our millions of registered users. In January 2025, we published our network-wide 2024 Journalism Impact Report, which

inclusion, diversity and equity as well as climate change. The Company is committed to the ongoing publishing of an annual

network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

Climate Change

Essential to Gannett's mission of empowering communities to thrive are the pillars that make up our corporate social

responsibility platform. As part of our commitment to social responsibility, Gannett strives to minimize its environmental

impact through sustainable business practices for sourcing, consumption, and waste. We have taken a number of steps within

the organization in an effort to reduce our use of water, to recover and recycle electricity and fossil fuels when possible, and to

pursue green energy options where available. We continue to reduce the number of presses in operation by consolidating print

operations and by significantly reducing the square footage of our office space through consolidation of offices, in many cases,

to more energy efficient spaces. We also strive to incorporate sustainability throughout our supply usage and supply chain.

We invested in a best-in-class carbon accounting software and partnered with Green Impact to implement this software and

enhance our ability to capture emissions data on an expanded number of assets and scopes. To build upon our progress in

measuring and tracking our Scope 1 and 2 emissions, we have plans to expand into Scope 3 categories. Gannett recognizes that

if we are to contribute towards achieving net zero, we need to establish our full carbon footprint baseline, implementing

reduction strategies along our journey.

Gannett continues to harness employee enthusiasm through Sustainability Forward, which is an employee resource group

focused on bringing together a community of employees who are passionate about ESG topics. Sustainability Forward aims to

align initiatives and efforts that support Gannett’s commitment to sustainability, climate, people, and communities with a

mission to contribute to a better, more inclusive, and equitable planet. In 2024, the group hosted monthly meetings, community

initiatives, and company-wide events and training geared toward education, climate change solutions, traditions and investing in

companies dedicated to saving our planet. With consistent growth throughout the year, the Sustainability Forward employee

resource group ended 2024 with approximately 150 employees across the Company.

Gannett is committed to continuing to include more detailed articles to provide broader context to news in health,

environment and science and include in-depth analyses that explore questions of how and why health and climate trends matter

to our readers. In 2024, Gannett’s U.S. National Climate Change Cross team published over 10,600 stories, newsletters or major

projects about climate change and the environment. Additionally, the USA TODAY NETWORK publishes a weekly

newsletter, Climate Point, that curates content about the environment, sustainability, and climate change from across the

network for a national audience, helping readers make better informed decisions for themselves, their families, and their

communities.

Corporate Governance and Public Information

The address of Gannett's website is www.gannett.com. Stockholders can access a wide variety of information on Gannett's

website, under the "Investor Relations" tab, including corporate governance information, news releases, Securities and

Exchange Commission ("SEC") filings, and information Gannett is required to post online pursuant to applicable SEC and New

York Stock Exchange ("NYSE") rules. Gannett makes available via its website all filings it makes under the Securities

Exchange Act of 1934, as amended, including Forms 10-K, 10-Q, and 8-K, as well as any related amendments as soon as

reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge. The

content of, or information available on, Gannett's website and any other website referred to in this report are not a part of, and

are not incorporated by reference into, this report unless expressly noted otherwise.

Use of Website to Distribute Material Company Information

The Company's website address is www.gannett.com. The Company uses its website as a channel of distribution for

important company information and we use the investors.gannett.com website as a means of disclosing material non-public

information and for complying with our disclosure obligations under Regulation FD. Important information, including press

releases, analyst and other presentations, transcripts, and financial information regarding the Company, is routinely posted on

and accessible on the Investor Relations and News and Events subpages of its website, which are accessible by clicking on the

tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. The Company also uses its

website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a

press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor

Relations, and News and Events subpages of the Company's website for important and time-critical information. Visitors to the

Company's website can also register to receive automatic e-mail and other notifications alerting them when new information is

made available on the Company's website.

