株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number 001-36097
USA TODAY CO., INC.
(Exact name of registrant as specified in its charter)
Delaware
 
38-3910250
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
175 Sully's Trail, Suite 203,
Pittsford,
New York
 
14534-4560
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (703) 854-6000
GANNETT CO., INC.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
TDAY
The New York Stock Exchange
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:
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                        ☐
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, 2025 was approximately $501.8 million. The registrant
has no non-voting common equity.
As of February 20, 2026, 147,107,452 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 2026, to be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2025, is incorporated by reference
in Part III to the extent described therein.
2
INDEX TO USA TODAY CO., INC.
2025 FORM 10-K
 
Page
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
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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," "expect," "intend," "plan," "focus," "goal," "project," "projection," "opportunity," "believe," "will,"
"aim," "strive," "commit," "would," "could," "can," "may," "seek," "estimate" 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.
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PART I
ITEM 1. BUSINESS
Overview
USA TODAY Co. is a diversified media company with expansive reach at the national and local level dedicated to
empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital
marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY
NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States
(the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential
journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and
where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses
("SMBs") with innovative digital marketing products and solutions.
In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the
names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital
Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and
reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on
Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"
"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its
subsidiaries.
We report in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that
includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as
legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full
description of our reportable segments is included in Note 15 — Segment reporting in the notes to the Consolidated financial
statements.
Growing digital revenue is a core strategic priority, and we employ a digital-first strategy, focused on audience growth and
engagement and on diversifying revenue streams. As a result, in 2025, 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, content and artificial intelligence ("AI") partnerships, and licensing revenues, grew to 46% of our
total revenues, or $1.1 billion. In total, during 2025 we averaged 186 million(a)(b) unique visitors across both the USA TODAY
Media and Newsquest segments, and as of December 31, 2025, we had approximately 1.5 million paid digital-only
subscriptions, which outnumbered our print subscriptions.
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
We are committed to inspiring, informing and connecting audiences as a sustainable, growth-focused media and digital
marketing solutions company. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii)
diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by an increasingly integrated
operating foundation, including modernized technology systems, automated workflows, enhanced data capabilities, and
continued investment in our people and talent development. Our strategy unifies trusted journalism and digital innovation under
one brand: USA TODAY Co. and is represented by our motto, "National voice. Local strength."
Three operating pillars
Expand reach and engagement with our customer segments
We believe a scaled and engaged base is key to our ongoing growth - including audience in our USA TODAY Media and
Newsquest segments and clients in our LocaliQ segment.
As of December 31, 2025, we have built one of the largest digital audiences in the U.S. media sector, both locally and
nationally. For both the USA TODAY Media and Newsquest segments, we seek to strengthen the connection with our audience
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by providing relevant content and expanded offerings that resonate with our readers. We believe a scaled, engaged audience is
the catalyst for creating diversified, predictable, and repeatable digital revenues.
In our LocaliQ segment, we seek to expand our client base through enhancements in our customer acquisition and retention
and by broadening our product portfolio. By capitalizing on our domain expertise, we aim to grow our addressable market and
provide comprehensive solutions that meet the evolving needs of our clients.
Diversify digital revenues
We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,
maximizing yield across our platforms, and tailoring opportunities to individual consumer behavior.
Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, capitalizing on every
interaction. Given our extensive portfolio, we seek to deliver and optimize a wide range of offerings across advertising,
subscriptions, and commerce while increasingly leveraging our existing content to power syndication, affiliate, content and AI
partnerships, as well as licensing arrangements.
Likewise, we are also focused on enhancing and expanding our core digital marketing services products and solutions. This
includes continuing to develop software-based solutions, including AI-powered solutions, which are intended to increase our
addressable market, improve retention, and increase our Core platform revenues. Refer to "Key Performance Indicators" in
"Management's Discussion and Analysis of Financial Condition and Results of Operations" below for further discussion of
Core platform revenues.
Strengthen our capital structure
We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth
initiatives. We believe this disciplined approach supports our ability to innovate and adapt while ensuring long-term financial
health.
Foundation for ongoing growth
We continue to modernize our infrastructure to support our transformation and long-term growth, including integrating
advanced, next generation technologies that enhance automation, AI, and scalability across our operations. We are
strengthening the interoperability of our platforms to enable faster execution, more efficient and automated decision-making,
and improved product development. These efforts are intended to increase our organization's agility, unlock operational
efficiencies, and position us to capture future digital growth opportunities. We also continue to invest in developing the skills
and capabilities required to support a more technology-forward, digitally oriented organization.
USA TODAY Media segment
Our USA TODAY Media segment includes the USA TODAY NETWORK, comprised of the national publication, USA
TODAY, and our network of local properties in the U.S., as well as USA TODAY NETWORK Ventures, our community
events business. This segment also includes operations which use existing assets, including employee expertise, equipment, and
distribution networks, to produce print products for USA TODAY Co. and third-party customers. As of December 31, 2025, we
operated over 320 digital news and media brands across our portfolio, and USA TODAY NETWORK had daily and weekly
content brands in approximately 215 local communities across 43 states.
Our core offerings include:
•Digital: digital-only subscriptions for local brands, USA TODAY, sports, and games; and
•Print: home delivery offered on a subscription basis ("home delivery"), single copy, and non-daily publications (i.e.,
shoppers and niche publications).
Approximately 87% of our daily media brands 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 in each community we serve. Our highly-recognized media brands, including USA TODAY, are powered by
an integrated and award-winning news organization, which as of December 31, 2025, comprised approximately 2,500
journalists with deep roots in our local communities.
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The scale of our consumer audience across the USA TODAY Media segment makes us an attractive marketing partner to
various local and national businesses trying to reach consumers. We regularly adjust the number and type of products offered
within each publication and market as we identify opportunities to best serve consumer and advertiser needs.
During 2025, the USA TODAY NETWORK averaged a total digital audience of approximately 132 million(a) monthly
unique visitors, and the combined average daily print readership was approximately 2.2 million on Sunday and 2.0 million daily
Monday through Saturday, primarily driven by our network of local properties and to a lesser extent, our national publication
USA TODAY. We reach nearly 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 2025 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).
The USA TODAY NETWORK also leverages a centralized infrastructure, which provides 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. While we centrally manage production and distribution, and leverage a
single content management platform to maximize efficiency and enable content sharing across our portfolio of brands, 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.
USA TODAY Media segment revenues
The USA TODAY Media segment 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, and the syndication and licensing of our content to third parties. The USA TODAY Media segment is focused on
monetizing its digital audience through multiple digital revenue touchpoints, including digital subscriptions, digital content
syndication, affiliate, content and AI partnerships, and digital advertising leveraging both first and third-party data. We are
focused on growing digital revenues by employing a holistic approach to monetization and maximizing the total digital revenue
of each unique visitor, while maintaining a robust print base.
Our advertising teams sell across a wide range of products, platforms, and locations. We operate local market teams,
national and centralized sales, and self-service options 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. 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
Digital revenues at the USA TODAY Media segment were $654.2 million in 2025 compared to $692.7 million in 2024,
which represented 38% of total USA TODAY Media segment revenues in 2025, up from 36% in 2024.
We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only
subscription and digital other. Below are descriptions of these categories:
•Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both
first and third-party data delivered on either our digital products or off-platform as well as classified advertisements
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
their online presence through high conversion websites, drives awareness and leads through products such as search
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-only subscription offerings reflect the digital distribution of our publications.
•Digital other revenues are mainly derived from digital content syndication, affiliate, content and AI partnerships and
licensing revenues.
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Print and commercial revenues
Print and commercial revenues at the USA TODAY Media segment were $1.1 billion in 2025, compared to $1.2 billion in
2024, which represented 62% of total USA TODAY Media segment revenues in 2025, down from 64% in 2024, making it our
single largest revenue category in 2025.
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:
•Print advertising is mainly derived from local and national advertising runs in our print products, such as our daily or
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, 2025, we had approximately 0.8 million print subscribers.
In the U.S. local markets, Print circulation revenues are largely subscription based, with approximately 85% derived from
home delivery subscriptions in 2025. In addition to the subscription model, single-copy print editions are sold at retail outlets
and accounted for approximately 9% of daily and 13% of Sunday net paid circulation volume in 2025. In 2025, approximately
44% of the net paid circulation volumes of USA TODAY were 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 our media offerings by connecting
communities through impactful experiences. In 2025, USA TODAY NETWORK Ventures hosted a variety of in-person and
virtual events, attracting approximately 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.
Production and distribution
As of December 31, 2025, the USA TODAY Media segment owned and/or operated 11 production facilities. We leverage
existing assets, including employee expertise, equipment, and distribution networks, to produce print products for USA
TODAY Co. and third-party customers. We seek to reduce the operating costs of our publications while enhancing the quality
of our small and mid-size market publications by clustering our production resources, utilizing excess capacity for commercial
work, and/or outsourcing where cost-beneficial.
We aim to continue to optimize our geographic footprint to efficiently produce and transport printed products, with daily
newspaper distribution made via the U.S. Postal Service in certain markets as well as outsourcing to independent third-party
distributors. In 2025, we converted five publications to same-day mail delivery via the U.S. Postal Service in markets where it
was viable from a customer and financial perspective. Our goal is to provide reliable delivery to the consumer, and where
possible, at a lower cost and eliminate unprofitable distribution routes. We intend to continue to expand mail delivery in 2026.
Competition
Our USA TODAY Media operations compete for advertising and marketing spend with a broad range of media and
technology companies, including social media platforms, advertising networks, 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 programmatic buying channels. We also compete for circulation and readership against other news and
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information outlets as well as other content creators, some of which offer their content free of charge.
Competition has intensified as audiences increasingly consume news and information through digital channels, mobile
applications, social platforms, video services, and emerging technologies that aggregate, summarize, or redistribute content.
Barriers to entry remain low with limited capital requirements for new companies to enter the market with competitive digital
products. Additionally, there are times when we are not, and 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 USA TODAY 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 USA TODAY Media segment
to continue to improve its suite of advertising and marketing services products through both internal development and
partnerships.
Joint Operating Agreement
One of our USA TODAY Media subsidiaries was a party to a partnership which was subject to and operated under a joint
operating agreement ("JOA"). Under the JOA, the partnership performed the production, sales, distribution, and back office
functions for our subsidiary, the Detroit Free Press, and The Detroit News, which was published by MediaNews Group.
Operating results for the Detroit JOA were fully consolidated along with a charge for the minority partners' share of profits.
During the second quarter of 2025, the parties agreed not to renew the JOA, and as a result the JOA ended in December
2025. On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group. Refer to Note 16 —
Subsequent events in the notes to the Consolidated financial statements.
Newsquest segment
Our Newsquest segment in the U.K. is comprised of approximately 220 digital news and media brands across our portfolio,
including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2025.
Our core offerings include:
•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, 2025, our journalism network is powered by an integrated
and award-winning news organization comprised of approximately 420 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 2025, Newsquest had a
digital audience of approximately 54 million(b) monthly unique visitors, on average, with a total average print readership of
approximately 3.5 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 through
multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising
leveraging both first and third-party data, and new product offerings. 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
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large, 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
Digital revenues at the Newsquest segment were $81.5 million in 2025 compared to $79.3 million in 2024, which
represented 34% of total Newsquest segment revenues in 2025, up from 33% in 2024.
We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only
subscription and digital other. Below are descriptions of these categories:
•Digital advertising offerings include direct sold display advertising and programmatic advertising that leverages both
first and third-party data delivered on either our digital products or off-platform as well as classified advertisements
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
their online presence through high conversion websites, drives awareness and leads through products such as search
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-only subscription offerings reflect the digital distribution of our publications.
•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. We continue to focus on expanding our content offerings and enhancing our product suite to meet the needs
of our consumers and leverage our expansive organic audience.
Print and commercial revenues
Print and commercial revenues at the Newsquest segment were $156.8 million in 2025 compared to $160.0 million in
2024, which comprised 66% of total Newsquest segment revenues, down from 67% 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:
•Print advertising is mainly derived from local and national advertising runs in our print products, such as our daily or
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.
In the Newsquest markets, Print circulation revenues are largely single-copy based, with approximately 82% derived from
single-copy sales in 2025.
Production and distribution
As of December 31, 2025, 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 the USA TODAY Media segment, as
discussed 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
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Our Newsquest segment operations and affiliated digital platforms compete for advertising and marketing spend with a
broad range of media and technology companies, including social media platforms, advertising networks, 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, as well as other programmatic buying channels.
We also compete for circulation and readership against other news and information outlets as well as other content creators,
some of which offer their content free of charge.
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, and 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.
The Newsquest segment operates with a focus on audience reach and engagement in the digital media industry through an
emphasis 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.
LocaliQ segment
Our LocaliQ segment provides digital advertising and marketing products and solutions to help local businesses reach
customers and grow their business. LocaliQ's cloud-based platform offers a suite of integrated 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. The product suite also includes 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 LocaliQ benefits from several strengths that differentiate it in the digital marketing solutions landscape. Our
scaled sales force, long-standing presence in the communities in which we operate, and vast data accumulated through decades
of campaign management enable us to understand local business needs and consumer behavior. These strengths support
efficient customer acquisition, targeted campaign optimization, and reliable performance - factors that are increasingly
important as digital marketing becomes more complex. 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 LocaliQ segment provides a scalable business model due to its consistent customer budget retention rates,
averaging 95% in 2025. In addition, we believe that ongoing investment in our core platform and in our product suite are
critical to growing the number of core platform customers. As of December 31, 2025, our core platform average customer count
was approximately 13,300 at our LocaliQ segment. Refer to "Key Performance Indicators" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" below for further discussion of core platform average customer
count.
LocaliQ 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. LocaliQ identifies the biggest
opportunities across our product suite and provides solutions by recommending the right mix of product features on the
platform and by providing data-driven performance measurement and reporting.
Our products and solutions focus on three key categories local businesses need to manage in order to grow:
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•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 accounted for 66% of our LocaliQ segment's total revenues for the year
ended December 31, 2025.
•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 LocaliQ segment has sales operations in the U.S.,
Canada, New Zealand, Australia, and the U.K., as well as support services in India. During 2025, approximately 94% of our
LocaliQ segment revenues were generated in North America and the remaining 6% from other international markets. All
LocaliQ 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 several 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 LocaliQ 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 AI. 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
Our production and distribution facilities are subject to various federal, state, local, and foreign environmental laws. Our
operations use inks, solvents, and fuels, for which the use, management, and disposal of certain of these substances are
regulated by environmental agencies. 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.
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Raw materials
Newsprint, which is one of the raw materials used in our print publications, has been and may continue to be subject to
significant price changes from time to time. During 2025, we purchased newsprint as well as other specialty paper grades from
13 domestic and global suppliers with three of the mills in the United States. Additionally, during 2025, 8% of our domestic
newsprint purchases contained recycled content. Our total consumption was approximately 78,000 metric tons in 2025, a
decrease of 18% from 2024, which included consumption by our owned and operated print sites, third-party printing sites, and
Newsquest, and includes consumption for USA TODAY Co. products as well as products printed commercially for third-
parties. Newsprint capacity, including the number of newsprint suppliers, has been impacted by the closure and consolidation of
newsprint mills and the conversion of newsprint mills to other products or grades of paper. North American suppliers are
becoming a larger share of the global market. The domestic supply of newsprint is susceptible to supply chain disruptions and
pricing volatility tied to economic and geopolitical factors, including tariffs and retaliatory tariffs. In addition, 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.
Macroeconomic environment
We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,
trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and
political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted
and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in
demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop
spend.
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan
facility, which as of December 31, 2025, accounted for approximately 75% 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
We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from
seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related
spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,
which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Human capital resources
We believe our employees represent our greatest asset and the foundation of our business, making day-to-day operations
possible while driving future success. Nurturing a broad range of experiences, opinions, perspectives and capabilities aligned to
our shared values, our people enable our organization to deliver value to our customers and communities.
Enabling a positive experience for all employees remains a top priority at USA TODAY Co. Aligned to our purpose, we
endeavor to provide engaging work and to foster a learning culture that supports our employees' ability to reach their goals and
continue to develop new skills and capabilities. We invest in leadership development to enable managers to build strong team-
based connections and to support effective manager and employee dialogue. Culture building is a priority on a local, divisional
and enterprise level. Our efforts include encouraging volunteer participation in our employee-led employee resource groups
("ERGs"), with thirteen active ERGs operating in the Company as of December 31, 2025. ERG leaders set annual goals to
nurture our "Career, Culture, Company, and Community" objectives that help guide topics for programming and live
discussions. Our programming and consistent communication across our entire workforce includes intersectional ERG events,
monthly town hall meetings with our Chief Executive Officer and senior leadership, and many communication channels,
including, for 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 their experience,
including their challenges, aspirations and accomplishments. Annually, the performance management process begins with goal
setting and includes structure for regular manager feedback and coaching. We incorporate individual development plans to
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assist with the career growth and learning plans for employees. During 2025, we continued to focus on enabling management
effectiveness by sharing specific programs, tools, forums, and communications for managers. We also implemented tailored
mentoring programs to further enable the career elevation progress.
As of December 31, 2025, we employed approximately 7,500 employees in the U.S., of which approximately 15% were
represented by labor unions, most of which were affiliated with one of six unions. As of December 31, 2025, there were
approximately 2,000 employees outside of the U.S., including approximately 1,800 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, 2025, there were approximately 78 existing
collective bargaining agreements and one bargaining unit negotiating an initial contract. While we have experienced isolated
work stoppages from time to time, we believe relations with our employees are generally good.
Sustainability initiatives
As a leading media organization, our longstanding corporate social responsibility position is driven by our deep
commitment to the communities we serve. We are focused on maintaining ethical and responsible business practices that
positively impact the world. Essential to USA TODAY Co.'s mission of empowering communities to thrive are the pillars of
our corporate social responsibility platform. We strive to minimize our environmental impact through sustainable business
practices for sourcing, consumption, and waste. We have implemented several initiatives to reduce our use of water, recover
and recycle electricity and fossil fuels when possible, and pursue green energy options where available and we strive to
incorporate sustainability throughout our supply usage and supply chain. In addition, we continue to reduce the number of
printing presses in operation by consolidating print operations, and we are also focused on reducing the square footage of our
office space through the consolidation of offices, in many cases, to more energy efficient spaces. We have implemented best-in-
class carbon accounting software, which has enhanced our ability to collect emissions data across a broader range of assets and
scopes. We recognize that establishing a comprehensive carbon footprint baseline is essential to identifying and implementing
effective emissions-reduction strategies.
We continue to harness employee enthusiasm through Sustainability Forward, an employee resource group focused on
bringing together a community of employees who are passionate about sustainability topics. The group aims to align initiatives
and efforts that support our commitment to sustainability, climate, people, and communities. In 2025, the group hosted monthly
meetings, community initiatives, and company-wide events and training focused on education and climate change solutions.
Corporate governance and public information
The address of USA TODAY Co.'s website is www.usatodayco.com. Stockholders can access a wide variety of
information on USA TODAY Co.'s website, under the "Investor Relations" tab, including corporate governance information,
news releases, Securities and Exchange Commission ("SEC") filings, and information USA TODAY Co. is required to post
online pursuant to applicable SEC and New York Stock Exchange ("NYSE") rules. USA TODAY Co. 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, USA TODAY Co.'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.usatodayco.com. The Company uses its website as a channel of distribution for
important company information and we use the investors.usatodayco.com website as a means of disclosing information that
may be deemed to be material to investors 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 tabs 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
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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 website are not intended to be incorporated by reference into this Annual Report on Form 10-K 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) © 2025 Comscore, Media Metrix, US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2024-December 2025
(b) Newsquest used Adobe Analytics to identify unique visitors between January 2025 and December 2025
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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,
including through the implementation of our strategic initiatives and development of new and enhanced products and
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
interests of our stockholders.
•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
under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default
under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.
•We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.
•Our LocaliQ 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
international political environment, and other events outside of our control, have had, and may in the future have, a
material and adverse impact on our business, financial condition, and results of operations.
•Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the
demographics of the local communities that we serve.
•The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than
provided for in our financial statements and in our projections of future results.
•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.
•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
compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,
and results of operations.
•We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage, govern,
and scale their adoption and use may affect our competitive position, reputation, and could 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.
•Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and
changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic,
engagement, and financial performance.
•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, or the unavailability of the
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materials needed for printing, may materially and adversely affect our business, results of operations and financial
condition.
•The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future
reported results of operations.
•We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition.
•We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual
property protection, our assets may lose value.
•We are subject to environmental and employee safety and health laws and regulations that could cause us to incur
significant compliance expenditures and liabilities.
•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 or retain skilled or
experienced 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
pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during
periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive
program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to
be reduced.
•A number of our employees are unionized, and our business and results of operations could be materially adversely
affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency
of our operations.
•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,
could materially adversely affect the market price of our Common Stock.
•We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay
dividends, and we may not be able to pay dividends in the future or at all.
•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.
•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
offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of
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,
including through the implementation of our strategic initiatives and development of new and enhanced products and
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
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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 tools by consumers could
result in decreased viewership and engagement with our media content and impact the monetization of our content.
Unauthorized use of our content for generative AI or to train AI models could reduce our ability to control how our content is
used or presented, diminish brand attribution, and decrease the commercial value of our intellectual property. 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 that 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
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industries in which we operate, and the overall economy. As of December 31, 2025, our outstanding indebtedness included (i)
$729.5 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)
$24.1 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").
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 $17.3 million per quarter. 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. Refer to Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated
financial statements for additional discussion regarding our debt.
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 2031 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.
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The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the
interests of our stockholders.
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 its 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
under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default
under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.
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 2027 Notes or 2031
Notes being surrendered. In addition, our ability to repurchase the 2027 Notes and the 2031 Notes is limited by the agreements
governing our existing indebtedness (including the 2031 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.
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Risks Related to Digital Commerce and Media
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 LocaliQ 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 LocaliQ 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
international political environment, and other events outside of our control, have had, and may in the future have, a
material and adverse impact on our business, financial condition, and results of operations.
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Current and future conditions in the economy are inherently uncertain and are impacted by political, market, health and
social events and 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 tariffs imposed or
threatened to be imposed by the U.S. and any retaliatory actions taken by countries facing such tariffs), fluctuating foreign
currency exchange rates, changes in governmental administrations and policies, 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 unpredictable 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, unpredictable 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, actual or threatened 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. 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 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, 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 and our other filings with the SEC. 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.
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Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the
demographics of the local communities that we serve.
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
their businesses, which has reduced and may continue to reduce their advertising spending. Declines in the U.S. economy could
also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and
automotive.
The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than
provided for in our financial statements and in our projections of future results.
Adverse economic conditions in the U.S. and in other areas where we operate may increase our exposure to losses resulting
from financial distress, insolvency and the potential bankruptcy of our advertising customers. Our accounts receivable is stated
at net estimated realizable value, and our allowance for credit losses represents our best estimate of credit exposure and is
determined based on several factors, including the length of time the receivables are past due, historical payment trends and
current economic factors. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.
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.