The contents of our websites are not intended to be incorporated by reference into this Annual Report or in any other report

or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

References

(a) 2024 Comscore Inc., US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2023-December 2024

(b) Newsquest used Adobe Analytics to identify unique visitors between January 2024 and December 2024

ITEM 1A. RISK FACTORS

You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating

us and our common stock, par value $0.01 per share (the "Common Stock"). Any of the following risks could materially and

adversely affect our results of operations, our financial condition, and the market price of our Common Stock. Although the risk

factors are grouped by general category, many of the risks described in a given category relate to multiple categories.

Risk Factor Summary

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business,

financial condition, and results of operations, which are discussed in more detail below:

•We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,

services.

•Our indebtedness could materially and adversely affect our business or financial condition.

•Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders

which, if not provided, would limit our ability to take advantage of future opportunities.

•The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the

•If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change as

described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and

•Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.

•We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.

•Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected

if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.

•Any required changes in practices and techniques to enhance the customer experience, including for enhanced data privacy,

could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire

consumers efficiently.

•Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or

•Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the

•The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than

•Evolving regulatory matters may impact our business.

•If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be

impaired, and our business may be harmed.

•Our financial results are subject to risks associated with our international operations.

•Foreign exchange variability could materially and adversely affect our consolidated operating results.

•Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to

•Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global

•Our possession and use of personal information and the use of payment cards by our customers and users present risks and

expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through

breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly

litigation and damage our reputation.

•We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be

external or internal threat actors, to breach our security and compromise our information technology systems.

•Privacy and security-related laws and other data security requirements are constantly evolving and may increase our

•We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or third

parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of

operations.

•Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely

affect our systems, reputation and operating results.

•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of

•The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future

reported results of operations.

•We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual

•We are subject to environmental and employee safety and health laws and regulations that could cause us to incur

•We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require

us to establish additional valuation allowances which could materially and adversely affect future reported results of

operations.

•We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which

diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.

•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in

the future may materially and adversely affect our ability to operate or grow our business effectively.

•We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price

•A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our

•A number of our employees are unionized, and our business and results of operations could be materially adversely

•FIG LLC (the "Former Manager") is not liable to us for certain acts or omissions performed in accordance with, and prior

to the termination of, our former management agreement (the "Former Management Agreement"), and for certain matters

in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or

omissions.

•Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate

liquidity.

•Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes,

•We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay

•The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027

Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of

the 2031 Notes.

•An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which

could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax

benefit carryforwards.

•Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law

may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock.

•Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future

equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions,

may be dilutive and materially and adversely affect the market price of our Common Stock.

Risks Related to Competition

We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,

services.

We face significant competition from other providers of news, information, and entertainment services, including both

traditional and other providers, some of which provide their products free of charge. This competition continues to intensify as

a result of changes in technologies, platforms and business models and corresponding changes in consumer and customer

behavior, and we may be adversely affected if consumers or customers migrate to other alternatives. In addition, to be

successful, we must provide the type and quality of content our consumers desire. The number of choices available to

consumers for content consumption has increased and may adversely impact demand for, and the price consumers are willing to

pay for our products and services. Consumption of our content on third-party delivery platforms may also lead to loss of

distribution and pricing control, loss of a direct relationship with consumers and lower engagement and subscription rates.

Further, news and subscription fatigue among consumers has become more widespread and could continue to grow. These

trends and developments have adversely affected, and may continue to adversely affect, our circulation and subscription

revenue and advertisers' willingness to purchase advertising from us, as well as increase subscriber acquisition, retention, and

other costs.

Technological developments have in some cases also increased competition by lowering barriers to entry. Other digital

platforms and technologies, such as user-generated content platforms and self-publishing tools, have reduced the effort and

expense of producing and distributing certain types of content on a wide scale, allowing digital-only content providers,

customers, suppliers and other third parties to compete with us, often at a lower cost. Additional digital distribution channels,

such as digital marketplaces, have presented, and may continue to present, challenges to our business models, which could

adversely affect our sales volume and pricing.

In addition, the competitive landscape may shift if other industry players adopt AI more swiftly. The use of AI may also

affect the discoverability and presentation of our content and consequently our ability to monetize our digital audiences.

Furthermore, ethical concerns and public sentiment regarding AI could have reputational implications. See also the risk factor

below under the heading "We use AI and may use other new technologies in our business. Challenges with properly managing

their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our

results of operations."

In order to compete effectively, we must differentiate and distinguish our brands and our products and services, respond to

and develop new technologies, distribution channels and platforms, products and services, and anticipate and consistently

respond to changes in consumer and customer needs, preferences and behaviors. For example, we rely on brand awareness,

reputation and acceptance of our content and other products and services in order to retain and grow our consumers and

subscribers. However, consumer preferences change frequently and are difficult to predict, and when faced with a multitude of

choices, consumers may place greater value on the convenience and price of products and services than they do on their source,

quality, or reliability. Online traffic and product and service purchases are also driven by internet search results, referrals from

social media and other platforms and visibility on digital marketplace platforms and in mobile app stores. Search engine results

and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, and social media

and other platforms may also vary their emphasis on what content to highlight for users. Use of AI in search engines could

result in decreased viewership and engagement with our media content. Any failure to successfully manage and adapt to these

changes across our businesses, including those affecting how our content, apps, products, and services are discovered,

prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our

offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering

advertising revenue and subscriptions. A loss in the expected popularity or discoverability of our content or other products and

services could have a material adverse effect on our business, financial condition, or results of operations.

We expect to continue to pursue new strategic initiatives and develop new and enhanced products and services in order to

remain competitive. We have incurred, and expect to continue to incur, significant costs in order to implement our strategies

and develop new products and services, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing

technologies and attract and retain employees with the necessary knowledge and skills to support our priorities. There can be no

assurance any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost we

expect or that we will realize the anticipated benefits we expect to achieve. The failure to realize those benefits could have a

material adverse effect on our business, results of operations and financial condition.

Some of our current and potential competitors may have fewer regulatory burdens, better competitive positions in certain

areas, greater access to sources of content, data, technology or other services or strategic relationships or easier access to

financing, which may allow them to respond more effectively to changes in technology, consumer and customer needs,

preferences and behavior and market conditions. Continued consolidation among competitors in certain industries in which we

operate may increase these advantages, including through greater scale, financial leverage, or access to content, data,

technology and other offerings. If we are unable to compete successfully against existing or future competitors, our business,

results of operations and financial condition could be materially and adversely affected.

Risks Related to Our Indebtedness

Our indebtedness could materially and adversely affect our business or financial condition.

Our indebtedness, incurred from time to time, could have significant consequences on our future operations, including

making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in

defaults, and limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the

industries in which we operate, and the overall economy. As of December 31, 2024, our outstanding indebtedness included (i)

$850.0 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)

$38.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii) $223.7 million of 6.000% Senior

Secured Convertible Notes due 2031 ("2031 Notes"). In addition, as of such date, $49.6 million of term loans was available to

be borrowed on a delayed-draw basis.

All obligations under the 2029 Term Loan Facility, the 2027 Notes and the 2031 Notes are secured by all or substantially

all of our assets and all or substantially all of the assets of our wholly-owned domestic subsidiaries. We may incur additional

indebtedness in the future.

The 2029 Term Loan Facility matures on October 15, 2029, and bears interest, at Gannett Holdings LLC's option, at either

the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR") (which shall not be less than 1.50% per

annum) plus a margin equal to 5.00% per annum or an alternate base rate (which shall not be less than 2.50% per annum) plus a

margin equal to 4.00% per annum. The 2027 Notes and the 2031 Notes each bear interest at a rate of 6.00% per annum.

Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. The 2029

Term Loan Facility is amortized at a rate of $17.0 million per quarter, with such rate to be adjusted upon the borrowing of any

delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with the initial term loans

under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility from time to time with

(i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that

is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on

hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last day of any fiscal year of the

Company (beginning with the fiscal year ended December 31, 2024). Our debt service obligations reduce the amount of cash

flow available to fund our working capital, capital expenditures, investments and potential distributions to stockholders.

Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations.

Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject

to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.

The terms of our indebtedness impose significant operating and financial restrictions on us. The 2029 Term Loan Facility

and the 2031 Notes require us to comply with numerous affirmative and negative covenants, including a requirement to

maintain minimum liquidity of $30.0 million at the end of each fiscal quarter, and restrictions limiting our ability to, among

other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, sell assets, merge, incur

certain liens, enter into agreements with our affiliates, change our business, engage in sale/leaseback transactions, and modify

our organizational documents. These requirements may make it impractical to declare and pay dividends at any time that the

requirements are in effect. See also "Risks Related to our Common Stock" below.

A failure to satisfy our debt service obligations on the 2029 Term Loan Facility, a breach of a covenant in the 2029 Term

Loan Facility, or a material breach of a representation or warranty in the 2029 Term Loan Facility, among other events

specified in the 2029 Term Loan Facility, could give rise to a default, which could give our lenders the right to declare our

indebtedness, together with accrued interest and other fees, to be immediately due and payable. A failure to satisfy our debt

service or conversion obligations on the 2027 Notes or the 2031 Notes, among other events specified in the indenture governing

the 2027 Notes (the "2027 Notes Indenture") or the indenture governing the 2031 Notes (the "2031 Notes Indenture"), could

also give rise to a default, which could give rise to the right of noteholders to declare the principal of the 2027 Notes and/or the

2031 Notes, together with accrued and unpaid interest, to be immediately due and payable. A default under the 2029 Term Loan

Facility or any of our indentures could also lead to a default under the other agreements governing our existing or future

indebtedness (including the 2029 Term Loan Facility or any of our indentures, as the case may be). An acceleration of our

indebtedness would have a material adverse effect on our business, financial condition, results of operations, cash flows and

stock price.

Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note

holders which, if not provided, would limit our ability to take advantage of future opportunities.

Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain

restrictions and covenants that limit our ability to take certain actions without requisite lender approval, approval of the holders

of a majority in principal amount of the notes then outstanding, or modification of the loan agreements, as applicable. These

limitations include restrictions on our ability to incur additional indebtedness or refinance our existing debt, make certain

investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with our

affiliates, change our business, engage in sale/leaseback transactions, and modify our organizational documents. There is no

assurance that our debtholders will approve or consent to our activities, even if the activities are in the best interests of our

stockholders. If we are unable to secure the required consent of our lenders or noteholders, our ability to take advantage of

future opportunities, including acquisition or financing opportunities, could be restricted.

The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the

A majority of our outstanding indebtedness is held by entities controlled, managed or advised by a large financial sponsor.

We have historically relied on this financial sponsor with respect to a significant portion of our financing and credit needs. In

the event that this sponsor is unable or unwilling to extend us credit, we may not be able to obtain financing on terms as

favorable to us as those under current arrangements. As a result, we may face less available capital and be subject to more

stringent covenants and higher borrowing costs.

Additionally, this creditor may have interests that diverge from our interests or interests of our stockholders, and it may

exercise is rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of

the Company. In particular, this creditor’s ownership of the majority of our indebtedness could limit our ability to take certain

actions that are restricted under the agreements relating to our indebtedness. See "Risks Related to Our Indebtedness—Certain

actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders which, if not

provided, would limit our ability to take advantage of future opportunities."

To our knowledge, this creditor owns a majority in aggregate principal amount of the outstanding 2031 Notes. In the event

that this creditor converts their 2031 Notes into Common Stock, they could possess significant voting power with respect to our

Common Stock and may have interests that are different from, or adverse to, the interests of our other stockholders. See "Risks

Related to Our Common Stock—The percentage ownership of our existing stockholders may be diluted in the future, including

upon conversion of the 2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power

following conversion of the 2031 Notes."