We have developed trusted brands comprised of our national publication, USA TODAY, and local media organizations
that provide audiences with essential journalism. We believe our reputation and the trust we have built with our audiences have
contributed to our success. We also believe that maintaining and enhancing our brand and reputation is critical to growing our
user base, advertiser relationships, and partnerships. Maintaining and enhancing our reputation and brand depends on many
factors, including factors that are beyond our control. If our products and services do not work as intended, are utilized in
methods not intended, violate the law, or harm individuals or businesses, we may be subject to government investigations,
enforcement actions, lawsuits, or other legal claims. These risks, if realized, may increase our costs, damage our reputation, or
adversely affect our results of operations. Further, changes in government policies, legislation, and scrutiny may result in
heightened compliance requirements and greater risks of litigation and reputational harm. In addition, defending a lawsuit,
regardless of its merit, is costly and may divert management's attention and if our business liability insurance coverage is
inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed. If we fail to
successfully promote and maintain our trusted brand or if we suffer damage to the public perception of our brand, our business,
operating results, and financial condition may be harmed.
Risks Related to International Operations
Our financial results are subject to risks associated with our international operations.
The Newsquest segment operates in the U.K., and the LocaliQ segment has international sales operations in the U.K.,
Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from international operations
comprised 12% of our total revenues for the year ended December 31, 2025. Our ability to manage these international
operations successfully is subject to numerous risks inherent in foreign operations, including:
•Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events;
•Difficulties or delays in developing a network of clients in international markets;
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•Restrictions on the ability of U.S. companies to do business in certain foreign countries;
•Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data
protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of
our products in some jurisdictions or otherwise harm our business;
•International intellectual property laws that may be insufficient to protect our intellectual property or permit us to
successfully defend our intellectual property in international lawsuits;
•Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions,
which could make it more difficult to terminate underperforming employees;
•Currency fluctuations and price controls or other restrictions on foreign currency; and
•Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.
Any of the foregoing factors could materially and adversely impact our international operations, which could harm our
overall business, operating results, and financial condition.
Foreign exchange variability could materially and adversely affect our consolidated operating results.
Our financial statements are denominated in U.S. dollars; however, certain of our operations are conducted in currencies
other than our reporting currency because we conduct operations in foreign jurisdictions. For example, Newsquest operates in
the U.K., and its operations are conducted in foreign currency, primarily the British pound sterling. Weakening in the British
pound sterling to U.S. dollar exchange rate has in the past, and could in the future, diminish Newsquest's contributions to our
results of operations. If the value of currency in any of the jurisdictions where we conduct business weakens as compared with
the U.S. dollar, our operations in those jurisdictions similarly will contribute less to our results. Since our financial statements
are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have
had, and will continue to have, a currency translation impact on our earnings when the results of those operations that are
reported in foreign currencies are translated into U.S. dollars for inclusion in our consolidated financial statements, which
could, in turn, have a material adverse effect on our reported results of operations in a given period or in specific markets.
Risks Related to Personal Information, Cybersecurity, Artificial Intelligence, and Other Technology
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.
Our information systems, both online and on-premise, store and process large amounts of confidential employee data and
data of our subscribers, business customers, prospects, visitors to our websites, attendees at our events and other users, such as
names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and
identity security is critical.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service
providers (including cloud-based service providers) to process the personal information of our employees and users, and for a
variety of other operations, including encryption and authentication technology, employee email, domain name registration,
content delivery to customers, administrative functions (including payroll processing and certain finance and accounting
functions), technology functions (including application development and technology support functions) and other operations.
Accordingly, we depend on the security of our third-party service providers and business partners to protect these functions and
associated data. Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners'
networks, computer systems and services could potentially jeopardize the security of personal information or other confidential
information of our employees, customers or users, including payment card (credit or debit) information.
A significant number of our customers authorize us to bill their payment card accounts directly for all amounts charged by
us. These customers provide payment card information and other personally identifiable information which, depending on the
particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and our
contracts with our card processors, if there is a breach of payment card information that we store, we could be liable to the
banks that issue the payment cards for their related expenses and penalties. In addition, if we fail to follow payment card
industry data security standards, even if there is no compromise of customer information, we could incur significant fines or
lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our
business would be seriously harmed.
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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.
In addition to the risks related to personal information discussed above, because we are a news reporting organization,
cybersecurity risks also include attempts by attackers to manipulate or misrepresent our news reporting. Attackers may use a
blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce
our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques) to
disrupt service or exfiltrate data. Cybersecurity incidents and threats are constantly evolving, increasing the difficulty of
detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the
risk from activities of this nature as a result of operational changes such as significant increases in remote work. To date, no
cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business,
financial condition, or results of operations.
Our systems, and those of the third parties with which we work and on which we rely, also may be vulnerable to
interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity
and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics; or other similar events.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change
frequently and often are not recognized until launched against a target, we or our third-party service providers or business
partners may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means,
such as actions or omissions by an employee or contractor, can also result in a data breach or other cybersecurity incident. A
party that is able to circumvent our security measures could misappropriate our proprietary information or the information of
our employees, vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or
those of our employees, vendors, business partners, customers or users. As a result of any such breaches or incidents, our
employees, vendors, business partners, customers, users or other third parties may assert claims of liability against us and these
activities may subject us to governmental fines or penalties, legal claims, adversely impact our reputation, and interfere with our
ability to provide our products and services, all of which may have an adverse effect on our business, financial condition, and
results of operations. The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused
by security breaches or other cybersecurity incidents.
We have implemented controls and taken other preventative measures designed to strengthen our systems against such
cybersecurity incidents and threats, including measures designed to reduce the impact of a security breach at our third-party
vendors and outsourced service providers. Efforts to prevent hackers from disrupting our service or otherwise accessing our
systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as
technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of or
otherwise negatively impact our products, services, and systems. Although the costs of the controls and other measures we have
taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to
respond to a cybersecurity incident or threat and/or to mitigate any security vulnerabilities that may be identified in the future
could be significant.
There can be no assurance that any security measures we, or our third-party service providers, take will be effective in
preventing a cybersecurity incident that could have a material impact on us. We may need to expend significant resources to
protect against security incidents or to address problems caused by such incidents. If an actual or perceived incident or breach
of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose
customers or users. In addition, if hackers manipulate or misrepresent our news reporting, our reputation could be harmed.
Failure to protect confidential customer data or to provide customers with adequate notice of our privacy policies could also
subject us to liabilities imposed by international or United States federal and state regulatory agencies or courts. We could also
be subject to evolving international, federal and state laws that impose data breach notification requirements, specific data
security obligations, or other customer privacy-related requirements. Our failure to comply with any of these laws or
regulations may have an adverse effect on our business, financial condition, and results of operations.
Privacy and security-related laws and other data security requirements are constantly evolving and may increase our
compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,
and results of operations.
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. For example, the General Data Protection Regulation adopted by the EU
and the Data Protection Act of 2018 in the U.K. impose stringent data protection requirements and significant penalties for
noncompliance; California's Consumer Privacy Act created data privacy rights, which other states have implemented as well. A
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large and increasing portion of the U.S. population is covered by state comprehensive privacy laws which include the ability for
users to opt-out of cookies. These privacy laws, opt-out mechanisms and general privacy awareness by consumers may limit
our access to user data, reducing advertising personalization and digital advertising revenue. See "Risks Related to Digital
Commerce and Media — 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." These laws and regulations may impose disclosure requirements, notice and consent
requirements and specific data security obligations, and may also provide for a private right of action or statutory damages. In
addition, all 50 U.S. states have data breach notification laws. The compliance costs and operational burdens imposed by these
laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice
of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities
imposed by the jurisdictions where we operate. Further, because some of our products and services are available on the internet,
we may be subject to laws or regulations exposing us to liability or compliance obligations even in jurisdictions where we do
not have a substantial presence.
Existing privacy-related laws and regulations are evolving and are subject to potentially differing interpretations.
Enforcement of state privacy laws has become more focused in 2025, with enhanced coordination among state attorneys general
and the California Privacy Protection Agency forming a Consortium of Privacy Regulators and conducting coordinated
investigative compliance efforts.
Various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand
and amend current laws or enact new laws regarding privacy and data protection or increase enforcement efforts under existing
laws. For example, the U.K. Information Commissioner's Office is actively auditing and increasing its enforcement of opt-in
consent, cookie compliance and other U.K. General Data Protection Regulation requirements. In addition, various regulatory
bodies have increased privacy-related enforcement efforts, such as the Federal Trade Commission's enforcement activities
relating to misleading privacy disclosures. Any failure or perceived failure by us, or the third-party service providers upon
which we rely, to comply with laws and regulations that govern our business operations, as well as any failure or perceived
failure by us, or the third-party service providers upon which we rely, to comply with our own posted policies, could result in
claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our customers, users
and advertisers. Each of these potential consequences could materially adversely affect our business and results of operations.
We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage,
govern, and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our
results of operations.
We have incorporated and will likely continue to incorporate AI solutions, products, and services including those both
developed in-house and third party AI products and services, as well as other new technologies into our platform, offerings,
services and features, and these applications have become important and may become more important in our operations over
time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us,
which could impair our ability to compete effectively and adversely affect our results of operations. If our competitors and other
third parties adopt AI applications that use our content without end users visiting our network of websites, our digital
advertising and subscription revenues could be reduced and we could lose additional monetization opportunities.
We have strong cross-functional governance structures to evaluate and introduce AI tools, and while we have licensed
broad access to such tools, they are not yet universally available or adopted. Broad learning and skill development programs
have accompanied tools availability to upskill the workforce for an AI-powered world. In some cases, time constraints and
cultural experimentation practices prevent progress with these efforts. Should we fail to embed AI capability or to seize
automation opportunities, we may lose innovative talent or fail to change operating practices at pace with industry demand.
In addition, the introduction of AI applications into our business may disrupt our relationship with employees and/or result
in labor disputes if the AI tools are viewed as displacing work from newsrooms or other business functions, which could
adversely affect our business and results of operations. Additionally, if the content, analyses, or recommendations that AI
applications assist in producing, or our descriptions of our AI use in contexts where we make AI disclosures, are or are alleged
to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely
affected.
The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such
applications or other confidential data. Any such cybersecurity incidents related to our use of AI applications could adversely
affect our reputation and results of operations and expose us to civil litigation and/or regulatory actions. AI applications also
introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to
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train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’
intellectual property, which could adversely affect our business and results of operations.
AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive
harm, or legal liability. The EU and several U.S. states including California, Colorado, New York, Texas and Utah have
recently enacted AI-focused consumer protection laws. The rapid evolution of AI, including current and future regulation of AI,
could significantly impact our business and will require significant resources to develop, test and maintain our platform,
offerings, services, and features to help us implement AI ethically and in a compliant manner in order to minimize unintended,
harmful impacts.
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.
Third-party subscription-based software services as well as public cloud infrastructure services are utilized to provide
solutions for many of our computing and bandwidth needs. Any interruptions to these services generally could result in the
unavailability of our content sites, and interruptions in service to our subscribers and advertisers and/or our critical business
functions, notwithstanding any contractual service level commitments, business continuity or disaster recovery plans or
agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or
harm to our operations, reputation, and operating results. A transition from these services to different cloud providers would be
difficult to implement and cause us to incur significant time and expense. In addition, if hosting costs increase over time and/or
if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase
disproportionately.
Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content,
and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic,
engagement, and financial performance.
A significant portion of the traffic to, and engagement with, our digital platforms is driven by third-party technology
platforms, including search engines, social media platforms, digital marketplaces, and mobile app stores. These platforms use
proprietary algorithms, ranking criteria, and recommendation systems to determine the visibility, prioritization, and presentation
of content, and we have limited ability to influence or control these systems. Changes to these algorithms, ranking
methodologies, content formats, or platform policies may occur frequently and without notice and may reduce the prominence
or discoverability of our content, resulting in declines in traffic, user engagement, advertising demand, and subscription growth.
In addition, evolving consumer behavior, including the increasing use of AI tools that provide AI-generated answers,
summaries, or content directly to users without directing them to publisher websites, may further reduce referrals to our
platforms and impair our ability to monetize our content. If we are unable to effectively adapt to changes in third-party platform
algorithms, distribution practices, or consumer discovery behaviors, or if these platforms reduce or limit the distribution of our
content, our business, results of operations, and financial condition could be materially and adversely affected.
Additional Risks Related to Our Business
Any significant increase in newsprint costs or disruptions in our newsprint supply chain, or the unavailability of the
materials needed for printing, may materially and adversely affect our business, results of operations and financial
condition.
Our ability to supply the needs of our print operations depends upon the continuing availability of materials needed for
printing, including newsprint, plates and ink, at acceptable prices, and our results of operations may be impacted significantly
by changes in prices or the availability of such materials. The price of newsprint has historically been volatile, and a number of
factors may cause prices to increase, including capacity reductions through the closure and consolidation of newsprint mills or
the conversion of newsprint mills to other products or grades of paper, which has reduced the number of newsprint suppliers
over the years. For example, in January 2026 we received notice that one of our newsprint suppliers was ceasing operations.
Consequentially, the price of newsprint in the marketplace has increased in the first quarter of 2026 and additional increases
may occur. We are actively working to mitigate the impact of this closure. In addition, our supply chain, both domestically and
internationally, is susceptible to disruptions and pricing volatility tied to economic and geopolitical factors, including tariffs and
retaliatory tariffs. We may not be able to secure alternative providers quickly and cost-effectively, which could disrupt our
printing and distribution operations or increase the cost of printing and distributing our newspapers. We generally maintain
approximately 20- to 55-days of newsprint inventory on hand. The timely procurement of necessary production materials is
critical and any significant increase in the cost of newsprint, or undersupply or other significant disruption in the newsprint
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supply chain that could not otherwise be mitigated, or the unavailability of materials needed for printing, could have a material
adverse effect on our business, results of operations and financial condition.
The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect
future reported results of operations.
Our goodwill and indefinite-lived intangible assets, which include mastheads, are subject to annual impairment testing, and
more frequent testing upon the occurrence of certain events or significant changes in our circumstances, to determine whether
the fair value of such assets is less than their carrying value. In such a case, a non-cash charge to earnings may be necessary in
the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2025,
the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $518.8 million,
$164.1 million and $173.7 million, respectively.
We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2025 with the assistance of
third-party valuation specialists and determined that there were no goodwill or intangible impairments.
Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and
market conditions and their impact on operating performance. Changes in key assumptions impacting the analyses could result
in the recognition of additional impairment. There can be no assurance that we will not be required to take an impairment
charge in the future which could have a material adverse effect on our results of operations. While we believe our judgments
represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions,
including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the
capital markets, could lead to future declines in the fair value of a reporting unit. If our future operating results are not in line
with the cash flow forecasts underlying our impairment analysis, we could have an impairment of our goodwill or intangible
assets in the future and such impairment could materially affect our operating results. We continually evaluate whether current
factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and
actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other
long-lived assets. For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or
consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units.
We could be subject to additional tax liabilities, which could adversely affect our operating results and financial
condition.
As a U.S.-based multinational business, we are subject to taxation in U.S. and certain non-U.S. jurisdictions, including the
U.K. Our effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which
we operate and may fluctuate from period to period depending on, among other things, the geographic mix of our profits and
losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in
valuation allowances associated with our deferred tax assets. Changes to enacted tax laws could have an adverse impact on our
future tax rate and tax provision. We may be required to record additional valuation allowances if, among other things, changes
in tax laws or adverse economic conditions negatively impact our ability to realize our deferred tax assets. Evaluating and
estimating our tax provision, current and deferred tax assets and liabilities and other tax accruals requires significant
management judgment, and there are often transactions for which the ultimate tax determination is uncertain.
Our tax returns are subject to review and audit by various tax authorities. Tax authorities may not agree with the treatment
of items reported in our tax returns or positions taken by us, and as a result, tax-related settlements or litigation may occur,
resulting in additional income tax liabilities against us. Although we believe we have appropriately accrued for the expected
outcome of tax reviews and examinations and any related litigation, the final outcomes of these matters could differ from the
amounts recorded in the financial statements. As a result, we may be required to recognize additional tax expense or make
payments related to current or prior periods, or our taxes in the future could increase, which could adversely affect our
operating results and financial condition.
We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual
property protection, our assets may lose value.
Our business depends on our intellectual property, including, but not limited to, our titles, mastheads, content and
proprietary software, which we may attempt to protect through patents, copyrights, trade laws and contractual restrictions, such
as confidentiality agreements. Our proprietary and other intellectual property rights are important to our success and our
competitive position.
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Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and
use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any
misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. Our ability to protect our
own data and intellectual property against infringement may also be impacted by the rapidly evolving regulatory environment
for AI technologies. Any misuse of our intellectual property, including by sources that use AI to scrape data, including our own
content, may have a material adverse effect on our results of operations. If we are unable to procure, protect and enforce our
intellectual property rights, we may not realize the full value of these assets, and our business may suffer. If we must litigate to
enforce our intellectual property rights or determine the validity and scope of the proprietary rights of third parties, such
litigation may be costly and divert the attention of our management from day-to-day operations.
We are subject to environmental and employee safety and health laws and regulations that could cause us to incur
significant compliance expenditures and liabilities.
Our operations are subject to federal, state and local laws and regulations pertaining to the environment, storage tanks and
the management and disposal of wastes at our facilities. Under various environmental laws, a current or previous owner or
operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic
substances or petroleum at that property. Such laws often impose liability on the owner or operator without regard to fault, and
the costs of any required investigation or cleanup can be substantial. Although in connection with certain of our acquisitions we
have rights to indemnification for certain environmental liabilities, these rights may not be sufficient to reimburse us for all
losses that we might incur if a property acquired by us has environmental contamination. In addition, although in connection
with certain of our acquisitions we have obtained insurance policies for coverage for certain potential environmental liabilities,
these policies have express exclusions to coverage as well as express limits on amounts of coverage and length of term.
Accordingly, these insurance policies may not be sufficient to provide coverage for us for all losses that we might incur if a
property acquired by us has environmental contamination.
Our operations are also subject to various employee safety and health laws and regulations, including those pertaining to
occupational injury and illness, employee exposure to hazardous materials and employee complaints. Environmental and
employee safety and health laws tend to be complex, comprehensive and frequently changing. As a result, we may be involved
from time to time in administrative and judicial proceedings and investigations related to environmental and employee safety
and health issues. These proceedings and investigations could result in substantial costs to us, divert our management's attention
and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined that we are not in
compliance with applicable laws and regulations, or if our properties are contaminated, it could result in significant liabilities,
fines or the suspension or interruption of the operations of specific printing facilities. Future events, such as changes in existing
laws and regulations, new laws or regulations or the discovery of conditions not currently known to us, may give rise to
additional compliance or remedial costs that could be material.
Risks Related to Pension Obligations and Employees
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.
We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under
collective bargaining agreements. Our retirement plans include (i) the Gannett Retirement Plan (the "GR Plan"), (ii) the Gannett
Retirement Plan for Certain Union Employees, (iii) the Newsquest Pension Scheme in the U.K., (iv) the Newspaper Guild of
Detroit Pension Plan, (v) the George W. Prescott Publishing Company Pension Plan and (vi) the Times Publishing Company
Defined Benefit Pension Plan.
We also participate in certain multiemployer pension plans and because of the nature of multiemployer pension plans, there
are risks to us associated with participation in these plans. For example, in the event of the termination of a multiemployer
pension plan, or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur
material withdrawal liabilities.
Our pension plans invest in a variety of equity and debt securities. Future volatility and disruption in the equity and bond
markets could cause declines in the asset values of our pension plans. As of December 31, 2025, the value of our pension assets
exceeded our pension benefit obligations and our retirement plans were overfunded by approximately $171.2 million on a U.S.
generally accepted accounting principles ("U.S. GAAP") basis.
Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic,
financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future
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investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of
future pension contributions.
The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract or retain skilled or
experienced personnel in the future may materially and adversely affect our ability to operate or grow our business
effectively.
The success of our business depends heavily on our ability to attract, engage and retain knowledgeable, experienced
personnel that execute critical functions for us, any of whom may be difficult to replace. We may be constrained in hiring and
retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector,
hiring freezes, public health crises, or due to challenging macroeconomic market conditions. Additionally, the cost of retaining
or hiring such employees could exceed our expectations, which could materially and adversely affect our results of operations,
and labor constraints may limit our profitability due to the impact of rising wages.
We must continually evaluate and upgrade our base of available qualified personnel through recruiting and training
programs to keep pace with changing needs and emerging technologies. This is especially acute for individuals with critical
information technology capabilities and other technology skills that are in high demand by many companies, as competition for
such individuals with proven professional skills is intense, and we expect demand for such individuals to remain strong for the
foreseeable future. Qualified personnel with relevant skills may not be available to us in sufficient numbers and on terms of
employment acceptable to us. A shortage of qualified employees, as well as increased turnover rates, could have an adverse
impact on our productivity and costs, our ability to expand, develop and distribute new products, our entry into new markets,
and our ability to achieve our business goals. In addition, as we continue to implement our business strategy and transform the
organization, cost control initiatives have resulted in a reduced workforce, causing management to operate with reduced
capacity. Reduced staffing levels may materially and adversely affect our ability to conduct our operations and other functions
effectively and impact our profitability and cash flow, especially under economic pressures.
Further, if we are unable to have competitive compensation programs, the incentives provided by our securities or by other
compensation and benefits arrangements are ineffective, or there are perceived or actual limitations for growth opportunities,
we may experience increased turnover and loss of critical capabilities. While we have entered into letter agreements with
certain of our key personnel, these agreements do not ensure that such personnel will continue in their present capacity with us
for any particular period of time and we do not have agreements with all of our critical personnel. Further, we do not have key
employee insurance for any of our current management or other key personnel. The loss of any key personnel or critical
employee would require our remaining key personnel to divert immediate and substantial attention to seek a replacement. The
loss of the services of any of our existing key personnel, including senior officers and critical talent, as a result of competition
or for any other reason, or an inability to find a suitable replacement for any departing key employee on a timely basis could
materially and adversely affect our ability to operate or grow our business.
We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price
pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during
periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive
program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to
be reduced.
We rely upon equity awards including restricted stock awards, restricted stock units and preferred stock units as a
component of our employee and director compensation programs to align our directors', officers' and employees' interests with
the interests of our stockholders, to attract and retain key talent and provide competitive compensation packages. During
periods in which our stock price declines, we may be required to issue equity awards under the terms of our existing incentive
plan covering a larger number of shares than anticipated to meet the current market level of compensation required to retain key
employees given the strong demand for talent. We also may be required to use a greater percentage of our cash flow for
incentive, retention and hiring payments, which would reduce the cash flow available for other purposes and could have a
material adverse effect on our ability to attract and retain talent necessary to run our business. Our stock price also may face
incremental downward pressure as employees sell more shares into the market than anticipated. In addition, stockholders may
experience additional dilution to the extent we are required to seek, and we obtain, stockholder approval to expand the size of
our employee equity incentive pool in order to maintain a competitive compensation position.