If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change

as described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and

If there is a fundamental change, as defined in the 2027 Notes Indenture and the 2031 Notes Indenture, we must, if certain

other conditions are met, make an offer to repurchase the 2027 Notes and the 2031 Notes at a price equal to 110% of the

principal amount thereof, together with any accrued and unpaid interest, if any, to, but excluding, the date of the repurchase. If

we become obligated to repurchase the 2027 Notes or the 2031 Notes upon a change of control, we may not have enough

available cash or may be unable to obtain financing at the time we are required to make purchases of the notes being

surrendered. In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness

(including the notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will

govern our future indebtedness. Our failure to repurchase the 2027 Notes or the 2031 Notes at a time when the repurchase is

required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively, would constitute a default under the respective

indenture. A default under the governing indenture or the change of control itself could also lead to a default under agreements

governing our existing or future indebtedness (including the 2029 Term Loan Facility).

The 2029 Term Loan Facility provides, and future credit agreements or other agreements relating to indebtedness to which

we become a party may provide, that the occurrence of certain change of control events with respect to us would constitute a

default thereunder. If we experience a change of control event that triggers a default under our 2029 Term Loan Facility, we

may seek a waiver of such default or may attempt to refinance the 2029 Term Loan Facility. In the event we do not obtain such

a waiver or refinance the 2029 Term Loan Facility, such default could result in amounts outstanding under our 2029 Term Loan

Facility being declared due and payable.

The 2029 Term Loan Facility and the 2031 Notes contain, and future indebtedness that we may incur may contain,

prohibitions on the occurrence of certain events that would constitute a change of control or, in the case of the 2027 Notes and

the 2031 Notes, require the repurchase of such indebtedness upon a change of control. Moreover, the exercise by the holders of

their right to require us to repurchase their 2027 Notes or 2031 Notes could cause a default under such indebtedness, even if the

change of control itself does not, due to the financial effect of such repurchase on us. Finally, the ability to pay cash to the

holders of the 2027 Notes and/or the 2031 Notes following the occurrence of a change of control may be limited by our then

existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any

required repurchases. In addition, the foregoing provisions of our existing and possible indebtedness may prevent or impede a

potential acquirer from engaging in a change of control transaction with us and, accordingly, our stockholders from receiving a

change of control premium.

Risks Related to Digital Commerce and Media

Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near

term.

A key element of our consumer strategy is growing our paid digital-only subscriber base, which may lead to declines in our

existing advertising revenue. To implement our strategy and grow our paid digital-only subscriber base, we may need to restrict

certain content from non-subscriber access or limit the amount of content non-subscribers can view in an effort to encourage

non-subscribers to become paid digital subscribers. In the short-term, this strategy may reduce the number of unique visitors

accessing our content and, in turn, reduce our digital advertising revenue. Over time, the anticipated increase in the number of

paid digital-only subscribers is expected to increase our circulation revenue derived from paid digital-only subscribers as well

as our digital advertising revenues. However, there can be no assurance that we will be able to increase the number of our paid

digital-only subscribers in amounts or within the time periods we expect. If we are unable to grow or retain the volume of such

subscribers, our circulation and advertising revenues could decline materially and adversely affecting our results of operations

Declining subscriber volume can also lead to more marked declines in advertising revenue. Print subscriber volume

declines directly impact preprint and other print revenues that are linked to the number of subscribers. In terms of digital

advertising revenues, news aggregation websites and customized news feeds (often free to users) reduce traffic on our websites

and related digital advertising revenues. While we do sell paid digital-only subscriptions for our content through some of these

news aggregators, we have reduced our ability to fully monetize those users since they do not engage with our content within

our own platforms. If traffic levels stagnate or decline, and/or print subscriber volume continues to decline, we may not be able

to maintain or increase the advertising rates or attract new advertising customers. Further, we are generally not compensated for

the consumption of our original content on third-party digital products and social platforms.