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A number of our employees are unionized, and our business and results of operations could be materially adversely
affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency
of our operations.
As of December 31, 2025, we employed approximately 7,540 employees in the U.S., of whom approximately 1,200 (or
approximately 15%) were represented by six unions. Of the unionized employees, approximately 47% are in five states. Ohio,
New Jersey, Illinois, Michigan, and Florida represented 11%, 10%, 9%, 9%, and 8% of our union employees, respectively.
Although the Rochester Democrat and Chronicle engaged in a short-lived strike in 2024, our other newspapers have not
experienced a union strike in the recent past nor do we anticipate a union strike to occur, we cannot preclude the possibility that
a strike may occur at one or more of our newspapers at some point in the future. We believe that, in the event of a newspaper
strike, we would be able to continue to publish and deliver to subscribers, which is critical to retaining advertising and
circulation revenues, although there can be no assurance of this. Further, settlement of actual or threatened labor disputes or an
increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor
costs, productivity and flexibility.
Risks Related to the Termination of our Relationship with our Former Manager
Our 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, 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.
Pursuant to, and prior to the termination of, the Former Management Agreement, the Former Manager assumed no
responsibility other than to render the services called for thereunder in good faith and was not responsible for any action of our
Board of Directors in following or declining to follow its advice or recommendations. The Former Manager, its members,
managers, officers and employees are not liable to us or any of our subsidiaries, to our Board of Directors, or our or any
subsidiary's stockholders or partners for any acts or omissions by the Former Manager, its members, managers, officers or
employees, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the
Former Manager's duties under the Former Management Agreement that occurred prior to its termination. Pursuant to the
Termination Agreement, our indemnification obligations to the Former Manager and its affiliates under the Former
Management Agreement survived its termination. In addition, pursuant to the Termination Agreement, the Former Manager
will be held harmless with respect to certain acts and omissions performed in connection with the Termination Agreement
except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the
Former Manager's performance under the Termination Agreement. As a result, we may incur liabilities as a result of certain acts
or omissions by the Former Manager, which could materially and adversely impact our business and results of operations.
Risks Related to our Common Stock
Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate
liquidity.
The market price of our Common Stock may fluctuate widely, depending upon many factors, some of which may be
beyond our control. These factors include, without limitation:
•Risks and uncertainties associated with public health matters and other events outside of our control;
•Our business profile and market capitalization may not fit the investment objectives of any stockholder;
•A shift in our investor base;
•Our quarterly or annual earnings, or those of other comparable companies;
•Actual or anticipated fluctuations in our operating results;
•Risks relating to our ability to meet long-term forecasts;
•Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic
developments and other material events;
•The failure of securities analysts to cover our Common Stock;
•Changes in earnings estimates by securities analysts or our ability to meet those estimates;
•The operating and stock price performance of other comparable companies;
•Negative public perception of us, our competitors, or industry;
•Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other
conditions affecting the financial and capital markets;
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•Changes in accounting standards, policies guidance, interpretations or principles; and
•General economic conditions.
In addition, our Board of Directors has authorized the repurchase of up to $100 million of our Common Stock (the "Stock
Repurchase Program"). The amount and timing of the purchases, if any, will depend on a number of factors, including, but not
limited to, the price and availability of the shares, trading volume, capital availability, Company performance and general
economic and market conditions. Further, future repurchases under our Stock Repurchase Program may be subject to various
conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a
waiver or similar relief. The Stock Repurchase Program will continue in effect until the approved dollar amount has been used
to repurchase shares or the program is terminated by further action of the Board of Directors. This repurchase program has no
termination date and may be suspended or discontinued at any time. The Stock Repurchase Program does not require us to
repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure
stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase
Program or that it will enhance long-term stockholder value. Our stock repurchases, if any, could affect the trading price of our
stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may
result in a decrease in our stock price.
Further, stock markets in general and recently have experienced volatility that has often been unrelated to the operating
performance of a particular company. These broad market fluctuations may adversely affect the trading price of our Common
Stock. Additionally, these and other external factors have caused and may continue to cause the market price and demand for
our Common Stock to fluctuate, which may limit or prevent investors from readily selling their shares of Common Stock and
may otherwise negatively affect the liquidity of our Common Stock. Further, an unpredictable or volatile U.S. political
environment could negatively impact business and market conditions, economic growth, financial stability, and business,
consumer, investor, and regulatory sentiments, any one or more of which could have a material adverse impact on our stock
price, financial condition and results of operations.
Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes,
could materially adversely affect the market price of our Common Stock.
Sales or issuances of substantial amounts of shares of our Common Stock, or the perception that such sales or issuances
might occur, could adversely affect the market price of our Common Stock. The issuance of our Common Stock in connection
with property, portfolio or business acquisitions or the settlement of awards that may be granted under our Incentive Plans (as
defined below) or otherwise could also have an adverse effect on the market price of our Common Stock.
In accordance with the Investor Agreement among the Company and the holders of the 2027 Notes (the "2027 Holders")
and the Registration Rights Agreement among the Company and holders of the 2031 Notes (together with the 2027 Holders, the
"Holders"), in each case establishing certain terms and conditions concerning the rights and restrictions on the respective
Holders with respect to the Holders' respective ownership of the 2027 Notes or the 2031 Notes, the Holders have certain
registration rights with respect to the shares of Common Stock to be issued upon conversion of the 2027 Notes or the 2031
Notes. In addition, Holders who receive Common Stock upon conversion of the 2027 Notes or the 2031 Notes may be able to
sell these shares of Common Stock pursuant to any applicable exemption under the Securities Act of 1933, as amended, or the
rules promulgated thereunder, including Rule 144, if applicable. If significant quantities of the Common Stock are sold, or if it
is perceived that they may be sold, the trading price of the Common Stock could go down.
We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay
dividends, and we may not be able to pay dividends in the future or at all.
We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in
the future. In addition, our 2029 Term Loan Facility contains terms that restrict our ability to pay dividends or make other
distributions. Under the 2029 Term Loan Facility, we can only pay cash dividends up to an agreed-upon amount and provided
that the ratio of Total Indebtedness secured on an equal priority basis with the 2029 Term Loan Facility (net of Unrestricted
Cash) to Consolidated EBITDA (as such terms are defined in the 2029 Term Loan Facility) does not exceed a specified ratio.
The 2031 Notes Indenture contains similar dividend restrictions. The 2031 Notes Indenture also provides that, at any time our
Total Gross Leverage Ratio (as defined in the 2031 Notes Indenture) exceeds 1.50 to 1.00 and we approve the declaration of a
dividend, we must offer to purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend. This
repurchase offer requirement may make it impractical to declare and pay dividends at any time that the requirement is in effect.
Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.
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Any determination by our Board of Directors regarding dividends will depend on a variety of factors, including our U.S.
GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of
cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee
regarding the timing and amount of any dividends. Our ability to pay dividends in the future will depend on our future financial
performance, which, in turn, depends on the successful implementation of our strategy and on financial, competitive,
regulatory, technical and other factors, general economic conditions, demand and selling prices for our products, and other
factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate
free cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases
in costs, capital expenditures, or debt servicing requirements.
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.
We have issued and may continue to issue equity in order to raise capital or in connection with future acquisitions and
strategic investments, which would dilute investors' percentage ownership in the Company. In addition, a stockholder's
percentage ownership may be diluted if we issue equity-linked instruments, such as our 2027 Notes and 2031 Notes. Further,
the percentage ownership of our existing stockholders may be diluted in the future as a result of any issuances of our shares
upon exercise of any outstanding options, or issuances of shares under our equity incentive plans.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, a stockholder's
ownership interest in the Company may be diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect a stockholder's rights. Debt and equity financings, if available, may involve agreements that
include covenants limiting or restricting our ability to take specific actions, such as redeeming our shares, making investments,
incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell
or license intellectual property rights.
The percentage ownership of our existing stockholders may be diluted in the future as result of the issuance of Common
Stock due to conversion of the 2027 Notes or the 2031 Notes. Each 2027 Note and each 2031 Note may be converted into
shares of Common Stock at an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of Notes
(subject to adjustment as provided in the Indenture, the "Conversion Rate"). Based on the number of shares outstanding on
February 20, 2026, conversion of all of the 2027 Notes and all of the 2031 Notes into Common Stock (assuming no adjustments
to the Conversion Rate) would result in the issuance of an aggregate of 49.6 million shares of the Common Stock representing
approximately 25% of the shares outstanding as of February 20, 2026 and conversion of all of the 2027 Notes and 2031 Notes
into Common Stock (assuming the maximum increase in the Conversion Rate as a result of certain events, including, subject to
exceptions as described in the Indenture, the acquisition of 50% or more of voting power of our securities by a person or group,
a stockholder-approved liquidation of us, the delisting of our Common Stock, or certain changes of control, but no other
adjustments to the Conversion Rate) would result in the issuance of an aggregate of 158.1 million shares of the Common Stock
representing approximately 52% of the shares outstanding as of February 20, 2026. To our knowledge, a majority in aggregate
principal amount of the outstanding 2031 Notes are held by entities controlled, managed or advised by a large financial sponsor.
In the event that a holder of a majority or even a significant portion of the 2031 Notes were to convert their notes into Common
Stock, such a holder 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. From time to time, investors (including holders of a
significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to
predict or monitor such ownership.
Any sales of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our
Common Stock. In addition, the existence of the 2027 Notes and the 2031 Notes may encourage short selling by market
participants because the conversion of the 2027 Notes or the 2031 Notes could be used to satisfy short positions. Further, the
anticipated possibility of conversion of the 2027 Notes or the 2031 Notes into shares of our Common Stock could depress the
price of our Common Stock.
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 amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law contain
provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids
unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board of Directors rather than
to attempt a hostile takeover. These provisions provide for:
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•Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws
regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation
and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of
our capital stock entitled to vote thereon;
•Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity
only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to
vote thereon;
•Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of
stockholders entitled to vote in the election of directors;
•Our Board of Directors to determine the powers, preferences and rights of our preferred stock and to issue such
preferred stock without stockholder approval;
•Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent
stockholders from calling special meetings of our stockholders;
•Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual
meetings;
•A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common
Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the
issued and outstanding shares of our Common Stock can elect all the directors standing for election; and
•Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our
amended and restated bylaws, only by unanimous written consent.
Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if
the transaction is considered favorable to stockholders. These anti-takeover provisions could substantially impede the ability of
stockholders to benefit from a change in control or a change in our management and Board of Directors and, as a result, may
adversely affect the market price of our Common Stock and a stockholder's ability to realize any potential change of control
premium.
Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future
offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of
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.
Our ability to be competitive in the marketplace is dependent on the availability of adequate capital. We may raise
additional capital through the issuance of debt or equity securities (including preferred stock) from time to time. There is no
guarantee that we will file or have an effective shelf registration statement on file with the SEC, which could impact our ability
to engage in future offerings and could impair our ability to raise additional capital quickly in response to changing
requirements and market conditions.
In addition, upon liquidation, holders of our debt securities (including holders of our 2031 Notes and 2027 Notes) and
preferred stock, if any, and lenders with respect to other borrowings (including the lenders under the 2029 Term Loan Facility)
will be entitled to our available assets prior to the holders of our Common Stock. Preferred stock could have a preference on
liquidating distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our
Common Stock.
Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other
factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of
our Common Stock bear the risk of our future offerings reducing the market price of our Common Stock and diluting the value
of their holdings in our stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
34
ITEM 1C. CYBERSECURITY
Risk management and strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats
(as such term is defined in Item 106(a) of Regulation S-K), including, among other things, operational risks, intellectual
property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and
legal risks, and reputational risks.
We employ various processes and controls to aid in our efforts to identify, assess, and manage our material risks from
cybersecurity threats and to protect against, detect, and respond to cybersecurity incidents (as such term is defined in Item
106(a) of Regulation S-K). To identify and assess material risks from cybersecurity threats, we consider and gather information
with respect to the confidentiality, integrity, and availability of our information systems (as defined in Item 106(a) of
Regulation S-K). We have adopted policies and procedures that are designed to assist us with managing identified risks at a
system and organizational level and with assessing the materiality of the risk, its severity, and potential mitigations or
remediations. Our enterprise risk management program considers cybersecurity threat risks alongside other company risks as
part of our overall risk assessment process.
The cybersecurity risk identification process includes: (i) identifying information systems and assets, including physical
and virtual devices, software, data, data transfers, external systems, and cloud resources; (ii) reviewing organizational business
processes, identities, access, and roles (including privileged access), asset configurations, technology policies, standards,
controls, and processes; (iii) determining if those systems or assets process or store customer and/or employee personal data,
(iv) analyzing the criticality of systems, assets and business processes and sensitivity of data; and (v) identifying vulnerabilities
and threats to the identified systems, assets, data, and processes, from both internal and external sources, including through
threat intelligence, previous cybersecurity incidents, and third-party assessments.
Our processes also consider cybersecurity risks associated with our use of third-party service providers and business
partners, including those in our supply chain and those who have access to our customer and employee data or our information
systems. Identified third-party service provider and business partner risks are managed by our cybersecurity risk management
program. In addition, cybersecurity and privacy considerations affect the selection and oversight of our third-party service
providers and business partners, as well as third-party specific integration plans. Additionally, we generally require those third
parties that could introduce significant cybersecurity or data privacy risk to us to agree by contract to comply with applicable
data protection laws, and to manage their cybersecurity risks by implementing appropriate technical and organizational
measures, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.
We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation
processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training,
threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and
assessments performed by qualified security personnel and by third-party firms. As part of the above-described processes, we
engage with third-party firms to perform independent assessments, including internal and external penetration tests,
configuration assessments, security plan and program assessments, compliance assessments, and incident response readiness
exercises to help identify areas for continued focus, improvement and/or compliance.
Identified risks are evaluated and assessed by the Company's security review council, comprised of various security,
technology, legal and privacy staff members and management. A member of management is assigned as the risk owner and
takes an active role in managing the risk, including approving the risk response and risk treatment plan, as well as participating
in assessing any residual risk after implementation of the treatment plan. Our Chief Information Security Officer oversees our
cybersecurity risk management program.
In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology
and Data Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management
responsible for the function where the risk has been identified. The risk is then reviewed by the Disclosure Committee, which
includes among others, the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief
Accounting Officer to determine whether the risk is material for disclosure purposes in accordance with applicable rules and
regulations.
In 2025, our business strategy, results of operations, and financial condition were not materially affected by risks from
cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any
future material incidents. We describe whether and how risks from identified cybersecurity threats, including as a result of any
35
previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business
strategy, results of operations, or financial condition, under the heading "Risks Related to Personal Information, Cybersecurity,
Artificial Intelligence, and Other Technology" under Risk Factors in this Annual Report on Form 10-K, which disclosures are
incorporated by reference herein.
Governance
Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of
Directors and management. Our Board of Directors has delegated oversight of risks from cybersecurity threats to its
Nominating and Corporate Governance Committee (the "Governance Committee"). Quarterly or as needed, our directors
receive an overview from management of our cybersecurity program and strategy covering topics such as cybersecurity
incidents and response, progress towards pre-determined risk-mitigation-related goals, results from third-party assessments,
cybersecurity staffing, compliance status, and material cybersecurity threat risks or incidents and developments, as well as the
steps management has taken to respond to any such risks. In such sessions, our Chief Information Security Officer is available
to the directors to discuss any relevant cybersecurity matters. In addition, at least bi-annually, the Chief Information Security
Officer reports to the Governance Committee about cybersecurity threat risks, among other cybersecurity related matters.
Our cybersecurity risk management and strategy processes discussed above are led by our Chief Information Security
Officer and Chief Technology and Data Officer. Specifically, our Chief Information Security Officer has approximately 11
years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public
media companies and is a certified boardroom Qualified Technology Expert and Certified Information Systems Security
Professional.
ITEM 2. PROPERTIES
Our corporate headquarters are located in New York, New York, where we lease approximately 24 thousand square feet,
under a lease agreement terminating in May 2031. We also have an executive office in Pittsford, New York, where we lease
approximately 7 thousand square feet under a lease agreement terminating in December 2026.
Our USA TODAY Media facilities, which are all domestic, occupy approximately 3.9 million square feet in the aggregate,
of which approximately 3.0 million square feet are leased from third parties. Leased facilities include news bureaus, sales
offices, and distribution centers. We own some of the plants that house most aspects of the publication process but in certain
locations have outsourced printing or combined the printing of multiple publications.
Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 420 thousand square feet in the U.K.
spread over 55 locations. Of this, approximately 270 thousand square feet spread over 44 locations are leased from third parties,
including three production facilities. Included in Newsquest's 11 owned premises is one production facility.
LocaliQ is headquartered in Woodland Hills, California, and has sales offices in two states: California and Texas, which
occupy approximately 84 thousand square feet. In addition, LocaliQ leases approximately 11 thousand square feet across five
locations in two countries: Australia and New Zealand. Excluded from the international square footage but included in location
counts are serviced office spaces.
All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our 2029
Term Loan Facility, 2027 Notes and 2031 Notes. We believe our current facilities, including the terms and conditions of the
relevant lease agreements, are adequate to operate our businesses as currently conducted.
ITEM 3. LEGAL PROCEEDINGS
Information regarding legal proceedings may be found in Note 14 — Commitments, contingencies and other matters —
Legal Proceedings of the notes to the Consolidated financial statements, which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market information and holders
Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "TDAY."
As of February 20, 2026, there were approximately 3,432 holders of record of our Common Stock.
Dividends
We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in
the future. In addition, the terms of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have
terms that restrict our ability to pay dividends.
Issuer purchases of equity securities
Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our
Common Stock, par value $0.01 per share. Repurchases may be made from time to time through open market purchases or
privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and
other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not
limited to, the price and availability of the Company's shares, trading volume, capital availability, Company performance and
general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time.
Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our
various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief. The Stock
Repurchase Program will continue in effect until the approved dollar amount has been used to repurchase shares or the program
is terminated by further action of the Board of Directors. The Stock Repurchase Program does not require us to repurchase any
specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure stockholders that any
specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program or that it will
enhance long-term stockholder value.
During the year ended December 31, 2025, we did not repurchase any shares of Common Stock under the Stock
Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was
approximately $96.9 million.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
We are a diversified media company with expansive reach at the national and local level dedicated to empowering and
enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions
company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK,
comprised of the national publication, USA TODAY, and our network of local properties, in the United States (the "U.S."), and
Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential journalism, local
content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where
consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with
innovative digital marketing products and solutions.
In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the
names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital
Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and
reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on
Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"
"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its
subsidiaries.
We report in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that
includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad
corporate functions. A full description of our reportable segments is included in Note 15 — Segment reporting in the notes to
the Consolidated financial statements.
Strategy and executive summary
We are focused on becoming a sustainable, growth‑driven media and digital marketing solutions company. Our strategy is
rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii)
strengthening our capital structure, all supported by an increasingly integrated operating foundation, including modernized
technology systems, automated workflows, enhanced data capabilities, and continued investment in our people and talent
development. Our strategy unifies trusted journalism and digital innovation under one brand: USA TODAY Co. and is
represented by our motto, "National voice. Local strength." Our consolidated results for the year ended December 31, 2025,
reflect the execution of our operating priorities, including the changes in our mix of revenues, cost structure, and capital
allocation.
Expand reach and engagement with our customer segments
We aim to grow and strengthen our large national and local audiences across our USA TODAY Media, Newsquest, and
LocaliQ segments by delivering relevant content and expanded offerings, and as of December 31, 2025, we have built one of
the largest digital audiences in the U.S. media sector, both locally and nationally.
Diversify digital revenues
We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,
maximizing yield, and tailoring opportunities to individual consumer behavior. We aim to accomplish this by offering a wide
range of solutions across advertising, subscriptions, and commerce, while increasingly leveraging our existing content to power
syndication, affiliate, content and AI partnerships, as well as licensing arrangements. As a result of these efforts, as of
December 31, 2025, total Digital revenues as a percentage of total revenues increased by two percentage points to 46%
compared to 44% at December 31, 2024.
Strengthen our capital structure
We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth
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initiatives with the goal to support long‑term financial resilience and innovation. During the year ended December 31, 2025, we
repaid $135.5 million of long-term debt and as of December 31, 2025 had cash provided by operating activities of $114.4
million. 
Industry trends
We have considered several industry trends when assessing our strategy:
•Print advertising and Print circulation revenues have and are expected to continue to decline as our audience
increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the
declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and
revenue streams.
•Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases.
•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but
not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence.
We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising
performance and reduced spending.
•We rely on third-party platforms from large technology companies, particularly search engines, social media
platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our
content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can
influence both the type of media we acquire and the associated costs. We continue to adapt by diversifying our digital
strategies and optimizing content distribution to mitigate these impacts.
•The application of AI and the rapid rate of change within the AI ecosystem is increasing the pace of change in the
media sector.
Recent developments
On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News
Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with
incremental debt financing under our 2029 Term Loan Facility in an aggregate principal amount equal to $15.0 million from
funds managed by affiliates of Apollo Global Management Inc.  As part of the financing, certain terms of our 2029 Term Loan
Facility, as described in Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated financial statements,
were amended. Subsequent to the Detroit News Transaction the 2029 Term Loan Facility will bear interest at an annual rate
equal to Adjusted Term SOFR plus a margin of 4.5% with a floor of 150 basis points.  
Recently enacted U.S. tax legislation
On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced
significant tax law changes with varying effective dates for businesses. We have evaluated the provisions of the Act on the
Consolidated financial statements, and its impact was included in our income tax provision for the year ended December 31,
2025. Key provisions of the Act applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining
adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimental expenditures,
and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. Beginning with
2026, the legislation also makes changes to the Global Intangible Low-Taxed Income regime, including an increase in the
effective tax rate and modifications to the calculation of tested income. As a result of the changes in determining adjusted
taxable income under Section 163(j), the Company's limitation on the deductibility of business interest expense and our
corresponding valuation allowance on non-deductible U.S. interest expense carryforwards was reduced.
Macroeconomic environment
We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,
trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and
political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted
and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in
demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop
spend.
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan
facility (the "2029 Term Loan Facility"), which as of December 31, 2025, accounted for approximately 75% of our outstanding
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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
We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from
seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related
spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,
which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Foreign currency
Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in
regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars
at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the
balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our
international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to
other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During
the year ended December 31, 2025, foreign currency exchange rate fluctuations had a positive impact on our revenues and
profitability.
Reclassifications
Certain reclassifications have been made to the prior years' Consolidated financial statements to conform to classifications
used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.
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RESULTS OF OPERATIONS
Consolidated summary
A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by
segment.