We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.

Print-related revenue streams have continued to decline at a significant pace. We have focused on offsetting traditional

print advertising and circulation revenue declines in part by diversifying our sources of revenue through the development and

acquisition of complementary businesses with growth potential. For example, our business USA TODAY NETWORK

Ventures produces local events.

There can be no assurance that we will be able to grow revenue from these or other complementary businesses we may

develop internally or acquire, or that any revenue generated by new business lines will be adequate to offset revenue declines

from our legacy businesses. For example, technological developments could adversely affect the availability, applicability,

marketability and profitability of the suite of SMB services we offer. Technological developments and any changes we make to

our business strategy may require significant capital investments, and such investments may be restricted by the 2029 Term

Loan Facility.

These complementary businesses also face competition from various digital media providers, such as Google, which may

have more resources to invest in product development and marketing. Our sales force may not be able to utilize the

relationships we have throughout our local property network to effectively sell these products. If we are unable to diversify our

traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which

could materially and adversely affect our results of operations and financial condition.

Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely

affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.

Our DMS segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which

account for a large majority of all U.S. internet searches and traffic. These companies, and the other companies with which we

do business, have no obligation to conduct business with us, and may decide at any time and for any reason to significantly

curtail or inhibit our ability to do business with them. Additionally, any of these companies may make significant changes to

their respective business models, policies, systems, plans or ownership, and those changes could impair or inhibit the manner in

which they sell their advertising units or otherwise conduct their business with us. For example, new privacy controls and

tracking transparency frameworks that have been implemented or may be implemented in the future, by platforms such as

Facebook, Google, and Apple would limit our ability to access and use data from consumers through those platforms, which we

rely on for digital advertising and marketing. Any such controls or transparency frameworks may impair our ability to market to

consumers. Any new developments or rumors of developments regarding business practices at companies that affect the online

advertising industry may materially and adversely affect our products or services, or create perceptions with our clients that our

ability to compete in the online marketing industry has been impaired.

Any required changes in practices and techniques to enhance the customer experience, including for enhanced data

privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to

acquire consumers efficiently.

We use certain practices and techniques, such as utilizing third-party cookies, to enhance our customer’s online experience

by allowing us to customize and display relevant content and advertising. As a response to growing concern over data privacy,

third parties, including major browsers, are increasing user agency and increasing privacy controls. The industry-wide shift

towards increased user privacy presents a challenge as the advertising industry has yet to find a universally accepted solution to

address the impact on targeted advertising. If we are unable to find alternative strategies to address data privacy changes, our

ability to provide certain types of advertising may be compromised or may result in lower rates and revenues, and our business

results could be materially and adversely affected. In addition, privacy controls may result in difficulties delivering relevant

audience targeting and our customer acquisition strategies may become less efficient.

Risks Related to Macroeconomic Factors

Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or

Current and future conditions in the economy have an inherent degree of uncertainty and are impacted by political, market,

health and social events or conditions. As a result, it is difficult to estimate the level of growth or contraction for the economy

as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy,

including the markets in which we participate. We are currently operating in, and expect for the foreseeable future to continue

to operate in, a period of economic uncertainty and market volatility, including as a result of higher inflation, unpredictable

interest rates, supply chain disruptions, expanded or retaliatory tariffs, sanctions, quotas or other trade barriers (including recent

U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions

taken by such countries), fluctuating foreign currency exchange rates, changes in governmental administrations, and other

geopolitical events. These conditions have had, and may continue to have, a negative impact on our business, including the

demand for advertising and advertising revenues.

Advertisers have responded, and may in the future respond, to such economic uncertainty by reducing their budgets or

shifting priorities or spending patterns, which has had and could have a material adverse impact on our business. Continued

declines in market spend or advertisers' changing priorities in response to any further economic slowdown or decline could have

a material adverse impact on our business.

Challenging economic conditions, especially higher inflation and interest rates, have had, and may continue to have, an

adverse impact on our consumers and consumer spending, which, in turn, could materially and adversely affect our business.

Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty,

when disposable income is reduced or when there is a reduction in consumer confidence.

Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively

affect our operating results. We are exposed to potential increases in interest rates associated with our 2029 Term Loan Facility.

Further, if the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain

in a timely manner, if at all, or on favorable terms, as well as more costly or dilutive. Further, rising interest rates may

negatively impact our ability to sell or dispose of our real estate and other assets which in turn may impact our ability to repay

debt.

Our operations in foreign jurisdictions have also been and may be affected by volatile markets, uncertain economies,

tariffs, and geopolitical and local events. We have been and will continue to be impacted by fluctuations in foreign currency

exchange rates, primarily related to our operations in the U.K.

We have been, and may continue to be, impacted by inflation, higher costs associated with labor, newsprint, ink, printing

plates, fuel, delivery costs and utilities, higher interest rates, and supply chain disruptions, including as a result of tariffs or

retaliatory tariffs. Global or regional recessions, perceived or actual, higher unemployment and declines in income levels may

also materially and adversely affect our business and financial condition.

Adverse changes may also occur as a result of other events outside of our control, including pandemics and other health

crises, political uncertainties, hostilities or social unrest, war, terrorism or other similar events, declining oil prices, wavering

customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate values, natural

disasters, severe weather events (which may occur with increasing frequency and intensity), or other factors affecting economic

conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad

debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing

our publications. For example, the COVID-19 pandemic and the resulting business and travel restrictions led to decreased

demand for our advertising services, as well as reductions in the single copy and commercial distribution of our newspapers.

Declining revenue may impair our ability to generate sufficient cash flows to service our existing or any future debt obligations,

including the 2029 Term Loan Facility, the 2031 Notes and the 2027 Notes. There can be no assurance that cost constraint

actions, if any, taken in response to the pandemic or any future crisis outside our control, will offset possible future impacts of

the crisis. Any measures taken to preserve cash flow and defer payments into future periods, such as the deferral of pension

obligations in connection with the COVID-19 pandemic, could have a greater impact on cash flow in future periods as we also

incur such payments in the normal course of business. Moreover, such measures, and other measures we may implement in the

future in response to a crisis, may negatively impact our reputation and our ability to attract and retain employees. See "Risks

Related to Pension Obligations and Employees" below. Accordingly, future events outside of our control may have the effect of

heightening various risks described in this Annual Report on Form 10-K. Any sustained economic downturn in the U.S. or any

of the other countries in which we conduct significant business, other adverse macroeconomic events, market disruptions, or

other events outside of our control, could materially and adversely affect our business, operating results, and financial

condition.

Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the

Our advertising revenues and, to a lesser extent, circulation revenues, depend upon a variety of factors specific to the

communities that our publications serve. These factors include, among others, the size and demographic characteristics of the

local population, local economic conditions in general and the economic condition of the retail segments of the communities

that our publications serve. Our local operations and the economies we serve are also susceptible to events outside of our

control, which can materially and adversely impact our revenues. For instance, weather-related events such as hurricanes or

other natural disasters can disrupt local businesses, reduce consumer activity, and displace populations, leading to a decline in

advertising and circulation revenues. These events can also cause temporary or long-term business closures in affected areas.

If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our

publications, revenues and profitability in that market could be materially and adversely affected. Our advertising revenues are

also susceptible to negative trends in the general economy that affect customer spending and is impacted by other external

factors such as competitors' pricing, and advertisers' decisions to increase or decrease their advertising expenditures in response

to anticipated consumer demand. The advertisers in our newspapers and other publications and related websites are primarily

retail businesses that can be significantly affected by regional or national economic downturns and other developments. For

example, many traditional retail companies continue to face greater competition from online retailers and face uncertainty in