Year ended December 31,
In thousands, except per share amounts
2025
2024
$ Change
% Change
2023
$ Change
% Change
Digital(a)
$1,056,070
$1,103,651
$(47,581)
(4)%
$1,050,370
$53,281
5%
Print and commercial(b)
1,246,156
1,405,664
(159,508)
(11)%
1,613,180
(207,516)
(13)%
Total revenues
2,302,226
2,509,315
(207,089)
(8)%
2,663,550
(154,235)
(6)%
Operating costs
1,410,788
1,545,584
(134,796)
(9)%
1,692,031
(146,447)
(9)%
Selling, general and administrative
expenses
639,748
703,645
(63,897)
(9)%
722,885
(19,240)
(3)%
Depreciation and amortization
165,759
156,287
9,472
6%
162,622
(6,335)
(4)%
Integration and reorganization costs
31,595
66,155
(34,560)
(52)%
24,468
41,687
***
Asset impairments
2,243
46,589
(44,346)
(95)%
1,370
45,219
***
(Gain) loss on sale or disposal of assets,
net
(16,844)
1,106
(17,950)
***
(40,101)
41,207
***
Interest expense
97,225
104,697
(7,472)
(7)%
111,776
(7,079)
(6)%
Loss (gain) early extinguishment of debt
1,516
(55,559)
57,075
***
(4,529)
(51,030)
***
Equity income in unconsolidated
investees, net
(2,209)
(548)
(1,661)
***
(2,379)
1,831
(77)%
Other (income) expense, net(c)
(26,320)
19,032
(45,352)
***
1,572
17,460
***
Loss before income taxes
$(1,275)
$(77,673)
$76,398
(98)%
$(6,165)
$(71,508)
***
(Benefit) provision for income taxes
(3,030)
(51,286)
48,256
(94)%
21,729
(73,015)
***
Net income (loss)
1,755
(26,387)
28,142
***
(27,894)
1,507
(5)%
Net income (loss) attributable to
noncontrolling interests
6
(33)
39
***
(103)
70
(68)%
Net income (loss) attributable to USA
TODAY Co.
$1,749
$(26,354)
$28,103
***
$(27,791)
$1,437
(5)%
Income (loss) per share attributable to
USA TODAY Co. - basic
$0.01
$(0.18)
$0.19
***
$(0.20)
$0.02
(10)%
Income (loss) per share attributable to
USA TODAY Co. - diluted
$0.01
$(0.18)
$0.19
***
$(0.20)
$0.02
(10)%
*** Indicates an absolute value percentage change greater than 100.
(a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 million and $150.5 million for the years ended December 31, 2025, 2024 and 2023,
respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA
TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented
gross but are eliminated in consolidation.
(b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 million and $186.1 million for the years ended December 31, 2025, 2024 and
2023, respectively.
(c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees
associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,
(gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service
cost.
Revenues
Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated
through multiple services, including search advertising, display advertising, search optimization, social media, website
development, web presence products, customer relationship management, and software-as-a-service solutions, classified
advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our
publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.
Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the
sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,
and revenues from our events business.
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Operating costs
Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs
and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our
marketing solutions and technology infrastructure.
Selling, general and administrative expenses
Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.
Integration and reorganization costs
Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual
restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations.
For the year ended December 31, 2025, we incurred Integration and reorganization costs of $31.6 million. Of the total costs
incurred, $28.9 million were related to severance activities and $2.7 million were related to other reorganization-related costs,
mainly due to $12.8 million of costs associated with improving operations and consolidating facilities and $2.1 million related
to the departure of the Company's former Chief Financial Officer, partially offset by the reversal of withdrawal liabilities
related to multiemployer pension plans of $12.2 million based on the settlement of withdrawal liabilities.
For the year ended December 31, 2024, we incurred Integration and reorganization costs of $66.2 million. Of the total costs
incurred, $15.1 million were related to severance activities and $51.0 million were related to other reorganization-related costs,
including $24.5 million related to withdrawal liabilities, generally paid over a period of approximately 20 years, which were
expensed as a result of ceasing contributions to multiemployer pension plans, and $9.7 million expensed as of the cease-use
date related to certain licensed content, as well as costs associated with facility consolidation and systems implementation.
For the year ended December 31, 2023, we incurred Integration and reorganization costs of $24.5 million. Of the total costs
incurred, $18.5 million were related to severance activities and $6.0 million were related to other costs, including costs for
consolidating operations, primarily related to costs associated with systems implementation and the outsourcing of corporate
functions, partially offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 million based
on settlement of the withdrawal liabilities.
Asset impairments
For the year ended December 31, 2025, we recorded impairment charges of $2.2 million related to our plan to monetize
non-strategic assets.
For the year ended December 31, 2024, we recorded impairment charges of $46.6 million, of which approximately
$46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
For the year ended December 31, 2023, we recorded impairment charges of $1.4 million related to our plan to monetize
non-strategic assets.
(Gain) loss on sale or disposal of assets, net
For the year ended December 31, 2025, we recognized a net gain on the sale of assets of $16.8 million, primarily related to
a gain of $20.8 million related to the sale of the Austin American-Statesman, partially offset by a loss of $5.4 million on the
sale of a non-strategic asset at the USA TODAY Media segment.
For the year ended December 31, 2024, we recognized a net loss on the sale of assets of $1.1 million, primarily related to
net losses of $1.7 million at the USA TODAY Media segment and $0.2 million at our Corporate category, partially offset by a
net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2023, we recognized a net gain on the sale of assets of $40.1 million, primarily related to
a net gain of $38.9 million at the USA TODAY Media segment due to the sales of production facilities as part of our plan to
monetize non-strategic assets, and a gain of $1.4 million at our Corporate category related to the sale of intellectual property.
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Interest expense
For the years ended December 31, 2025, 2024 and 2023, Interest expense was $97.2 million, $104.7 million and $111.8
million, respectively.
The decrease in interest expense for the year ended December 31, 2025 compared to 2024, was primarily due to a lower
debt balance driven by quarterly amortization and required prepayments on our $900.0 million five-year first lien term loan
facility (the "2029 Term Loan Facility"), which on October 15, 2024, refinanced and replaced the Company's previous five-year
senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan").
The decrease in interest expense for the year ended December 31, 2024 compared to 2023, was primarily due to a lower
debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan,
and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026
Senior Notes"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an
increase in interest rates on the Senior Secured Term Loan.
Loss (gain) on early extinguishment of debt
For the year ended December 31, 2025, we recognized a net loss on the early extinguishment of debt of $1.5 million, and
for the years ended December 31, 2024 and 2023, we recognized net gains of $55.6 million and $4.5 million, respectively,
mainly due to our debt refinancing transactions. Refer to Note 9 — Debt for additional discussion regarding our debt.
Other (income) expense, net
A summary of Other (income) expense, net is presented below:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
2023
$ Change
% Change
Expert fees associated with litigation
with Google
$4,827
$13,170
$(8,343)
(63)%
$544
$12,626
***
Gain on sale of investments, net
(9,700)
(597)
(9,103)
***
(196)
(401)
***
Third-party debt costs
1,911
10,045
(8,134)
(81)%
632
9,413
***
Consulting fees(a)
2,145
8,581
(6,436)
(75)%
10,626
(2,045)
(19)%
Other(b)
(25,503)
(12,167)
(13,336)
***
(10,034)
(2,133)
21%
Other (income) expense, net
$(26,320)
$19,032
$(45,352)
***
$1,572
$17,460
***
*** Indicates an absolute value percentage change greater than 100.
(a)Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
(b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost. In addition, for the year ended December 31,
2025, included a pension settlement gain of $11.8 million related to the purchase of an annuity by the Gannett Retirement Plan.
(Benefit) provision for income taxes
The following table summarizes our pre-tax net loss before income taxes and income tax accounts:
Year ended December 31,
In thousands
2025
2024
2023
Loss before income taxes
$(1,275)
$(77,673)
$(6,165)
(Benefit) provision for income taxes
(3,030)
(51,286)
21,729
Effective tax rate
237.6%
66.0%
NM
NM indicates not meaningful.
Our effective tax rate for the year ended December 31, 2025 was 237.6%. The tax benefit for 2025 was primarily impacted
by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards,
and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense
carryforwards and the global intangible low-taxed income inclusion.
Our effective tax rate for the year ended December 31, 2024 was 66.0%. The tax benefit for 2024 was primarily impacted
by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation
allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on
non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion.
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Our effective tax rate for the year ended December 31, 2023 was not meaningful. The tax provision for 2023 was primarily
impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed
income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were
offset by the tax benefit of the pre-tax book loss.
Net income (loss) attributable to USA TODAY Co. and diluted income (loss) per share attributable to USA TODAY Co.
For the year ended December 31, 2025, Net income attributable to USA TODAY Co. and diluted income per share
attributable to USA TODAY Co. was $1.7 million and $0.01, respectively. For the years ended December 31, 2024 and 2023,
Net loss attributable to USA TODAY Co. was $26.4 million and $27.8 million, respectively, and diluted loss per share
attributable to USA TODAY Co. was $0.18 and $0.20, respectively. The changes reflect the various items discussed above and
below in "Segment Results."
Segment results
Segment Adjusted EBITDA
We evaluate the performance of our segments based on financial measures such as revenues and Segment Adjusted
EBITDA (defined below). The Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, uses
Segment Adjusted EBITDA to evaluate the performance of our segments and allocate resources. Segment Adjusted EBITDA
provides an assessment of controllable expenses and affords the CODM the ability to make decisions which are expected to
facilitate meeting current financial goals as well as achieve optimal financial performance.
Management considers Segment Adjusted EBITDA to be an important metric to evaluate and compare the ongoing
operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we
do not believe are indicative of each segment's core operating performance.
We define Segment Adjusted EBITDA as revenues less (1) operating costs and (2) selling, general and administrative
expenses, plus (3) equity (income) loss in unconsolidated investees, net.
Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3)
Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6)
Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible
impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other
(income) expense, net.
Non-GAAP measure
Total Adjusted EBITDA is defined as Segment Adjusted EBITDA plus Corporate. Total Adjusted EBITDA is a non-
GAAP financial performance measure we believe offers a useful view of the overall operation of our business, and may be
different than similarly-titled measures used by other companies. A non-GAAP financial measure is generally defined as one
that purports to measure financial performance, financial position, or cash flows, but excludes or includes amounts that would
not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.
Total Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for U.S.
GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Total Adjusted
EBITDA and using this non-GAAP financial measure as compared to U.S. GAAP net income (loss) include: the exclusion of
the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which
are items that may significantly affect our financial results.
Management believes Total Adjusted EBITDA is important in evaluating our performance, results of operations, and
financial position. We use this non-GAAP financial performance measure to supplement our U.S. GAAP results in order to
provide a more complete understanding of the factors and trends affecting our business.
Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to USA TODAY Co., or any other measure
of performance derived in accordance with U.S. GAAP, and as such, should not be considered or relied upon as a substitute or
alternatives for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliation of Total Adjusted
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EBITDA to Net income (loss) attributable to USA TODAY Co. along with our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. We also strongly urge you not to rely on any single financial performance
measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under
U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may
differ from and may not be comparable to similarly titled measures used by other companies.
Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA
 
Year ended December 31,
In thousands
2025
2024
2023
Net income (loss) attributable to USA TODAY Co.
$1,749
$(26,354)
$(27,791)
(Benefit) provision for income taxes
(3,030)
(51,286)
21,729
Net income (loss) attributable to noncontrolling interests
6
(33)
(103)
Interest expense
97,225
104,697
111,776
Loss (gain) on early extinguishment of debt
1,516
(55,559)
(4,529)
Depreciation and amortization
165,759
156,287
162,622
Integration and reorganization costs(a)
31,595
66,155
24,468
Asset impairments
2,243
46,589
1,370
(Gain) loss on sale or disposal of assets, net
(16,844)
1,106
(40,101)
Share-based compensation expense
9,149
12,522
16,567
Other (income) expense, net(b)
(26,320)
19,032
1,572
Total Adjusted EBITDA
$263,048
$273,156
$267,580
(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the
Company's employee base, consolidate facilities and improve operations.
(b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees
associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,
(gains) losses from the sale of investments and third-party debt costs.
USA TODAY Media segment 2025 compared to 2024
A summary of our USA TODAY Media segment results for the years ended December 31, 2025 and 2024 is presented
below:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Digital
$654,210
$692,714
$(38,504)
(6%)
Print and commercial
1,089,372
1,245,684
(156,312)
(13%)
Segment revenues
1,743,582
1,938,398
(194,816)
(10%)
Operating costs
1,084,205
1,210,117
(125,912)
(10%)
Selling, general and administrative expenses
480,470
526,088
(45,618)
(9%)
Equity income in unconsolidated investees, net
(2,209)
(548)
(1,661)
***
Segment Adjusted EBITDA
$181,116
202,741
(21,625)
(11%)
*** Indicates an absolute value percentage change greater than 100.
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Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Digital advertising
$301,302
$292,897
$8,405
3%
Digital marketing services
128,106
142,120
(14,014)
(10%)
Digital-only subscription
166,248
181,670
(15,422)
(8%)
Digital other
58,554
76,027
(17,473)
(23%)
Digital
654,210
692,714
(38,504)
(6%)
Print advertising
402,925
451,589
(48,664)
(11%)
Print circulation
505,037
582,965
(77,928)
(13%)
Commercial and other(a)
181,410
211,130
(29,720)
(14%)
Print and commercial
1,089,372
1,245,684
(156,312)
(13%)
Segment revenues
$1,743,582
$1,938,398
$(194,816)
(10%)
(a) Included Commercial printing and delivery revenues of $111.2 million and $141.8 million for the years ended December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025, Digital advertising revenues increased compared to 2024, primarily due to an
increase in national revenues, including programmatic revenues, partially offset by lower classified advertising spend and the
absence of revenues in 2025 associated with businesses divested of $3.7 million.
For the year ended December 31, 2025, Digital marketing services revenues decreased compared to 2024, primarily due to
a decrease in client count as well as the absence of revenues in 2025 associated with a business divested of $6.5 million.
For the year ended December 31, 2025, Digital-only subscription revenues decreased compared to 2024, primarily due to a
decrease in in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only
subscription revenues for the year ended December 31, 2025 also reflected the absence of revenues in 2025 associated with
businesses divested of $4.1 million. Refer to "Key Performance Indicators" below for further discussion of digital-only paid
subscriptions.
For the year ended December 31, 2025, Digital other revenues decreased compared to 2024, primarily due to the absence of
revenues in 2025 associated with businesses divested of $14.3 million, as well as a decrease in affiliate and partnership
revenues, mainly due to the termination and amendment of various affiliate agreements.
For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease
in local print display advertisements and advertiser inserts, as well as lower spend on classified advertisements. In addition, the
decrease in Print advertising revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025
associated with businesses divested of $11.7 million.
For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline
in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially
offset by an increase in rates. In addition, the decrease in Print circulation revenues for the year ended December 31, 2025
reflected the absence of revenues in 2025 associated with businesses divested of $8.5 million.
For the year ended December 31, 2025, Commercial and other revenues decreased compared to 2024, primarily due to a
decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the
decrease in Commercial and other revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025
associated with businesses divested of $21.3 million, of which $14.6 million related to commercial print and delivery revenues.
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Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Newsprint and other production materials
$56,289
$74,419
$(18,130)
(24%)
Distribution
246,778
276,069
(29,291)
(11%)
Compensation and benefits
360,513
395,896
(35,383)
(9%)
Outside services
295,226
312,335
(17,109)
(5%)
Other
125,399
151,398
(25,999)
(17%)
Total operating costs
$1,084,205
$1,210,117
$(125,912)
(10%)
For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,
primarily due to lower volume driven by the decline in revenues, as well as lower costs related to the absence of revenues in
2025 associated with businesses divested of $2.5 million.
For the year ended December 31, 2025, Distribution costs decreased compared to 2024, primarily due to a decrease of
$25.7 million associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in
multiple markets, including the impact of businesses divested of $6.1 million, as well as a decrease in postage costs of
$3.6 million, mainly driven by the volume declines, including the impact of businesses divested of $2.7 million.
For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to
lower payroll expense of $32.3 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the
impact of businesses divested of $10.6 million, downsizing our facilities footprint and the conversion to mail delivery in
multiple markets.
For the year ended December 31, 2025, Outside services costs, which includes professional services fulfilled by third
parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2024, primarily due
to a decrease in news and editorial expenses of $8.7 million, mainly due to the cease-use of certain licensed content and the
impact of businesses divested, a decrease in third-party media fees of $3.7 million, a decrease in outside printing costs of
$2.0 million, and a decrease in event related expenses of $1.7 million, mainly due to the impact of businesses divested.
For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to lower facility related
expenses of $17.6 million, mainly associated with facility closures and lower promotion costs of $5.5 million, mainly due to the
impact of businesses divested.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Compensation and benefits
$231,625
$252,788
$(21,163)
(8%)
Outside services and other
248,845
273,300
(24,455)
(9%)
Total selling, general and administrative expenses
$480,470
$526,088
$(45,618)
(9%)
For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to
lower payroll expense of $22.6 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives and lower
commissions as well as the impact of businesses divested of $3.9 million.
For the year ended December 31, 2025, Outside services and other costs, which include services fulfilled by third parties,
decreased compared to 2024, mainly due to a decrease of $13.0 million in promotion costs and a decrease of $13.3 million in
other miscellaneous expenses, including technology costs, partially offset by higher bad debt expense of approximately
$1.8 million.
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USA TODAY Media segment 2024 compared to 2023
A summary of our USA TODAY Media segment results for the years ended December 31, 2024 and 2023 is presented
below:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Digital
$692,714
$641,743
$50,971
8%
Print and commercial
1,245,684
1,454,110
(208,426)
(14%)
Segment revenues
1,938,398
2,095,853
(157,455)
(8%)
Operating costs
1,210,117
1,361,607
(151,490)
(11%)
Selling, general and administrative expenses
526,088
541,594
(15,506)
(3%)
Equity income in unconsolidated investees, net
(548)
(2,379)
1,831
(77%)
Segment Adjusted EBITDA
$202,741
$195,031
$7,710
4%
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Digital advertising
$292,897
$283,249
$9,648
3%
Digital marketing services
142,120
140,589
1,531
1%
Digital-only subscription
181,670
150,384
31,286
21%
Digital other
76,027
67,521
8,506
13%
Digital
692,714
641,743
50,971
8%
Print advertising
451,589
501,701
(50,112)
(10%)
Print circulation
582,965
704,158
(121,193)
(17%)
Commercial and other(a)
211,130
248,251
(37,121)
(15%)
Print and commercial
1,245,684
1,454,110
(208,426)
(14%)
Segment revenues
$1,938,398
$2,095,853
$(157,455)
(8%)
(a) Included Commercial printing and delivery revenues of $141.8 million and $178.1 million for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an
increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive
advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications.
For the year ended December 31, 2024, Digital marketing services revenues increased compared to 2023, primarily due to
an increase in client spend.
For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily due to
an increase in Digital-only ARPU of 21.2%, mainly due to higher rates. Refer to "Key Performance Indicators" below for
further discussion of Digital-only ARPU.
For the year ended December 31, 2024, Digital other revenues increased compared to 2023, primarily due to an increase in
affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were
sunset.
For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to a decrease
in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers
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driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications
and real estate advertisements.
For the year ended December 31, 2024, Print circulation revenues decreased compared to 2023, primarily due to a decline
in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home
delivery and single copy.
For the year ended December 31, 2024, Commercial and other revenues decreased compared to 2023, primarily due to a
decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a
business divested in 2024 and facility closures as well as a decrease in the price of newsprint.
Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Newsprint and other production materials
$74,419
$108,257
$(33,838)
(31%)
Distribution
276,069
323,750
(47,681)
(15%)
Compensation and benefits
395,896
408,197
(12,301)
(3%)
Outside services
312,335
332,664
(20,329)
(6%)
Other
151,398
188,739
(37,341)
(20%)
Total operating costs
$1,210,117
$1,361,607
$(151,490)
(11%)
For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,
primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately
$12.8 million.
For the year ended December 31, 2024, Distribution costs decreased compared to 2023, primarily due to a decrease of
$55.6 million associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization,
partially offset by an increase in postage costs of $7.9 million, mainly due to conversion to mail delivery in multiple markets, as
well as higher postage costs associated with increased revenue for direct mail.
For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to
lower payroll expense of $10.5 million, mainly driven by a decrease in headcount tied to ongoing cost control initiatives,
including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser
extent, lower employee benefit costs of $1.8 million.
For the year ended December 31, 2024, Outside services costs, which includes professional services fulfilled by third
parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023, primarily due
to a decrease in news and editorial expenses of $12.9 million, mainly due to the cease-use of certain licensed content, a decrease
in event related expenses of approximately $5.2 million, mainly due to the decline in revenues, and a decrease in third-party
media fees of approximately $3.7 million, partially offset by an increase in outside printing costs of $3.9 million.
For the year ended December 31, 2024, Other costs decreased compared to 2023, primarily due to lower miscellaneous
expenses of $23.3 million, mainly related to lower technology costs, as well as lower facility related expenses of $15.0 million,
mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately
$0.9 million.
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Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Compensation and benefits
$252,788
$256,205
$(3,417)
(1%)
Outside services and other
273,300
285,389
(12,089)
(4%)
Total selling, general and administrative expenses
$526,088
$541,594
$(15,506)
(3%)
For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to
lower payroll expense of $2.2 million, driven by lower commissions related to revenue performance as well as a decrease in
headcount tied to ongoing cost control initiatives, and to a lesser extent, lower employee benefit costs of $1.2 million.
For the year ended December 31, 2024, Outside services and other costs, which include services fulfilled by third parties,
decreased compared to 2023, primarily due to lower bad debt expense of approximately $6.3 million, and lower miscellaneous
expenses of approximately $5.8 million, including lower product and finance costs, partially offset by higher promotion and
technology costs.
Newsquest segment 2025 compared to 2024
A summary of our Newsquest segment results for the years ended December 31, 2025 and 2024 is presented below:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Digital
$81,483
$79,293
$2,190
3%
Print and commercial
156,784
159,980
(3,196)
(2%)
Segment revenues
238,267
239,273
(1,006)
—%
Operating costs
120,824
122,995
(2,171)
(2%)
Selling, general and administrative expenses
60,553
62,869
(2,316)
(4%)
Segment Adjusted EBITDA
$56,890
$53,409
$3,481
7%
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Digital advertising
$51,521
$53,481
$(1,960)
(4%)
Digital marketing services
8,655
7,941
714
9%
Digital-only subscription
9,036
7,158
1,878
26%
Digital other
12,271
10,713
1,558
15%
Digital
81,483
79,293
2,190
3%
Print advertising
72,304
74,211
(1,907)
(3%)
Print circulation
65,346
67,082
(1,736)
(3%)
Commercial and other(a)
19,134
18,687
447
2%
Print and commercial
156,784
159,980
(3,196)
(2%)
Total revenues
$238,267
$239,273
$(1,006)
—%
(a) Included Commercial printing revenues of $10.2 million for each of the years ended December 31, 2025 and 2024.
For the year ended December 31, 2025, Digital advertising revenues decreased compared to 2024, primarily due to a
decrease in classified advertisement and digital display revenues.
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For the year ended December 31, 2025, Digital marketing services revenues increased compared to 2024, driven by an
increase in client spend.
For the year ended December 31, 2025, Digital-only subscription revenues increased compared to 2024, primarily driven
by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-
only paid subscriptions.
For the year ended December 31, 2025, Digital other revenues increased compared to 2024, primarily due to an increase in
syndication revenues.
For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease
in print display advertisements, partially offset by higher spend on classified advertisements.
For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline
in single copy volume, partially offset by an increase in rates.
Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Newsprint and other production materials
$12,189
$12,820
$(631)
(5%)
Distribution
12,549
12,755
(206)
(2%)
Compensation and benefits
57,332
53,084
4,248
8%
Outside services
14,732
15,233
(501)
(3%)
Other
24,022
29,103
(5,081)
(17%)
Total operating costs
$120,824
$122,995
$(2,171)
(2%)
For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,
primarily due to volume declines.
For the year ended December 31, 2025, Compensation and benefits costs increased compared to 2024, primarily due to an
increase in payroll expenses due to higher employer taxes and higher wages, including minimum wage.
For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily associated with the decrease in
both digital advertising and print advertising revenues.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Compensation and benefits
$48,060
$47,517
$543
1%
Outside services and other
12,493
15,352
(2,859)
(19%)
Total selling, general and administrative expenses
$60,553
$62,869
$(2,316)
(4%)
For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, mainly due to
various lower miscellaneous expenses, including a decrease of $2.0 million related to professional fees.
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Newsquest segment 2024 compared to 2023
A summary of our Newsquest segment results for the years ended December 31, 2024 and 2023 is presented below:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Digital
$79,293
$74,910
$4,383
6%
Print and commercial
159,980
159,070
910
1%
Segment revenues
239,273
233,980
5,293
2%
Operating costs
122,995
120,264
2,731
2%
Selling, general and administrative expenses
62,869
63,588
(719)
(1%)
Segment Adjusted EBITDA
$53,409
$50,128
$3,281
7%
Revenues
The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Digital advertising
$53,481
$50,362
$3,119
6%
Digital marketing services
7,941
8,920
(979)
(11%)
Digital-only subscription
7,158
5,237
1,921
37%
Digital other
10,713
10,391
322
3%
Digital
79,293
74,910
4,383
6%
Print advertising
74,211
74,844
(633)
(1%)
Print circulation
67,082
68,042
(960)
(1%)
Commercial and other(a)
18,687
16,184
2,503
15%
Print and commercial
159,980
159,070
910
1%
Segment revenues
$239,273
$233,980
5,293
2%
(a) Included Commercial printing revenues of $10.2 million and $8.0 million for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an
increase in national and local display revenues, partially offset by lower spend on employment notifications.
For the year ended December 31, 2024, Digital marketing services revenues decreased compared to 2023, driven by a
decrease in client counts.
For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily driven
by the increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-
only paid subscriptions.
For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to lower
spend on classified advertisements.
For the year ended December 31, 2024, Commercial and other revenues increased compared to 2023, primarily due to an
increase in customer spend.
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Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Newsprint and other production materials
$12,820
$15,330
$(2,510)
(16%)
Distribution
12,755
13,325
(570)
(4%)
Compensation and benefits
53,084
50,144
2,940
6%
Outside services
15,233
16,033
(800)
(5%)
Other
29,103
25,432
3,671
14%
Total operating costs
$122,995
$120,264
$2,731
2%
For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,
primarily due to a decrease in the cost of newsprint of approximately of $1.8 million, as well as volume declines.
For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to
higher headcount for production facilities.
For the year ended December 31, 2024, Other costs increased compared to 2023, primarily associated with the increase in
digital advertising revenues.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Compensation and benefits
$47,517
$47,350
$167
—%
Outside services and other
15,352
16,238
(886)
(5%)
Total selling, general and administrative expenses
$62,869
$63,588
$(719)
(1%)
For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, primarily due to
lower technology related expenses of $0.7 million and lower bad debt expense of $0.2 million.
LocaliQ segment 2025 compared to 2024
A summary of our LocaliQ segment results for the years ended December 31, 2025 and 2024 is presented below:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Digital(a)
$448,311
$477,807
$(29,496)
(6%)
Segment revenues
448,311
477,807
(29,496)
(6%)
Operating costs
320,914
343,782
(22,868)
(7%)
Selling, general and administrative expenses
81,062
90,347
(9,285)
(10%)
Segment Adjusted EBITDA
$46,335
$43,678
$2,657
6%
(a)Digital revenues are solely generated by digital marketing services revenues.
Revenues
For the year ended December 31, 2025, Digital revenues decreased compared to 2024, primarily due to a decline in the
core direct business, mainly driven by a decline in customer count. Core platform average monthly revenues divided by average
monthly customer count within the period ("Core platform ARPU") increased 1.2% for the year ended December 31, 2025.
Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.
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Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Outside services
$283,250
$300,523
$(17,273)
(6%)
Compensation and benefits
33,164
36,684
(3,520)
(10%)
Other
4,500
6,575
(2,075)
(32%)
Total operating costs
$320,914
$343,782
$(22,868)
(7%)
For the year ended December 31, 2025, Outside services costs decreased compared to 2024, due to a decrease of
$25.2 million of expenses associated with third-party media fees driven by a corresponding decrease in revenues, partially
offset by an increase of $7.9 million, mainly due to costs associated with outsourcing initiatives.
For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to a
lower payroll expense driven by headcount reductions.
For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to a reduction in lease
expense associated with downsizing our facilities footprint.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2025 and 2024:
Year ended December 31,
In thousands
2025
2024
$ Change
% Change
Compensation and benefits
$73,193
$78,709
$(5,516)
(7%)
Outside services and other
7,869
11,638
(3,769)
(32%)
Total selling, general and administrative expenses
$81,062
$90,347
$(9,285)
(10%)
For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to
lower payroll expense driven by headcount reductions.
For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, primarily due to
lower promotion costs, partially offset by higher bad debt expense of $0.6 million.
LocaliQ segment 2024 compared to 2023
A summary of our LocaliQ segment results for the years ended December 31, 2024 and 2023 is presented below:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Digital(a)
$477,807
$477,909
$(102)
—%
Segment revenues
477,807
477,909
(102)
—%
Operating costs
343,782
336,056
7,726
2%
Selling, general and administrative expenses
90,347
88,630
1,717
2%
Segment Adjusted EBITDA
$43,678
$53,223
$(9,545)
(18%)
(a)Digital revenues are solely generated by digital marketing services revenues.
Revenues
For the year ended December 31, 2024, Digital revenues remained essentially flat compared to 2023, primarily due to a
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decline in revenues from non-core products which were sunset, offset by growth in the core direct business. Core platform
ARPU increased 5.3% for the year ended December 31, 2024, Refer to "Key Performance Indicators" below for further
discussion of Core platform ARPU.
Operating costs
The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Outside services
$300,523
$294,073
$6,450
2%
Compensation and benefits
36,684
35,604
1,080
3%
Other
6,575
6,379
196
3%
Total operating costs
$343,782
$336,056
$7,726
2%
For the year ended December 31, 2024, Outside services costs increased compared to 2023, due to an increase in expenses
associated with third-party media fees driven by higher costs of search.
For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to
higher wages.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the years ended December
31, 2024 and 2023:
Year ended December 31,
In thousands
2024
2023
$ Change
% Change
Compensation and benefits
$78,709
$76,190
$2,519
3%
Outside services and other
11,638
12,440
(802)
(6%)
Total selling, general and administrative expenses
$90,347
$88,630
$1,717
2%
For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to
higher payroll expense of $1.7 million, driven by higher wages and higher employee benefit costs of $0.8 million.
For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, mainly due to lower
bad debt expense of $0.5 million, and a decrease in miscellaneous expenses.
Key performance indicators
A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge
performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of
similar businesses.
We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only
paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues
divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from
customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.
Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues
and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in
our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our
segments.
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The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquest and LocaliQ
segments:
Year ended December 31,
In thousands, except ARPU
2025
2024
Change
% Change
2023
Change
% Change
Digital-only ARPU:
USA TODAY Media
$8.34
$7.83
$0.51
6.5%
$6.46
$1.37
21.2%
Newsquest
$5.90
$6.17
$(0.27)
(4.4)%
$6.14
$0.03
0.5%
Total USA TODAY Co.
$8.17
$7.75
$0.42
5.4%
$6.45
$1.30
20.2%
Year ended December 31,
In thousands, except ARPU
2025
2024
Change
% Change
2023
Change
% Change
LocaliQ Core platform:
Core platform revenues
$446,373
$474,298
$(27,925)
(5.9)%
$473,172
$1,126
0.2%
Core platform ARPU
$2,794
$2,760
$34
1.2%
$2,620
$140
5.3%
Core platform average customer count
13.3
14.3
(1.0)
(7.0)%
15.1
(0.8)
(5.3)%
As of December 31,
In thousands
2025
2024
% Change
2023
% Change
Digital-only paid subscriptions:
USA TODAY Media:
1,367
1,953
(30.0)%
1,912
2.1%
Newsquest
145
110
31.8%
83
32.5%
Total USA TODAY Co.
1,512
2,063
(26.7)%
1,995
3.4%
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements are for working capital, debt obligations, and capital expenditures.
We expect to fund our operations and debt service requirements through cash provided by our operating activities. We
expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations,
and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or
an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity.
We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to
realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print
business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic
environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.
Details of our cash flows are included in the table below:
Year ended December 31,
In thousands
2025
2024
Cash provided by operating activities
$114,389
$100,310
Cash provided by (used for) investing activities
8,970
(27,950)
Cash used for financing activities
(139,837)
(68,853)
Effect of currency exchange rate change on cash
(1,891)
2,062
(Decrease) increase in cash, cash equivalents and restricted cash
$(18,369)
$5,569
Cash flows provided by operating activities: Our largest source of cash provided by operating activities is cash generated 
through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as
well as retail, classified, and online revenues. Additionally, we generate cash through commercial printing and delivery services
to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery,
and outside services.
For the year ended December 31, 2025, cash flows provided by operating activities were $114.4 million compared to
$100.3 million for the year ended December 31, 2024. The increase in cash flows provided by operating activities was primarily
due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest,
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partially offset by lower cash receipts related to deferred revenues, an increase in severance payments and an increase in cash
paid for income taxes.
Cash flows provided by (used for) investing activities: For the year ended December 31, 2025, cash flows provided by
investing activities were $9.0 million compared to $28.0 million in cash flows used for investing activities for the year ended
December 31, 2024. The change in cash flows provided by (used for) investing activities was primarily due to an increase in
proceeds from the sale of real estate and other strategic and non-strategic assets of $39.4 million, partially offset by an increase
in purchases of property, plant, and equipment of $2.0 million.
Cash flows used for financing activities: For the year ended December 31, 2025, cash flows used for financing activities
were $139.8 million compared to $68.9 million for the year ended December 31, 2024. The increase in cash used for financing
activities was primarily due to higher repayments of long-term debt, net of borrowings of $120.5 million in 2025, compared to
higher borrowings of long-term debt, net of repayments of $192.9 million in 2024, partially offset by lower repayments of
convertible debt, net of borrowings of $233.5 million and a $7.9 million decrease in payments of deferred financing costs.
Debt
As of December 31, 2025, the carrying value of our outstanding debt totaled $954.2 million, which consisted of $715.1
million related to the 2029 Term Loan Facility, $216.8 million related to the 2031 Notes (as defined below), and $22.3 million
related to the 2027 Notes (as defined below).
In April 2025, we received a waiver from certain lenders of our 2029 Term Loan Facility and certain holders of our 2031
Notes (as defined below) and entered into a privately negotiated agreement with a holder of our 2027 Notes (as defined below)
to repurchase $14.0 million principal amount of our outstanding 2027 Notes at 105% of par value, plus accrued and unpaid
interest, for $15.0 million in cash. This transaction was financed using proceeds from delayed draw term loans under our 2029
Term Loan Facility, and as a result as of December 31, 2025, $15.0 million of delayed draw term loans had been drawn under
the 2029 Term Loan Facility. As a result of this transaction, we recognized an immaterial loss on the early extinguishment of
debt during the year ended December 31, 2025.
The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base
rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR
(which shall not be less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on
October 15, 2029 and is freely prepayable without penalty.
The 2029 Term Loan Facility is amortized at a rate of $17.3 million per quarter. 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).
For the year ended December 31, 2025, the Company prepaid $135.5 million, under the 2029 Term Loan Facility,
including quarterly amortization payments, which were classified as financing activities in the Consolidated statements of cash
flows.
Interest on our 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") and our 6.000% Senior Secured
Convertible Notes due 2031 (the "2031 Notes") is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature
on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031
Notes may be converted at any time by the Holders into cash, shares of our common stock, par value $0.01 per share (the
"Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate for
both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes and the
2031 Notes, respectively, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").
For the year ended December 31, 2025, no shares of Common Stock were issued upon conversion, exercise, or satisfaction of
the required conditions of the 2027 Notes or the 2031 Notes.
Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of
default. As of December 31, 2025, we were in compliance with all such covenants and obligations.
Refer to Note 9 — Debt in the notes to the Consolidated financial statements for additional discussion regarding our debt.
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Additional information
We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken
steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not
presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms
of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have terms that restrict our ability to
pay dividends.
Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our
Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated
transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements.
The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and
availability of our shares, trading volume, capital availability, our performance and general economic and market conditions.
The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock
Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements,
unless an exception is available or we obtain a waiver or similar relief.
During the year ended December 31, 2025, we did not repurchase any shares of Common Stock under the Stock
Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was
approximately $96.9 million.
We expect our capital expenditures during the year ended December 31, 2026 to total approximately $55 million to
$65 million. These capital expenditures are anticipated to be primarily comprised of projects related to digital product
development, costs associated with our technology systems, print facilities, office facilities and equipment upgrades.
Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level
of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating
cash flows due to, among other things, continued or additional adverse economic conditions or adverse developments in our
business, could make it difficult for us to meet the financial and operating covenants contained in our 2029 Term Loan Facility,
the 2031 Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate purposes such
as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological,
and other changes in our industry and economic conditions generally. We continue to closely monitor economic factors,
including, but not limited to, the current inflationary market and changing interest rates, and we expect to continue to take the
steps necessary to appropriately manage liquidity.
As of December 31, 2025, we had no off-balance sheet arrangements that are reasonably likely to have a material current or
future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Contractual obligations and commitments
We enter into various contractual arrangements as a part of our operations. Many of these contractual obligations are
discussed in the notes to our Consolidated financial statements. As of December 31, 2025, material obligations discussed in the
notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 9 —
Debt, (ii) operating leases discussed in Note 4 — Leases, and (iii) pension and postretirement benefits discussed in Note 10 —
Pensions and other postretirement benefit plans. We anticipate interest payments associated with our long-term debt totaling
$74.9 million in 2026, $67.3 million in 2027 and $122.3 million thereafter. Due to uncertainty with respect to the timing of
future cash flows associated with unrecognized tax benefits at December 31, 2025, we are unable to make reasonably reliable
estimates of the period of cash settlement. See Note 12 — Income taxes to the Consolidated financial statements for a further
discussion of income taxes.
In addition, we have purchase obligations which include professional services, digital licenses and information technology
services, interactive marketing agreements, and other legally binding commitments. As of December 31, 2025, we had future
purchase obligations totaling $115.5 million due in 2026, $77.4 million due in 2027, and $127.9 million due thereafter. We
have certain contracts to purchase newsprint that require us to purchase a percentage of our total requirements for production at
market rate. Since the quantities purchased annually under these contracts are not fixed, the amount of the related payments for
these purchases is excluded from our future purchase obligations. Amounts for which we are liable under purchase orders
outstanding at December 31, 2025 are reflected in the Consolidated balance sheets as Accounts payable and accrued liabilities.
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In addition, we have other noncurrent liabilities totaling $1.3 million due in 2026, $0.3 million due in 2027, and $0.2 million
due thereafter.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make decisions based on
estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable
principles and the use of judgment in their application, the results of which could differ from those anticipated.
Goodwill and indefinite-lived intangible assets
Goodwill is tested for impairment annually on November 30 and between annual tests if events occur or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have the option
to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value,
although we did not elect to use this option for our evaluation as of November 30, 2025. If we elect to perform a qualitative
assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying
value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In
the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of
the reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an
orderly transaction between market participants at the measurement date. We generally determine the fair value of a reporting
unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value include inputs
that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a specific point
in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant
assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected operating
cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting unit
exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied
fair value.
While we believe our judgments represent reasonably possible outcomes based on available facts and circumstances,
adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading
values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit. We
continually evaluate whether current factors or indicators, such as prevailing conditions in the business environment, capital
markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment
assessment of goodwill, as well as other long-lived assets. For example, any significant shortfall, now or in the future, in
advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair
value of certain reporting units.
Newspaper mastheads (newspaper titles) are not subject to amortization as it has been determined that the useful lives of
such mastheads are indefinite. Newspaper mastheads are tested for impairment annually, or more frequently if events or
changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the fair value of
each group of mastheads with their carrying amount. We used a relief from royalty approach, which utilizes a discounted cash
flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future operating results in
determining the reporting unit fair values are consistently applied in determining the fair value of mastheads.
The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible
assets for the year ended December 31, 2025. See Note 7 — Goodwill and intangible assets for further discussion. If our future
operating results are not in line with the cash flow forecasts underlying our impairment analysis, we could have an impairment
of our goodwill or intangible assets in the future and such impairment could materially affect our operating results.
Long-lived assets
We evaluate the carrying value of property, plant, and equipment and finite-lived intangible assets for impairment
whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The
evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The
assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash
flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment
existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of
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such asset group exceeds its fair value. The market approach is used in some cases to estimate the fair value of property, plant,
and equipment, particularly when there is a change in the use of an asset.
As part of ongoing cost-efficiency programs, we have ceased a number of print operations. Pursuant to these actions,
certain assets and real estate to be retired have been assessed for impairment.
Revenue recognition
Our contracts with customers sometimes include promises to transfer multiple products and services to a customer.
Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the
relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers. See
Note 2 — Summary of significant accounting policies for further discussion.
Income taxes
We are subject to income taxes in the U.S. and various foreign jurisdictions in which we operate and record our tax
provision for the anticipated tax consequences in our reported results of operations. Tax laws are complex and subject to
different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in
determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws
and regulations.
We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred
tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and
liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of
the realizability of deferred tax assets involves a high degree of judgment and complexity. Valuation allowances are established
when necessary to reduce deferred tax assets to the amounts that are expected to be realized. When we determine that it is more
likely than not that we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an
adjustment to the deferred tax asset would be made and reflected either in income or as an adjustment to goodwill. This
determination will be made by considering various factors, including our expected future results, that in our judgment will make
it more likely than not that these deferred tax assets will be realized.
Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of
various items, including changes in income tax laws, tax planning and our forecasted financial condition, and results of
operations in future periods. Although we believe current estimates are reasonable, actual results could differ from these
estimates.
ASC 740 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its
financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Under ASC 740, the
financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge
of the position and all relevant facts, but without considering time values. Recognized income tax positions are measured at the
largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs.
Pension and postretirement liabilities
ASC 715, "Compensation—Retirement Benefits," requires recognition of an asset or liability in the consolidated balance
sheet reflecting the funded status of pension and other postretirement benefit plans, such as retiree health and life, with current-
year changes in the funded status recognized in the statement of stockholders' equity.
The determination of pension plan obligations and expense is based on a number of actuarial assumptions. Two critical
assumptions are the expected long-term rate of return on plan assets and the discount rate applied to pension plan obligations.
For other postretirement benefit plans, which provide for certain health care and life insurance benefits for qualifying retired
employees and which are not funded, critical assumptions in determining other postretirement benefit obligations and expense
are the discount rate and the assumed health care cost-trend rates.
Our pension plans had assets valued at $1.5 billion as of December 31, 2025 and the plans' benefit obligations were $1.3
billion, resulting in the plans being 113% funded at such date.
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For 2025, the assumption used for the funded status discount rate was 5.50% for our principal retirement plan obligations.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the
discount rate at the end of 2025 would have increased plan obligations by approximately $21.1 million. A 50 basis point change
in the discount rate used to calculate the benefit cost for 2025 would have decreased total pension plan expense for 2025 by
approximately $2.3 million. To determine the expected long-term rate of return on pension plan assets, we consider the current
and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input from the
actuaries and investment consultants, and long-term inflation assumptions. For our principal retirement plan, we used an
assumption of 5.25% for our expected return on pension plan assets for 2025. If we were to reduce our expected rate of return
assumption by 50 basis points, the benefit cost for 2025 would have increased by approximately $4.1 million.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates.
Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to
certain of these market risks is managed as described below.
Interest rates
We generally manage our risk associated with changes in interest rates through the use of a combination of variable and
fixed-rate debt. As of December 31, 2025, we had variable and fixed-rate debt totaling $729.5 million and $247.8 million,
respectively. Our variable-rate debt consisted of our 2029 Term Loan Facility which bears interest at an annual rate equal, at
Gannett Holdings LLC's option, to either (i) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin
equal to 4.00% per annum or (ii) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per
annum. A hypothetical interest rate increase of 100 basis points to our 2029 Term Loan Facility would have increased our
interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately
$7.3 million for the year ended December 31, 2025. See Note 9 — Debt to our Consolidated financial statements for further
discussion of our debt.
Commodity prices
Certain expenses of ours are sensitive to commodity price fluctuations, as well as inflation. Our primary commodity price
exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 5% and 6% of our total
operating costs for the years ended December 31, 2025 and 2024, respectively. A hypothetical $10 per metric ton increase in
newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the
year ended December 31, 2025 of approximately 78,000 metric tons.
Foreign currency
We are exposed to foreign exchange rate risk due to our operations in the U.K., for which the British pound sterling is the
functional currency. We are also exposed to foreign exchange rate risk due to our LocaliQ segment which has operating
activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, and New
Zealand dollar. Translation gains or losses affecting the Consolidated statements of operations and comprehensive income
(loss) have not been significant in the past. A hypothetical 10% fluctuation of the price of the British pound sterling or the
currencies in our LocaliQ segment against the U.S. dollar would not have materially impacted operating income for the year
ended December 31, 2025.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
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Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company's internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the
financial statements.
Internal control over financial reporting is designed to provide reasonable assurance to the Company's management and
Board of Directors regarding the preparation of reliable financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting includes self-monitoring mechanisms and actions taken
to correct deficiencies as they are identified. Because of the inherent limitations in any internal control, no matter how well
designed, misstatements may occur and not be prevented or detected. Accordingly, even effective internal control over financial
reporting can provide only reasonable assurance with respect to financial statement preparation. Further, the evaluation of the
effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future
periods is subject to the risks that controls may become inadequate because of changes in conditions or to the degree that
compliance with the policies and procedures may decline.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework set forth in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework). Based on its evaluation, management concluded that, as of December 31, 2025, the
Company's internal control over financial reporting is effective based on the specified criteria.
The effectiveness of internal control over financial reporting as of December 31, 2025 has been audited by the Company's
independent registered public accounting firm, Grant Thornton LLP, as stated in their report on page 63 herein.
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
USA TODAY Co., Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of USA TODAY Co., Inc. and subsidiaries (the "Company") as of
December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in
the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
("PCAOB"), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our
report dated February 26, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
New York, New York
February 26, 2026
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
USA TODAY Co., Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of USA TODAY Co., Inc. and subsidiaries (the "Company") as
of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), equity,
and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to
as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally
accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in
the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"), and our report dated February 26, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there
are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company's auditor since 2023.
New York, New York
February 26, 2026
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USA TODAY CO., INC.
CONSOLIDATED BALANCE SHEETS
In thousands, except number of shares and par value
December 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents
$90,213
$106,299
Accounts receivable, net of allowance for credit losses of $13,600 and $13,596, respectively
223,551
239,636
Inventory
12,888
20,910
Prepaid expenses
45,959
40,268
Other current assets
16,566
18,782
Total current assets
389,177
425,895
Property, plant, and equipment, net
178,461
240,980
Operating lease assets
122,513
143,955
Goodwill
518,762
530,028
Intangible assets, net
337,845
430,374
Deferred tax assets
77,858
60,983
Pension and other assets
212,542
207,932
Total assets
$1,837,158
$2,040,147
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities
$308,152
$318,384
Deferred revenue
105,398
108,000
Current portion of long-term debt
69,315
74,300
Operating lease liabilities
33,435
39,761
Other current liabilities
1,483
5,157
Total current liabilities
517,783
545,602
Long-term debt
645,811
755,754
Convertible debt
239,112
249,757
Deferred tax liabilities
8,142
4,928
Pension and other postretirement benefit obligations
34,170
37,820
Long-term operating lease liabilities
146,421
167,731
Other long-term liabilities
91,107
125,921
Total noncurrent liabilities
1,164,763
1,341,911
Total liabilities
1,682,546
1,887,513
Commitments and contingent liabilities (see Note 14)
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, none of which were issued and
outstanding at December 31, 2025 and December 31, 2024
—
—
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized; 159,912,152 shares issued
and 147,124,756 shares outstanding at December 31, 2025; 158,835,742 shares issued and
147,388,555 shares outstanding at December 31, 2024
1,599
1,588
Treasury stock, at cost, 12,787,396 shares and 11,447,187 shares at December 31, 2025 and
December 31, 2024, respectively
(23,607)
(20,540)
Additional paid-in capital
1,287,821
1,281,801
Accumulated deficit
(1,051,797)
(1,053,546)
Accumulated other comprehensive loss
(58,905)
(56,164)
Total USA TODAY Co. stockholders' equity
155,111
153,139
Noncontrolling interests
(499)
(505)
Total equity
154,612
152,634
Total liabilities and equity
$1,837,158
$2,040,147
The accompanying notes are an integral part of these consolidated financial statements.
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USA TODAY CO., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Year ended December 31,
In thousands, except per share amounts
2025
2024
2023
Digital
$1,056,070
$1,103,651
$1,050,370
Print and commercial
1,246,156
1,405,664
1,613,180
Total revenues
2,302,226
2,509,315
2,663,550
Operating costs
1,410,788
1,545,584
1,692,031
Selling, general and administrative expenses
639,748
703,645
722,885
Depreciation and amortization
165,759
156,287
162,622
Integration and reorganization costs
31,595
66,155
24,468
Asset impairments
2,243
46,589
1,370
(Gain) loss on sale or disposal of assets, net
(16,844)
1,106
(40,101)
Interest expense
97,225
104,697
111,776
Loss (gain) on early extinguishment of debt
1,516
(55,559)
(4,529)
Equity income in unconsolidated investees, net
(2,209)
(548)
(2,379)
Other (income) expense, net
(26,320)
19,032
1,572
Loss before income taxes
(1,275)
(77,673)
(6,165)
(Benefit) provision for income taxes
(3,030)
(51,286)
21,729
Net income (loss)
$1,755
$(26,387)
$(27,894)
Net income (loss) attributable to noncontrolling interests
6
(33)
(103)
Net income (loss) attributable to USA TODAY Co.
$1,749
$(26,354)
$(27,791)
Income (loss) per share attributable to USA TODAY Co. - basic
$0.01
$(0.18)
$(0.20)
Income (loss) per share attributable to USA TODAY Co. - diluted
$0.01
$(0.18)
$(0.20)
Other comprehensive income (loss):
Foreign currency translation adjustments
$16,313
$(14)
$13,683
Pension and other postretirement benefit items:
Net actuarial gain (loss)
(2,575)
10,205
33,135
Amortization of net actuarial gain (loss)
779
1,014
(305)
Change in prior service cost
—
—
3,307
Amortization of prior service cost
(498)
(500)
(502)
Settlement (gain) loss
(12,105)
35
—
Equity method investments
(725)
116
610
Other
(9,497)
1,405
(7,415)
Total pension and other postretirement benefit items
(24,621)
12,275
28,830
Other comprehensive (loss) income before tax
(8,308)
12,261
42,513
Income tax (benefit) provision related to components of other comprehensive
income (loss)
(5,567)
2,884
6,823
Other comprehensive (loss) income, net of tax
(2,741)
9,377
35,690
Comprehensive (loss) income
(986)
(17,010)
7,796
Comprehensive income (loss) attributable to noncontrolling interests(a)
6
(33)
(103)
Comprehensive (loss) income attributable to USA TODAY Co.
$(992)
$(16,977)
$7,899
(a) For the years ended December 31, 2025, 2024, and 2023 there were no redeemable noncontrolling interests included in Net income (loss) attributable to
noncontrolling interests.
The accompanying notes are an integral part of these consolidated financial statements.
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USA TODAY CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
In thousands
2025
2024
2023
Operating activities
Net income (loss)
$1,755
$(26,387)
$(27,894)
Adjustments to reconcile net income (loss) to operating cash flows:
Depreciation and amortization
165,759
156,287
162,622
Share-based compensation expense
9,149
12,522
16,567
Non-cash interest expense
6,038
18,072
21,199
(Benefit) provision for deferred incomes taxes
(10,276)
(44,758)
11,514
(Gain) loss on sale or disposal of assets, net
(16,844)
1,106
(40,101)
Loss (gain) on early extinguishment of debt
1,516
(55,559)
(4,529)
Asset impairments
2,243
46,589
1,370
Pension and other postretirement benefit obligations
(25,132)
(23,916)
(13,917)
Equity income in unconsolidated investees, net
(2,209)
(548)
(2,379)
Change in other assets and liabilities:
Accounts receivable, net
17,170
25,843
34,135
Inventory
8,105
4,617
18,510
Prepaid expenses
2,746
(1,820)
16,680
Accounts payable and accrued liabilities
(20,477)
(1,934)
(65,094)
Deferred revenue
(2,276)
(17,277)
(29,971)
Other assets and liabilities
(22,878)
7,473
(4,138)
Cash provided by operating activities
114,389
100,310
94,574
Investing activities
Purchase of property, plant, and equipment
(51,486)
(49,534)
(38,116)
Proceeds from sale of real estate and other assets
55,295
20,976
85,298
Proceeds from the sale of investments
6,161
1,050
—
Change in other investing activities
(1,000)
(442)
(203)
Cash provided by (used for) investing activities
8,970
(27,950)
46,979
Financing activities
Payments of deferred financing costs
(992)
(8,933)
—
Borrowings of long-term debt
15,000
837,671
—
Repayments of long-term debt
(135,521)
(644,732)
(133,821)
Repurchase of convertible debt
(14,647)
(248,211)
—
Proceeds from convertible debt
—
110
—
Treasury stock
(3,064)
(3,141)
(2,642)
Changes in other financing activities
(613)
(1,617)
952
Cash used for financing activities
(139,837)
(68,853)
(135,511)
Effect of currency exchange rate change on cash
(1,891)
2,062
(234)
(Decrease) increase in cash, cash equivalents and restricted cash
(18,369)
5,569
5,808
Cash, cash equivalents and restricted cash at beginning of year
116,181
110,612
104,804
Cash, cash equivalents and restricted cash at end of year
$97,812
$116,181
$110,612
The accompanying notes are an integral part of these consolidated financial statements.
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USA TODAY CO., INC.
CONSOLIDATED STATEMENTS OF EQUITY
Common stock
Additional
paid-in
capital
Accumulated
other
comprehensive
(loss) income
Accumulated
deficit
Treasury stock
Non-
controlling
interests(a)
Total
equity
In thousands
Shares
$
Shares
$
Balance at December 31, 2022
153,286
$1,533
$1,409,578
$(101,231)
$(999,401)
7,063
$(14,737)
$(369)
$295,373
Net loss attributable to USA
TODAY Co.
—
—
—
—
(27,791)
—
—
(103)
(27,894)
Other comprehensive income,
net(b)
—
—
—
35,690
—
—
—
—
35,690
Share-based compensation
expense
—
—
16,567
—
—
—
—
—
16,567
Restricted share grants
4,682
47
(47)
—
—
—
—
—
—
Performance stock units settled,
net of withholdings
97
1
(127)
—
—
—
—
—
(126)
Issuance of common stock
490
5
95
—
—
—
—
—
100
Treasury stock
—
—
—
—
—
1,132
(2,642)
—
(2,642)
Restricted share forfeiture
—
—
—
—
—
1,420
(14)
—
(14)
Other activity
—
—
259
—
—
—
—
—
259
Balance at December 31, 2023
158,555
$1,586
$1,426,325
$(65,541)
$(1,027,192)
9,615
$(17,393)
$(472)
$317,313
Net loss attributable to USA
TODAY Co.
—
—
—
—
(26,354)
—
—
(33)
(26,387)
Other comprehensive income,
net(b)
—
—
—
9,377
—
—
—
—
9,377
Share-based compensation
expense
—
—
12,522
—
—
—
—
—
12,522
Equity component of
convertible debt
—
—
(157,089)
—
—
—
—
—
(157,089)
Issuance of common stock
281
2
97
—
—
—
—
—
99
Treasury stock
—
—
—
—
—
1,289
(3,141)
—
(3,141)
Restricted share forfeiture
—
—
—
—
—
543
(6)
—
(6)
Other activity
—
—
(54)
—
—
—
—
—
(54)
Balance at December 31, 2024
158,836
$1,588
$1,281,801
$(56,164)
$(1,053,546)
11,447
$(20,540)
$(505)
$152,634
Net income attributable to USA
TODAY Co.
—
—
—
—
1,749
—
—
6
1,755
Other comprehensive loss,
net(b)
—
—
—
(2,741)
—
—
—
—
(2,741)
Share-based compensation
expense
—
—
9,149
—
—
—
—
—
9,149
Restricted stock awards settled,
net of withholdings
512
5
(1,074)
—
—
—
—
—
(1,069)
Performance stock units settled,
net of withholdings
232
3
(523)
—
—
—
—
—
(520)
Equity component of
convertible debt
—
—
(2,043)
—
—
—
—
—
(2,043)
Issuance of common stock
332
3
170
—
—
—
—
—
173
Treasury stock
—
—
—
—
—
965
(3,064)
—
(3,064)
Restricted share forfeiture
—
—
—
—
—
375
(3)
—
(3)
Other activity
—
—
341
—
—
—
—
—
341
Balance at December 31, 2025
159,912
$1,599
$1,287,821
$(58,905)
$(1,051,797)
12,787
$(23,607)
$(499)
$154,612
(a) Excludes Redeemable noncontrolling interests which are reflected in temporary equity.
(b) Other comprehensive (loss) income is net of an income tax benefit of $5.6 million for the year ended December 31, 2025 and net of an income tax provision
of $2.9 million and $6.8 million for the years ended December 31, 2024 and 2023, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — Description of business and basis of presentation
Description of business
USA TODAY Co. is a diversified media company with expansive reach at the national and local level dedicated to
empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital
marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY
NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States
(the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential
journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and
where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses
("SMBs") with innovative digital marketing products and solutions.
In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and revised the
names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital
Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and
reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on
Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"
"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its
subsidiaries.
The Company reports in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate
category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with
broad corporate functions. A full description of our reportable segments is included in Note 15 — Segment reporting.
Basis of presentation
The Consolidated financial statements include all the assets, liabilities, revenues, expenses, and cash flows of entities which
USA TODAY Co. controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany
accounts and transactions have been eliminated in consolidation, and the Company consolidates entities that it controls due to
ownership of a majority voting interest.
Use of estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S.
GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial
statements and footnotes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the Consolidated financial statements include pension and
postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of
property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.
Reclassifications
Certain reclassifications have been made to the prior years' Consolidated financial statements to conform to classifications
used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.
NOTE 2 — Summary of significant accounting policies
Cash, cash equivalents and restricted cash and supplementary cash flow information
Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less.
Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters
of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions
for insurance plans.
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The following table presents a reconciliation of cash, cash equivalents and restricted cash:
December 31,
In thousands
2025
2024
2023
Cash and cash equivalents
$90,213
$106,299
$100,180
Restricted cash, included in prepaid expenses and other current assets
37
278
371
Restricted cash, included in other assets
7,562
9,604
10,061
Total cash, cash equivalents and restricted cash
$97,812
$116,181
$110,612
The following table presents supplementary cash flow information, including non-cash investing and financing activities:
Year ended December 31,
In thousands
2025
2024
2023
Cash paid for income taxes, net
$10,611
$10,115
$8,222
Cash paid for interest
84,228
86,321
89,335
Non-cash investing and financing activities:
Convertible notes exchange
—
223,614
—
Accrued capital expenditures
27,075
39,634
2,390
Accounts receivable
Accounts receivable are stated at amounts due from customers, net of allowances, which reflect the Company's expected
credit losses based on historical experience as well as current and expected economic conditions.
Inventory
Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined
using the first-in, first-out ("FIFO") method.
Property, plant, and equipment, software development costs and depreciation
Property, plant, and equipment are recorded at cost or at fair value for property, plant, and equipment related to acquired
businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method
over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the
lease term or estimated useful life of the asset.
We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or
additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing
maintenance are expensed as incurred and included in Operating costs in the accompanying Consolidated statements of
operations and comprehensive income (loss).
Property, plant, and equipment and software development costs are evaluated for impairment in accordance with our policy
for amortizable intangible assets and other long-lived assets.
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A breakout of property, plant, and equipment and software is presented below:
December 31,
In thousands
2025
2024
Useful Lives (range)
Land
$13,515
$18,075
Buildings and improvements
95,021
123,454
10 years
-
30 years
Machinery and equipment
205,082
224,138
3 years
-
20 years
Capitalized software
211,819
183,172
3 years
-
5 years
Furniture and fixtures
12,134
14,793
7 years
-
10 years
Construction in progress
9,248
14,361
Total
546,819
577,993
Less: accumulated depreciation(a)
(368,358)
(337,013)
Property, plant, and equipment, net
$178,461
$240,980
(a)Includes accumulated depreciation of capitalized software of approximately $142.3 million and $105.5 million for the years ended December 31, 2025 and
2024, respectively.
Depreciation expense was $86.4 million, $68.2 million, and $72.6 million for the years ended December 31, 2025, 2024,
and 2023, respectively.
Goodwill, intangible and long-lived assets
Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible
assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible
assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology.
Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite.
Intangible assets that have finite useful lives are amortized over those useful lives.
Goodwill is tested for impairment annually as of November 30 each year and between annual tests if events occur or
circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We
perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when
changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not
that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment
and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no
further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the
quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the
reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an
orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a
reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value
include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a
specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value.
Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected
operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting
unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its
implied fair value.
Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if
events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the
fair value of each group of mastheads with their carrying amount. We use a relief from royalty approach which utilizes a
discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future
operating results in determining the reporting unit fair values are consistently applied in determining the fair value of
mastheads.
The Company assesses the recoverability of its long-lived assets, including property, plant, and equipment and finite-lived
intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The
evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The
assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash
flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment
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existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of
such asset group exceeds its fair value.
All three of our reporting units have goodwill balances. We conducted our goodwill and indefinite-lived intangible asset
impairment testing in the fourth quarter of 2025 and did not identify any impairment. In addition, we had no impairments of
goodwill and indefinite-lived intangible assets in 2024 and 2023.
See Note 7 — Goodwill and intangible assets for further discussion of Goodwill and intangible assets.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than
not that all or a portion of a deferred tax asset will not be realized. See Note 12 — Income taxes for further discussion.
We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax
position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon
consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions
are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We
record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the
expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.
Fair value of financial instruments
The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities
approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt
and embedded conversion option is disclosed in Note 9 — Debt. For further details surrounding our policies on fair value
measurement, including the fair values of our pension plan assets, refer to Note 11 — Fair value measurement.
Deferred financing costs
Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability
in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the
estimated remaining term of the debt. This amortization represents a component of Interest expense. A proportionate amount of
deferred financing costs is written-off upon early prepayment of debt as a component of Loss (gain) on early extinguishment of
debt on the Consolidated statements of operations and comprehensive income (loss).
Revenue recognition
Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that
reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our contracts with
customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements
that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We
determine standalone selling prices based on observable prices charged to customers.
Digital
Digital advertising and marketing revenues are generated through multiple services, including search advertising, display
advertising, search optimization, social media, website development, web presence products, customer relationship
management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage
third-party providers, and digital distribution of our publications. The Company enters into agreements for products in which
our clients typically pay on a monthly basis and in advance. These prepayments include all charges for the included technology
and any media services, management, third-party content, and other costs and fees, all of which are accounted for as a single
performance obligation. Revenue is then recognized as we purchase and deliver media on behalf of the customer and perform
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other marketing-related services.
Digital subscription revenues are derived from digital subscriptions. Digital subscription revenues are generally billed to
customers at the beginning of the subscription period and are typically recognized over the subscription period as the
performance obligations are delivered. The term of customer subscriptions normally ranges from one to twelve months.
Digital other revenues are derived mainly from digital content syndication, affiliate, content and AI partnerships and
licensing revenues and are recognized when the related services are performed.
Print and commercial
Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the
sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,
and revenues from our events business.
The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA
TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local
classified, online, and national. Print advertising revenues are recognized upon publication of the advertisement.
Print circulation revenues are derived from print subscriptions as well as single copy sales at retail stores, vending racks
and boxes. Print circulation revenues from subscribers are generally billed to customers at the beginning of the subscription
period and are typically recognized over the subscription period as the performance obligations are delivered. The term of
customer subscriptions normally ranges from one to twelve months. Print circulation revenues from single-copy income are
recognized based on the date of publication.
The Company provides commercial printing services to third parties as a means to generate incremental revenues and
utilize excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and
do not compete with other USA TODAY Co. publications. The Company also prints other commercial materials, including
flyers, business cards and invitations. Commercial revenues are generally recognized upon delivery. In addition, the Company
generates revenues from its events and promotions business. Revenues are generated primarily through ticket sales, endurance
events and race management services and are generally recognized when the event occurs.
Principal versus agent considerations
We evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net
basis) by performing analyses regarding whether we control the provision of specified goods or services before they are
transferred to our customers. We report revenues gross when we control advertising inventory before it is transferred to the
customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and
maintaining control over transaction pricing.
Practical expedients and exemptions
The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the
amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.
The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of
one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right
to invoice for services performed.
Deferred revenues
The Company records deferred revenues when cash payments are received in advance of the Company's performance
obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service
provided, which represents future delivery of publications (the performance obligation) to subscription customers. The
Company expects to recognize the revenue related to unsatisfied performance obligations over the next one to twelve months in
accordance with the terms of the subscriptions.
The Company's payment terms vary by the type and location of the customer and the products or services offered. The
period between invoicing and when payment is due is not significant. For certain products or services and customer types, the
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Company requires payment before the products or services are delivered to the customer. The majority of our subscription
customers are billed and pay on monthly terms.
Advertising costs
Advertising costs are expensed in the period incurred. The Company incurred total advertising expenses for the years
ended December 31, 2025, 2024, and 2023 of $29.4 million, $45.7 million, and $41.9 million, respectively.
Pension and postretirement liabilities
Pension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For
plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits
on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are
recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from
multiemployer pension plans. See Note 10 — Pensions and other postretirement benefit plans for further details.
Share-based compensation
Share-based payments to employees and members of the Board of Directors (i.e., grants of stock options and restricted
stock) are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on
fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.
Self-insurance liability accruals
The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss
coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and
workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.
Concentration of risk
Cash and cash equivalents are maintained with multiple financial institutions. The Company has deposits held with banks
that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and
are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.
Due to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to
customers, products, or geographic locations. Our foreign revenues, principally from businesses in the U.K. at our Newsquest
segment and international operations at our LocaliQ segment, were $238.3 million and $42.2 million, respectively, for the year
ended December 31, 2025. As of December 31, 2025, our long-lived assets in foreign countries were $162.0 million at our
Newsquest segment and $2.4 million for our international operations at our LocaliQ segment.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other
current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use
("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments
over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable;
therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease
payments. The incremental borrowing rate is determined using our credit rating and information available related to similar
terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's
accounting policy for long-lived assets.
Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is
included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to
terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease
payments is recognized on a straight-line basis over the lease term.
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For all material classes of leased assets, we do not separate lease components from non-lease components, and account for
both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the
operating lease ROU assets and liabilities.
Accounts payable and accrued liabilities
A breakout of Accounts payable and accrued liabilities is presented below:
December 31,
In thousands
2025
2024
Accounts payable
$144,401
$154,162
Compensation
79,505
81,738
Taxes (primarily property, sales, and payroll taxes)
8,693
9,135
Benefits
19,985
19,765
Interest
8,972
3,972
Other
46,596
49,612
Accounts payable and accrued liabilities
$308,152
$318,384
Loss contingencies
We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to
significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether
the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss
contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible,
we will disclose the potential range of the loss if material and estimable. Legal costs expected to be incurred in connection with
loss contingencies are expensed as incurred.
Foreign currency translation
The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange
rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the
end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are
included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and
are classified as Accumulated other comprehensive loss in the Consolidated balance sheets and Consolidated statements of
equity.
Recent accounting pronouncements adopted
Income tax disclosures
In November 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, Accounting Standards
Update ("ASU") 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information
about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective
for annual reporting periods beginning after December 15, 2024, and was applied prospectively. Refer to Note 12 — Income
taxes, which reflects updated disclosures.
Recent accounting pronouncements not yet adopted
Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued guidance, ASU 2025-11, which clarifies interim reporting disclosure requirements by
introducing a disclosure principle for material changes since the most recent annual period and consolidating existing interim
disclosure requirements. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption
permitted. The Company is currently evaluating the provisions of ASU 2025-11 and assessing the impact on the Consolidated
financial statements.
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Codification Improvements
In December 2025, the FASB issued guidance, ASU 2025-12, which is intended to clarify, correct, or improve the
Accounting Standards Codification ("ASC") by addressing technical and interpretive matters, improving cross-references, and
removing redundant, unnecessary, or superseded guidance within U.S. GAAP. ASU 2025-12 is effective for interim periods
beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the provisions of ASU
2025-12 and assessing the impact on the Consolidated financial statements.
Derivatives and hedging (Topic 815) and revenue from contracts with customers (Topic 606): Derivatives scope refinements
and scope clarification for share-based noncash consideration from a customer in a revenue contract
In September 2025, the FASB issued guidance, ASU 2025-07, which refines the scope of derivative accounting and
clarifies the accounting for share-based noncash consideration received from customers. ASU 2025-07 introduces a scope
exception for certain non-exchange-traded contracts whose "underlyings," as defined in the ASU, are specific to a party's own
operations and clarifies that ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), is applied initially to share-
based noncash consideration, with other accounting guidance applied only once the right to receive or retain such consideration
becomes unconditional. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim
periods within those annual periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU
2025-07 and assessing the impact on the Consolidated financial statements.
Targeted improvements to the accounting for internal-use software
In September 2025, the FASB issued guidance, ASU 2025-06, which updates the accounting for costs of internal-use
software. The guidance in ASU 2025-06 replaces the prescriptive project-stage model with a principles-based framework that
focuses on management's authorization and commitment to a project and the probability of completion. Additionally,
disclosures for property, plant and equipment will be required for all capitalized software costs. ASU 2025-06 also supersedes
the separate website development guidance and incorporates related provisions into the internal-use software guidance. ASU
2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual
periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-06 and assessing the
impact on the Consolidated financial statements.
Measurement of credit losses for accounts receivable and contract assets
In July 2025, the FASB issued guidance, ASU 2025-05, which provides a practical expedient for estimating expected credit
losses on current account receivables and current contract assets arising from transactions accounted for under ASC 606. ASU
2025-05 allows entities to assume that current conditions existing at the balance sheet date will remain constant over the life of
the receivable or contract asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and
interim periods within those annual periods, with early adoption permitted. The Company does not expect the adoption of the
provisions of ASU 2025-05 to have a material impact on the Consolidated financial statements.
Induced conversions of convertible debt instruments
In November 2024, the FASB issued guidance, ASU 2024-04, which clarifies the assessment of whether certain
settlements of convertible debt instruments should be accounted for as an inducement conversion. The new guidance is
effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The
Company does not expect the adoption of the provisions of ASU 2024-04 to have a material impact on the Consolidated
financial statements.
Disaggregation of income statement expenses
In November 2024, the FASB issued guidance, ASU 2024-03, which requires disaggregated disclosures of certain
categories of expenses that are included in expense line items on the face of the income statement. The disclosures are required
on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and
interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of ASU
2024-03 and assessing the impact on the Consolidated financial statements.
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NOTE 3 — Revenues
Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that
reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company's Consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by
revenue type. Sales taxes and other usage-based taxes are excluded from revenues.
The following tables present our revenues disaggregated by segment and revenue type:
Year ended December 31, 2025
In thousands
USA
TODAY
Media
Newsquest
LocaliQ
Corporate
Intersegment
eliminations
Consolidated
Digital advertising
$301,302
$51,521
$—
$—
$—
$352,823
Digital marketing services
128,106
8,655
448,311
—
(134,002)
451,070
Digital-only subscription
166,248
9,036
—
—
—
175,284
Digital other
58,554
12,271
—
6,068
—
76,893
Digital
654,210
81,483
448,311
6,068
(134,002)
1,056,070
Print advertising
402,925
72,304
—
—
—
475,229
Print circulation
505,037
65,346
—
—
—
570,383
Commercial and other(a)
181,410
19,134
—
—
—
200,544
Print and commercial
1,089,372
156,784
—
—
—
1,246,156
Total revenues
$1,743,582
$238,267
$448,311
$6,068
$(134,002)
$2,302,226
(a) For the year ended December 31, 2025, included $111.2 million of Commercial printing and delivery revenues at the USA TODAY Media segment and
$10.2 million of Commercial printing revenues at the Newsquest segment.
Year ended December 31, 2024
In thousands
USA
TODAY
Media
Newsquest
LocaliQ
Corporate
Intersegment
eliminations
Consolidated
Digital advertising
$292,897
$53,481
$—
$—
$—
$346,378
Digital marketing services
142,120
7,941
477,807
—
(151,819)
476,049
Digital-only subscription
181,670
7,158
—
—
—
188,828
Digital other
76,027
10,713
—
5,656
—
92,396
Digital
692,714
79,293
477,807
5,656
(151,819)
1,103,651
Print advertising
451,589
74,211
—
—
—
525,800
Print circulation
582,965
67,082
—
—
—
650,047
Commercial and other(a)
211,130
18,687
—
—
—
229,817
Print and commercial
1,245,684
159,980
—
—
—
1,405,664
Total revenues
$1,938,398
$239,273
$477,807
$5,656
$(151,819)
$2,509,315
(a) For the year ended December 31, 2024, included $141.8 million of Commercial printing and delivery revenues at the USA TODAY Media segment and
$10.2 million of Commercial printing revenues at the Newsquest segment.
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Year ended December 31, 2023
In thousands
USA
TODAY
Media
Newsquest
LocaliQ
Corporate
Intersegment
eliminations
Consolidated
Digital advertising
$283,249
$50,362
$—
$—
$—
$333,611
Digital marketing services
140,589
8,920
477,909
—
(150,460)
476,958
Digital-only subscription
150,384
5,237
—
—
—
155,621
Digital other
67,521
10,391
—
6,268
—
84,180
Digital
641,743
74,910
477,909
6,268
(150,460)
1,050,370
Print advertising
501,701
74,844
—
—
—
576,545
Print circulation
704,158
68,042
—
—
—
772,200
Commercial and other(a)
248,251
16,184
—
—
—
264,435
Print and commercial
1,454,110
159,070
—
—
—
1,613,180
Total revenues
$2,095,853
$233,980
$477,909
$6,268
$(150,460)
$2,663,550
(a) For the year ended December 31, 2023, included $178.1 million of Commercial printing and delivery revenues at the USA TODAY Media segment and
$8.0 million of Commercial printing revenues at the Newsquest segment.
Revenues generated from international operations comprised 12.2%, 11.2% and 10.3% of total revenues for the years
ended December 31, 2025, 2024, and 2023, respectively.
Deferred revenues
The following table presents the change in the deferred revenues balances for the years ended December 31,:
In thousands
2025
2024
Beginning balance
$108,000
$120,502
Receipts, net of refunds
959,057
1,023,636
Revenue recognized
(961,659)
(1,036,138)
Ending balance
$105,398
$108,000
NOTE 4 — Leases
We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of one to 11 years, some of
which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of
lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the
expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.
The components of lease expense are as follows:
Year ended December 31,
In thousands
2025
2024
2023
Operating lease cost(a)
$40,321
$52,417
$64,845
Short-term lease cost(b)
1,400
938
900
Variable lease cost
9,848
12,390
13,200
Net lease cost
$51,569
$65,745
$78,945
(a) Includes sublease income of $8.8 million, $8.3 million, and $9.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
(b)Excludes expenses relating to leases with a lease term of one month or less.
In 2023, the Company sold two properties in Michigan and Arizona for a total of $60.5 million, which resulted in a net gain
of $39.3 million. Contemporaneously with the closing of the sales, the Company entered into leases pursuant to which we
leased back the properties for cumulative annual rent of $39.9 million, subject to annual escalations. The leases are accounted
for as operating leases.
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Supplemental information related to leases are as follows:
Year ended December 31,
In thousands, except lease term and discount rate
2025
2024
2023
Cash paid for amounts included in the measurement of operating lease liabilities
$62,184
$71,985
$76,338
Right-of-use assets obtained in exchange for operating lease obligations
8,497
6,071
31,501
Gain on sale and leaseback transactions, net
—
(105)
(40,221)
Weighted-average remaining lease term (in years)
5.5
6.0
6.4
Weighted-average discount rate
13.3%
13.2%
13.0%
Future minimum lease payments under non-cancellable leases are as follows:
In thousands
Year ended
December 31,
2026
$50,609
2027
41,936
2028
37,963
2029
36,286
2030
32,305
Thereafter
43,125
Total future minimum lease payments
242,224
Less: Imputed interest
62,368
Total
$179,856
As of December 31, 2025, we have entered into leases that have not yet commenced with total future lease payments of
$0.1 million, which are not yet recorded on the Consolidated balance sheet.
NOTE 5 — Accounts receivable, net
The Company performs its evaluation of the collectability of trade receivables based on customer category. For example,
trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to
advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the
baseline to calculate the allowance for credit losses. The reserve percentage is calculated as a ratio of total net bad debts (less
write-offs and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year
period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable
balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature
of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all
receivables aged over 90 days.
The following table presents changes in the allowance for credit losses:
Year ended December 31,
In thousands
2025
2024
Beginning balance
$13,596
$16,338
Current period provision
7,265
5,155
Write-offs charged against the allowance
(9,049)
(10,564)
Recoveries of amounts previously written-off
1,591
2,676
Other
197
(9)
Ending balance
$13,600
$13,596
The calculation of the allowance considers current economic, industry and customer-specific conditions relative to their
respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies,
receivables in repayment plan and other aging specific reserves. As a result of this analysis, the Company adjusts specific
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reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising,
marketing services and other customers depends on a variety of factors, including trends in local, regional, or national economic
conditions that affect our customers' ability to pay. 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 that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to
individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts
owed from single copy circulation customers.
For the years ended December 31, 2025 and 2024, the Company recorded bad debt expense of $7.3 million and $5.2
million, respectively, which is included in Selling, general and administrative expenses on the Consolidated statements of
operations and comprehensive income (loss).
NOTE 6 — Disposition
On February 28, 2025, the Company completed its sale of the Austin American-Statesman. As a result of the sale, we
recognized a pre-tax gain of approximately $20.8 million, net of selling expenses, which is included in (Gain) loss on sale or
disposal of assets, net on the Consolidated statements of operations and comprehensive income (loss) for the year ended
December 31, 2025.
NOTE 7 — Goodwill and intangible assets
Goodwill and intangible assets consisted of the following:
December 31, 2025
December 31, 2024
In thousands
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Finite-lived intangible assets:
Advertiser relationships
$434,928
$317,104
$117,824
$445,356
$279,176
$166,180
Other customer relationships
88,609
67,427
21,182
89,106
59,198
29,908
Subscriber relationships
240,272
205,602
34,670
250,820
183,895
66,925
Other intangible assets
66,870
66,837
33
66,870
66,212
658
Sub-total
$830,679
$656,970
$173,709
$852,152
$588,481
$263,671
Indefinite-lived intangible assets:
Mastheads
164,136
166,703
Total intangible assets
$337,845
$430,374
Goodwill
$518,762
$530,028
As of December 31, 2025, the weighted average amortization periods for amortizable intangible assets were 11.0 years for
advertiser relationships, 10.0 years for other customer relationships, 10.1 years for subscriber relationships, and 3.9 years for
other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 10.1 years.
For the years ended December 31, 2025, 2024, and 2023, amortization expense was $79.4 million, $88.1 million, and $90.0
million, respectively.
As of December 31, 2025, the estimated future amortization expense for each of the five fiscal years was as follows: 2026 -
$60.5 million; 2027 - $59.5 million; 2028 - $24.4 million; 2029 - $18.8 million; and 2030 and thereafter - $10.5 million.
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Changes in the carrying amount of Goodwill by segment are as follows:
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Total
Balance at December 31, 2023
$401,057
$15,348
$117,471
$533,876
Divestitures
(3,662)
—
—
(3,662)
Foreign exchange
13
(199)
—
(186)
Balance at December 31, 2024
$397,408
$15,149
$117,471
$530,028
Divestitures
(12,375)
—
—
(12,375)
Foreign exchange
(7)
1,116
—
1,109
Balance at December 31, 2025
$385,026
$16,265
$117,471
$518,762
As of both December 31, 2025 and 2024, the carrying amount of goodwill reflected accumulated impairment losses of
$340.8 million, $70.5 million and $44.1 million related to impairments at the USA TODAY Media, Newsquest and LocaliQ
segments, respectively.
Annual impairment assessment
The Company performed its goodwill and indefinite-lived intangible impairment assessment in the fourth quarter of 2025
with the assistance of third-party valuation specialists. Determining fair value requires the exercise of significant judgments,
including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant
comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in
the analysis are based on the Company's internal forecasts, which considered the current and expected future economic and
market conditions for each reporting unit. The long-term growth rates are dependent on various factors and could be adversely
impacted by a sustained decrease in overall market growth rates, the competitive environment, relative currency exchange rates
and a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in
the 2025 analysis, which ranged from 0% to 3.0%. The discount rates for each reporting unit are determined based on the
inherent risks of each reporting unit's underlying operations and may be impacted by adverse changes in the macroeconomic
environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount
rates used in the 2025 analysis, which ranged from 13.0% to 20.0%.
For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow
analysis and a market-based approach. During the fourth quarter of 2025, the Company compared the fair value of each
reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying
values.
For mastheads, the Company applied a "relief from royalty" approach, a discounted cash flow model, reflecting current
assumptions, to determine the fair value of indefinite-lived intangible assets. During the fourth quarter of 2025, the Company
compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each
indefinite-lived intangible asset being in excess of its carrying value.
In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has
occurred under ASC 360, "Property, Plant and Equipment ("ASC 360"), which would require interim impairment testing. As of
December 31, 2025, the Company performed a review of potential indicators for its long-lived asset groups under ASC 360 and
it was determined that no indicators of impairment were present.
During 2024 and 2023, there were no impairments of goodwill and indefinite-lived intangible assets.
While the Company believes its judgments represent reasonably possible outcomes based on available facts and
circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public
company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a
reporting unit. The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the
business environment, capital markets or the economy generally, and actual or projected operating results, require the
performance of an interim impairment assessment of goodwill, as well as other long-lived assets. For example, any significant
shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to
a downward revision in the fair value of certain reporting units.
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NOTE 8 — Integration and reorganization costs and asset impairments
Integration and reorganization costs
Integration and reorganization costs include severance costs as well as other reorganization-related costs associated with
individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and
improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union
contracts. Costs related to these programs, which primarily include severance and other reorganization-related costs, are
accrued when probable and reasonably estimable or at the time of program announcement.
Severance-related expenses
The Company recorded severance-related expenses by segment as follows:
Year ended December 31,
In thousands
2025
2024
2023
USA TODAY Media
$21,252
$11,529
$9,935
Newsquest
984
884
1,762
LocaliQ
1,773
1,254
756
Corporate
4,851
1,481
6,064
Total
$28,860
$15,148
$18,517
A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the
Consolidated balance sheets for the years ended December 31, 2025 and 2024 is as follows:
In thousands
Severance and
related expenses
Balance at December 31, 2023
$6,928
Restructuring provision included in integration and reorganization costs
15,148
Cash payments
(16,585)
Balance at December 31, 2024
5,491
Restructuring provision included in integration and reorganization costs
28,860
Cash payments
(26,013)
Other(a)
1,781
Balance at December 31, 2025
$10,119
(a)For the year ended December 31, 2025, included $1.8 million related to the departure of the Company's former Chief Financial Officer.
Other reorganization-related costs
Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the
Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related
costs by segment as follows:
Year ended December 31,
In thousands
2025
2024
2023
USA TODAY Media(a)
$(5,663)
$38,096
$(4,353)
Newsquest(b)
200
(1,397)
1
LocaliQ
—
807
28
Corporate(c)
8,198
13,501
10,275
Total
$2,735
$51,007
$5,951
(a)For the year ended December 31, 2025, included the reversal of withdrawal liabilities related to multiemployer pension plans of $12.2 million based on the
settlement of the withdrawal liabilities. For the year ended December 31, 2024, included $25.9 million related to withdrawal liabilities which were expensed
as a result of ceasing contributions to multiemployer pension plans and $9.7 million expensed as of the cease-use date related to certain licensed content. For
the year ended December 31, 2023, included the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 million based on the
settlement of the withdrawal liabilities.
(b)  For the year ended December 31, 2024, included the reversal of a withdrawal liability of $1.4 million related to a pension plan based on settlement of the
withdrawal liability.
(c)For the year ended December 31, 2025, included $2.1 million expensed related to the departure of the Company's former Chief Financial Officer.
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Asset impairments
Corporate office relocation
On March 1, 2024, we exited and ceased use of our leased facility in McLean, Virginia and moved our corporate
headquarters to our existing office space in New York. As a result of the headquarters relocation, we recorded an impairment
charge of approximately $46.0 million during the year ended December 31, 2024 related to the McLean operating lease right-
of-use asset and the associated leasehold improvements. At the time of impairment, the fair value was measured using a
discounted cash flow model based on market rents projected over the remaining lease term, which expires in October 2030.
Beginning in 2025, the Company entered into a sublease agreement for the use of a portion of office space in our leased facility
in McLean, Virginia. The sublease commenced on September 1, 2025, for a 5-year term with annual lease income of
approximately $2.1 million. We continue to seek subleases for the remaining leased space. 
NOTE 9 — Debt
The Company's debt as of December 31, 2025 and 2024 consisted of the financing arrangements described below.
December 31, 2025
December 31, 2024
In millions
Principal
balance
Unamortized
original issue
discount
Unamortized
deferred
financing
costs
Carrying
value
Principal
balance
Unamortized
original issue
discount
Unamortized
deferred
financing
costs
Carrying
value
2029 Term Loan Facility
$729.5
$(8.8)
$(5.6)
$715.1
$850.0
$(12.2)
$(7.7)
$830.1
2031 Notes
223.7
(4.4)
(2.5)
216.8
223.7
(5.0)
(2.8)
215.9
2027 Notes
24.1
(1.8)
—
22.3
38.1
(4.2)
(0.1)
33.8
Total debt
$977.3
$(15.0)
$(8.1)
$954.2
$1,111.8
$(21.4)
$(10.6)
$1,079.8
Less: Current portion of
long-term debt
$(69.3)
$—
$—
$(69.3)
$(74.3)
$—
$—
$(74.3)
Non-current portion of
long-term debt
$908.0
$(15.0)
$(8.1)
$884.9
$1,037.5
$(21.4)
$(10.6)
$1,005.5
2029 Term Loan Facility
On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the
"Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings LLC ("Gannett Holdings"),
a wholly owned subsidiary of the Company, as the borrower (in such capacity, the "Borrower"), certain subsidiaries of the
Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for
the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders,
which amended and restated the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended,
supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing
Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit
Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and
Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a $900.0 million
five-year first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's previous
five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured
Term Loan," and collectively with the 2029 Term Loan Facility, the "Term Loans"). The 2029 Term Loan Facility is comprised
of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed
draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which was made available to the Borrower at its
discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions.
In April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of
its 2031 Notes (as defined below) and entered into a privately negotiated agreement with a holder of its 2027 Notes (as defined
below) to repurchase $14.0 million principal amount of its outstanding 2027 Notes at 105% of par value, plus accrued and
unpaid interest, for $15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed
Draw Facility, and as a result as of December 31, 2025, $15.0 million had been drawn under the 2029 Delayed Draw Facility.
As a result of this transaction, the Company recognized an immaterial loss on the early extinguishment of debt during the year
ended December 31, 2025.
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The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base
rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (ii) Adjusted Term SOFR
(which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on
October 15, 2029 and is freely prepayable without penalty.
The 2029 Term Loan Facility is amortized at a rate of $17.3 million per quarter. 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).
The 2029 Term Loan Facility contains usual and customary covenants for credit facilities of this type, including a
requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among
other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary
exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount
of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to
1.00 but greater than 1.50 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for
such fiscal quarter is equal to or less than 1.50 to 1.00 but greater than 1.00 to 1.00, and (iii) an unlimited amount if the First
Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of December 31, 2025, the Company
was in compliance with all of the covenants and obligations under the 2029 Term Loan Facility.
As of December 31, 2025 and 2024, the 2029 Term Loan Facility was recorded at carrying value, which approximated fair
value, in the Consolidated balance sheets and was classified as Level 2.
In connection with the Term Loans, for the years ended December 31, 2025 and 2024, the Company recognized interest
expense of $74.1 million and $45.0 million, respectively, and paid cash interest of $69.0 million and $42.5 million,
respectively. For the years ended December 31, 2025 and 2024, the Company recognized amortization of original issue
discount of $2.5 million and $2.3 million, respectively, and amortization of deferred financing costs of $1.6 million and $0.7
million, respectively. Additionally, during the years ended December 31, 2025 and 2024, the Company recognized a loss on
early extinguishment of debt of $1.4 million and $2.5 million, respectively, related to the write-off of original issue discount
and deferred financing costs as a result of early prepayments on the Term Loans.
For the year ended December 31, 2025, the Company prepaid $135.5 million on the 2029 Term Loan Facility, including
the quarterly amortization payments, which was classified as financing activities in the Consolidated statements of cash flows.
As of December 31, 2025, the effective interest rate for the 2029 Term Loan Facility was 9.6%.
Senior Secured Convertible Notes due 2027, Senior Secured Convertible Notes due 2031, and the Convertible Notes
Exchange
The 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") were issued pursuant to an Indenture dated as
of November 17, 2020 (as amended, supplemented or otherwise modified from time to time, the "2027 Notes Indenture"),
between the Company and U.S. Bank National Association, as trustee.
In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor
Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights
and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an
amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC.
On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes
pursuant to which it (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of
$1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a
total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due
2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange"). The Company
also paid accrued and unpaid interest of approximately $10.0 million to the holders of 2027 Notes who participated in the
Convertible Notes Exchange.
Additionally, on October 15, 2024, the Company issued and sold $110,000 in aggregate principal amount of 2031 Notes in
a privately negotiated transaction (the "2031 Notes Sale").
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The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024 (the "2031 Notes Indenture"), among
the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus
Products Corp, as collateral agent.
Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a
supplemental indenture to the 2027 Notes Indenture pursuant to which (i) substantially all of the restrictive covenants contained
in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were
eliminated and (iii) certain related provisions were amended to conform with such eliminations.
Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature
on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031
Notes may be converted at any time by the holders thereof into cash, shares of the Company's common stock, par value $0.01
per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial
conversion rate for both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per $1,000 principal amount of the
2027 Notes and the 2031 Notes, respectively, which is equal to a conversion price of $5.00 per share of Common Stock (the
"Conversion Price"). As of December 31, 2025, the amount by which the 2027 Notes and the 2031 Notes if-converted values
exceeded their principal values was $0.7 million and $6.7 million, respectively.
Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes
Indenture), the Company will in certain circumstances increase the conversion rate for the 2027 Notes and the 2031 Notes for a
specified period of time. If a "Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes Indenture)
occurs, the Company will be required to offer to repurchase the 2027 Notes and the 2031 Notes at a repurchase price of 110%
of the principal amount thereof.
Under the 2031 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the
ratio of consolidated debt to EBITDA (as such term is defined in the 2031 Notes Indenture) does not exceed a specified ratio. In
addition, the 2031 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the
2031 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to
purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend.
The Company will have the right to redeem for cash up to the lesser of (i) approximately $72.8 million and (ii) 30% of the
aggregate principal amount of 2031 Notes issued pursuant to the 2031 Notes Indenture, in either case, with such amount
reduced by 30% of the principal amount of 2031 Notes that has been converted by the holders of the 2031 Notes or redeemed or
repurchased by the Company, at a redemption price of 140% of the principal amount thereof, on or prior to December 1, 2030
(or December 1, 2028 if the 2029 Term Loan Facility is refinanced or amended to permit the redemption of the 2031 Notes in
an amount equal to or greater than such principal amount of 2031 Notes).
The 2027 Notes and 2031 Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that guarantee
the 2029 Term Loan Facility. The 2027 Notes and 2031 Notes rank as senior secured debt of the Company and are secured by
liens on the same collateral package that secures the indebtedness incurred in connection with the 2029 Term Loan Facility. The
2027 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the 2029 Term Loan Facility
and the 2031 Notes. The 2031 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the
2029 Term Loan Facility but senior to the liens securing the 2027 Notes.
The 2031 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness,
dispositions, loans, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates,
restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges, and modifications to
certain agreements. The 2031 Notes Indenture also requires the Company to maintain, as of the last day of each fiscal quarter, at
least $30.0 million of Qualified Cash (as defined in the 2031 Notes Indenture). The 2027 Notes Indenture and the 2031 Notes
Indenture include customary events of default.
The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of December 31, 2025 and
2024, the debt component of the 2027 Notes was recorded at carrying value in the Consolidated balance sheets. The carrying
value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed
at inception and did not approximate fair value as of December 31, 2025. The 2027 Notes were classified as Level 2, and based
on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the
estimated fair value of the 2027 Notes was $28.9 million as of December 31, 2025, and was primarily affected by fluctuations
in market interest rates and the price of the Company's Common Stock.
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In connection with the Convertible Notes Exchange, for the year ended December 31, 2024, the Company recognized a net
gain on extinguishment of $63.2 million, after the recognition of the write-off of unamortized original issue discount of $50.3
million, and unamortized deferred financing costs of $1.1 million.
As of December 31, 2025, the Company recorded a reduction in Additional paid-in capital in the Consolidated balance
sheet of $2.0 million related to the repurchase of 2027 Notes in April 2025, and as of December 31, 2024, the Company
recorded a reduction in Additional paid-in capital in the Consolidated balance sheet of $237.5 million related to the Convertible
Notes Exchange. The equity component of the 2027 Notes was classified as Level 3 as it was calculated based on the aggregate
fair value of the 2027 Notes which used a binomial lattice model and assumptions based on market information and historical
data, and significant unobservable inputs. As of December 31, 2025 and 2024, the amount of the equity component of the 2027
Notes remaining in Additional paid-in capital was $40.0 million and $42.0 million, respectively, net of tax. The remaining 2027
Notes are convertible into 4.8 million shares of Common Stock, based on the initial conversion price of $5.00 per share.
The 2031 Notes have two components: (i) a debt component, and (ii) an equity component. As of December 31, 2025 and
2024, the debt component of the 2031 Notes was recorded at carrying value in the Consolidated balance sheets. The 2031 Notes
were classified as Level 2 because they were measured at fair value using commonly accepted valuation methodologies and
indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for
similar debt instruments that do not contain a conversion feature. As of December 31, 2025, the Company determined that the
carrying value of the 2031 Notes did not approximate fair value.
The excess of the fair value over the principal value of the 2031 Notes was recorded in Additional Paid-in capital as the
2031 Notes were issued at a 50% premium. The equity component of the 2031 Notes was classified as Level 3, as it was
calculated based on the aggregate fair value of the 2031 Notes which used a binomial lattice model and assumptions based on
market information and historical data, and significant unobservable inputs. As of December 31, 2025 and 2024, the amount of
the equity component recorded in Additional paid-in capital was $80.4 million, net of tax. The 2031 Notes are convertible into
44.7 million shares of Common Stock, based on the initial conversion price of $5.00 per share.
In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2025 and 2024, the Company
recognized interest expense of $15.1 million and $26.2 million, respectively, and paid cash interest of $15.2 million and $27.4
million, respectively. In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2025 and 2024,
the Company recognized amortization of original issue discount of $1.6 million and $11.9 million, respectively, and
amortization of deferred financing costs of $0.4 million and $0.3 million, respectively. The effective interest rate on the debt
component of the 2027 Notes was 10.5% as of December 31, 2025. The effective interest rate on the debt component of the
2031 Notes was 6.6% as of December 31, 2025.
For the year ended December 31, 2025, no shares of Common Stock were issued upon conversion, exercise, or satisfaction
of the required conditions of the 2027 Notes or the 2031 Notes. Refer to Note 13 — Supplemental equity and other information
for details on the impact of the 2027 Notes and the 2031 Notes to diluted earnings per share under the if-converted method.
As discussed above, in April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and
certain holders of its 2031 Notes and entered into a privately negotiated agreement with a holder of its 2027 Notes to repurchase
$14.0 million principal amount of its outstanding 2027 Notes at 105% of par value, plus accrued and unpaid interest, for
$15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed Draw Facility, and as a
result as of December 31, 2025, $15.0 million had been drawn under the 2029 Delayed Draw Facility. As a result of this
transaction, the Company recognized an immaterial loss on the early extinguishment of debt during the year ended December
31, 2025.
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Future debt obligation payments
Future debt obligation payments for the year ended December 31, are as follows:
In millions
Principal payments
2026
$69.3
2027
93.5
2028
69.3
2029
521.5
2030 and thereafter
223.7
Total future debt obligations
$977.3
NOTE 10 — Pensions and other postretirement benefit plans
We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under
collective bargaining agreements. Our retirement plans include the (i) Gannett Retirement Plan (the "GR Plan"), (ii) Gannett
Retirement Plan for Certain Union Employees (the "Union Plan"), (iii) Newsquest Scheme in the U.K. (the "U.K. Pension
Plan"), (iv) Newspaper Guild of Detroit Pension Plan (the "Detroit Plan"), (v) George W. Prescott Publishing Company Pension
Plan (the "GWP Plan") and (vi) Times Publishing Company Defined Benefit Pension Plan (the "TPC Plan"). The GWP Plan
was amended to freeze all future benefit accruals by December 31, 2008, except for a select group of union employees whose
benefits were frozen in 2009, the GR Plan was amended to freeze all future benefit accruals by August 1, 2008, except for a
select group of unions and the TPC Plan was frozen as of May 31, 2007, prior to the Company's acquisition of the TPC Plan.
The Company also maintains several postretirement medical and life insurance plans which cover certain employees. We
also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Most
of our retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The
cost of providing retiree health care and life insurance benefits is actuarially determined. Our policy is to fund benefits as claims
and premiums are paid. We use a December 31 measurement date for these plans.
The following table presents the change in the projected benefit obligation for the years ended December 31:
Pension benefits
Postretirement benefits
In thousands
2025
2024
2025
2024
Projected benefit obligation at beginning of period
$1,503,131
$1,658,045
$39,007
$41,719
Service cost
860
998
32
35
Interest cost
80,834
81,500
2,104
2,120
Actuarial loss (gain)
23,908
(101,025)
(793)
(286)
Foreign currency translation
41,031
(8,174)
—
—
Benefits paid
(115,042)
(127,368)
(3,758)
(4,581)
Curtailment
—
119
—
—
Settlement
(212,186)
(964)
—
—
Projected benefit obligation at end of period
$1,322,536
$1,503,131
$36,592
$39,007
The following table presents the change in the fair value of plan assets for the years ended December 31:
Pension benefits
Postretirement benefits
In thousands
2025
2024
2025
2024
Fair value of plan assets at beginning of period
$1,659,702
$1,783,898
$—
$—
Actual return on plan assets
112,229
5,620
—
—
Employer contributions
1,691
7,949
3,758
4,581
Settlement
(212,186)
(964)
—
—
Benefits paid
(115,042)
(127,368)
(3,758)
(4,581)
Foreign currency translation
47,294
(9,433)
—
—
Fair value of plan assets at end of period
$1,493,688
$1,659,702
$—
$—
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The following table presents amounts recognized in the Consolidated balance sheets, the plans' funded status and
accumulated other comprehensive income that has not yet been recognized at December 31:
Pension benefits
Postretirement benefits
In thousands
2025
2024
2025
2024
Other assets
$173,362
$160,343
$—
$—
Accounts payable and accrued liabilities
271
277
4,361
4,682
Pension and other postretirement benefit obligations
1,939
3,495
32,231
34,325
Funded status at end of period
171,152
156,571
(36,592)
(39,007)
Unrecognized actuarial loss (gain)
98,955
76,547
(11,049)
(11,929)
Unrecognized prior service cost (benefit)
1,529
1,491
(1,599)
(2,169)
Net prepaid (accrued) benefit cost
$271,636
$234,609
$(49,240)
$(53,105)
Accumulated pension benefit obligations were $1.3 billion and $1.5 billion as of December 31, 2025 and 2024,
respectively. For the funded plans, the fair value of plan assets exceeds both the projected benefit obligation and accumulated
benefit obligation. For the underfunded plans, the projected benefit obligation and accumulated benefit obligation exceed the
fair value of plan assets. The following table presents information about funded and underfunded pension plans at December
31:
Funded plans
Underfunded plans
In thousands
2025
2024
2025
2024
Accumulated benefit obligation
$1,319,619
$1,456,629
$2,210
$45,780
Projected benefit obligation
1,320,326
1,457,351
2,210
45,780
Fair value of plan assets
1,493,688
1,617,694
—
42,008
Net periodic benefit cost and amounts recognized in Other comprehensive income (loss)
The combined net pension and postretirement expense (benefit) recognized in the Consolidated statements of operations
and comprehensive income (loss) was $19.7 million, $11.4 million, and $8.0 million for the years ended December 31, 2025,
2024, and 2023, respectively.
The following table presents the components of net periodic pension and postretirement benefits at December 31:
Pension benefits
Postretirement benefits
In thousands
2025
2024
2023
2025
2024
2023
Service cost
$860
$998
$1,366
$32
$35
$40
Interest cost(a)
80,834
81,500
84,449
2,104
2,120
2,334
Expected return on plan assets(a)
(91,689)
(96,726)
(95,358)
—
—
—
Amortization of actuarial loss (gain)(a)
2,453
2,926
2,185
(1,674)
(1,912)
(2,490)
Amortization of prior service costs(a)
71
69
67
(569)
(569)
(569)
Settlement loss (gain)(a)
(12,105)
35
—
—
—
—
Curtailment(a)
—
119
—
—
—
—
Total benefit, net
$(19,576)
$(11,079)
$(7,291)
$(107)
$(326)
$(685)
(a) Amounts are included in Other income (expense), net on the Consolidated statements of operations and comprehensive income (loss).
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The following table presents the changes in pension and other postretirement benefit plans recognized in Other
comprehensive income (loss) at December 31:
Pension benefits
Postretirement benefits
In thousands
2025
2024
2023
2025
2024
2023
Net actuarial (gain) loss
$3,368
$(9,919)
$(33,244)
$(793)
$(286)
$109
Amortization of net actuarial (loss) gain
(2,453)
(2,926)
(2,185)
1,674
1,912
2,490
Change in prior service cost
—
—
—
—
—
(3,307)
Amortization of prior service costs
(71)
(69)
(67)
569
569
569
Settlement gain (loss)
12,105
(35)
—
—
—
—
Equity method investments
725
(116)
(610)
—
—
—
Other
9,497
(1,405)
7,415
—
—
—
(Gain) loss recognized in Other comprehensive
income (loss)
$23,171
$(14,470)
$(28,691)
$1,450
$2,195
$(139)
Assumptions
The following assumptions were used in connection with the Company's actuarial valuation of its pension plans and
postretirement benefit obligations at December 31:
 
Pension benefits
Postretirement benefits
2025
2024
2025
2024
Weighted average discount rate
5.5%
5.7%
5.4%
5.8%
Rate of increase in future compensation levels(a)
2.0%
2.0%
N/A
N/A
Current year medical trend
N/A
N/A
7.3%
7.5%
Ultimate year medical trend
N/A
N/A
4.5%
4.5%
Year of ultimate trend
N/A
N/A
2037
2037
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.
The following assumptions were used to calculate the net periodic benefit cost for the Company's pension plans and
postretirement benefit obligations at December 31:
 
Pension benefits
Postretirement benefits
2025
2024
2023
2025
2024
2023
Weighted average discount rate
5.5%
5.1%
5.4%
5.8%
5.4%
5.7%
Rate of increase in future compensation levels(a)
2.0%
2.0%
2.0%
N/A
N/A
N/A
Weighted average expected return on assets
5.7%
5.6%
5.7%
N/A
N/A
N/A
Current year medical trend
N/A
N/A
N/A
7.5%
6.3%
6.5%
Ultimate year medical trend
N/A
N/A
N/A
4.5%
4.5%
4.5%
Year of ultimate trend
N/A
N/A
N/A
2037
2031
2031
(a) Relates only to the Newspaper Guild of Detroit defined benefit pension plans.
To determine the expected long-term rate of return on pension plan assets, the Company considers the current and expected
asset allocations as well as historical and expected returns on various categories of plan assets, input from the actuaries and
investment consultants, and long-term inflation assumptions. The expected allocation of pension plan assets is based on a
diversified portfolio consisting of domestic and international equity securities and fixed income securities. This expected return
is then applied to the fair value of plan assets. The Company amortizes experienced gains and losses, including the effects of
changes in actuarial assumptions and plan provisions, over a period equal to the average future service of plan participants or
over the average remaining life expectancy of inactive participants. The Company updates the estimates used to measure the
defined benefit pension assets and obligations annually or upon a remeasurement event.
The fiduciaries of the pension plans set investment policies and strategies for the pension trusts. Objectives include
preserving the funded status of the plan and balancing risk against return.
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The weighted average target asset allocation of our plans for 2026 and allocations at the end of 2025 and 2024, by asset
category, are presented in the table below:
Target
allocation
Allocation of plan assets
 
2026
2025
2024
Equity securities
14%
10%
21%
Debt securities
69%
72%
62%
Alternative investments(a)
17%
18%
17%
Total
100%
100%
100%
(a)Alternative investments include real estate, private equity and hedge funds.
Purchase of pension annuity contract
On October 31, 2025, USA TODAY Media Corp., formerly Gannett Media Corp., a wholly-owned subsidiary of the
Company, as sponsor of the GR Plan, entered into an agreement pursuant to which the GR Plan used a portion of its assets to
purchase annuities from one insurance company (the "Insurer") and transferred approximately $206 million of the GR Plan's
pension liabilities and related pension assets. As of November 7, 2025 (the "Effective Date"), this agreement irrevocably
transferred to the Insurer future GR Plan benefit obligations for certain U.S. retirees and beneficiaries ("Participants") beginning
with payments due to the Participants on January 1, 2026 and USA TODAY Media Corp. has no financial responsibility for the
Participants' benefits on or after such date. As of the Effective Date, the Insurer assumed responsibility for administrative and
customer service support, including distribution of payments to the Participants. Participants' benefits were not reduced as a
result of this transaction. As a result of this transaction, we were required to remeasure the related plan benefit obligations and
assets as of October 31, 2025 reflecting the use of an updated discount rate. The plan remeasurement resulted in an increase of
$13.6 million in the GR Plan's funded status, which included an increase in benefit obligation of $27.1 million (primarily due to
a decrease in the discount rate from 5.75% at January 1, 2025 to 5.45%) and an incremental increase in plan assets of $40.7
million. In addition, we recognized a noncash pension settlement gain of $11.8 million ($8.9 million, net of tax) for the GR Plan
for the year ended December 31, 2025, which represented the accelerated recognition of actuarial gains that were included in
accumulated other comprehensive income (loss) within stockholders' equity.
Contributions
We are contractually obligated to contribute to our pension and postretirement benefit plans. During the year ended
December 31, 2025, we contributed $1.7 million and $3.8 million to our pension and other postretirement plans, respectively.
Future contributions to our pension and postretirement benefit plans, which we are contractually obligated to contribute, are
estimated to be $5.9 million in 2026. Contributions beyond 2026 are not estimated due to uncertainties regarding significant
assumptions involved in estimating these contributions, such as interest rate levels, as well as the amount and timing of invested
asset returns. These future contributions do not include additional contributions which may be required to meet Internal
Revenue Service ("IRS") minimum funding standards as these contributions are subject to uncertainties regarding significant
assumptions involved in their estimation such as interest rate levels as well as the amount and timing of invested asset returns.
Estimated future benefit payments
We estimate making the following benefit payments, which reflect expected future service:
In thousands
Pension
benefits
Postretirement
benefits
2026
$112,980
$4,477
2027
113,107
4,200
2028
111,222
3,943
2029
112,295
3,695
2030
108,085
3,469
Thereafter
488,002
14,275
The amounts above exclude the participants' share of the benefit cost. We expect no subsidy benefits for 2026 and beyond.
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Multiemployer plans
The Company is a participant in six multiemployer pension plans covering certain employees with collective bargaining
agreements ("CBAs"). The risks of participating in these multiemployer plans are different from single-employer plans in the
following aspects:
•The Company plays no part in the management of plan investments or any other aspect of plan administration;
•Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other
participating employers;
•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the
remaining participating employers; and
•If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay
those plans in an amount based on the unfunded status of the plan, referred to as withdrawal liability.
The Company's participation in these plans for the year ended December 31, 2025, is outlined in the table below. The
"EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number.
Unless otherwise noted, the two most recent Pension Protection Act zone statuses available are for the plans for the years ended
December 31, 2025, and 2024, respectively. The zone status is based on information the Company received from the plan and is
certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded; plans in the
orange zone are both (i) less than 80% funded and (ii) have an accumulated/expected funding deficiency in any of the next six
plan years, net of any amortization extensions; plans in the yellow zone meet either one of the criteria mentioned in the orange
zone; and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates plans
for which a financial improvement plan ("FIP") or a rehabilitation plan ("RP") is either pending or has been implemented. The
last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. The Company
makes all required contributions to these plans as determined under the respective CBAs. For each of the plans listed below, the
Company's contribution represented less than 5% of total contributions to the plan.
EIN/Plan
number
Zone status
Year Ended
FIP/RP
status
pending/
implemented
Contributions
(In thousands)
Surcharge
imposed
Expiration
dates of
CBAs
Pension Plan Name
December
31, 2025
December
31, 2024
2025
2024
2023
CWA/ITU Negotiated Pension Plan
13-6212879/001
Red
Red
Implemented
$21
$160
$255
No
8/4/2025
GCIU—Employer Retirement Benefit
Plan(a)
91-6024903/001
Red
Red
Implemented
28
46
41
No
8/4/2025
The Newspaper Guild International
Pension Plan(a)
52-1082662/001
Red
Red
Implemented
14
9
14
Yes
10/6/2021
IAM National Pension Plan(a) (b)
51-6031295/002
Red
Red
Implemented
74
118
147
Yes
8/4/2025
Teamsters Pension Trust Fund of
Philadelphia and Vicinity(a)
23-1511735/001
Green
Green
N/A
694
998
965
N/A
August 31,
2026  and
September 1,
2026
Central Pension Fund of the International
Union of Operating Engineers and
Participating Employers(a)
36-6052390/001
Green
Green
N/A
31
53
58
N/A
8/4/2025
Total
$862
$1,384
$1,480
(a)This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension
Relief Act of 2010.
(b)The trustees of this plan have voluntarily elected to put the fund in critical status to strengthen its funding position.
As of December 31, 2025, the total unpaid balance for the Company's withdrawal liabilities was approximately $37.3
million, which are payable over 13.2 years. During the year ended December 31, 2025, we reversed $12.2 million of
withdrawal liabilities related to multiemployer pension plans, in which we formerly participated, based on the settlement of the
withdrawal liabilities.
Defined contribution plans
Employees are immediately eligible to participate in the Gannett Media Corp. 401(k) Savings Plan (the "401(k) Savings
Plan") and can elect to save up to 75% of compensation on a pre-tax basis, subject to IRS limitations. Effective January 1, 2021,
employees covered under collective bargaining agreements are eligible to participate in the 401(k) Savings Plan only if
participation has been bargained, unless previously eligible in the New Media Investment Group Inc. Retirement Savings Plan.
In October 2022, matching contributions to the 401(k) Savings Plan, with the exception of certain employees covered under
collective bargaining agreements, were suspended. Beginning in July 2024, matching contributions to the 401(k) Savings Plan
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were reinstated, and the current matching formula is 25% of the first 4% of employee contributions of eligible pay. For the
years ended December 31, 2025, 2024, and 2023, the Company's matching contributions were $5.7 million, $3.3 million and
$0.8 million, respectively.
NOTE 11 — Fair value measurement
In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a
three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the
Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active
markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and
Level 3 includes fair values estimated using significant unobservable inputs.
As of December 31, 2025, and 2024, assets and liabilities recorded at fair value and measured on a recurring basis
primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient
to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair
value hierarchy.
The Company's debt is recorded on the Consolidated balance sheets at carrying value. Refer to Note 9 — Debt for
additional discussion regarding fair value of the Company's debt instruments.
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on
an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of
impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the Consolidated financial statements,
are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party
valuation analyses when certain circumstances arise. As of December 31, 2025 and 2024, the Company had assets held for sale
of $3.7 million and $1.5 million, respectively.
The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter
of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value
measurements of the assets are considered to be Level 3 measurements. Refer to Note 7 — Goodwill and intangible assets for
additional discussion regarding the annual impairment assessment.
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The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the
following pension plans: the (i) GR Plan, (ii) Union Plan, (iii) U.K. Pension Plan, (iv) Detroit Plan (v) GWP Plan, and (vi) TPC
Plan as of December 31, 2025:
In thousands
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$8,201
$1,931
$—
$10,132
Corporate common stock
66,017
—
—
66,017
Corporate and government bonds
—
166,200
—
166,200
Real estate
—
—
106,365
106,365
Mutual funds
48,698
—
—
48,698
Interest in common/collective trusts:
Equities
—
76,553
—
76,553
Fixed income
—
831,730
—
831,730
Partnership/joint venture interests
—
—
162,742
162,742
Total plan assets at fair value excluding those measured at NAV
$122,916
$1,076,414
$269,107
$1,468,437
Instruments measured at NAV using the practical expedient:
Real estate funds
9,011
Interest in common/collective trusts - fixed income
16,961
Partnerships/joint ventures
804
Total plan assets at fair value
$1,495,213
Liabilities:
Other liabilities
$(1,525)
$—
$—
$(1,525)
Total plan liabilities at fair value
$(1,525)
$—
$—
$(1,525)
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets for the year ended
December 31, 2025:
Actual return on plan 
assets
In thousands
Balance at
beginning
of year
Relating to
assets still
held at
report date
Relating to
assets sold/
redeemed
during the
period
Purchases
Sales
Settlements
Balance at
end of 
year
Assets:
Real estate
$124,790
$10,468
$—
$—
$(28,893)
$—
$106,365
Partnership/joint venture interests
171,476
5,841
—
27,480
(32,879)
(9,176)
162,742
Total assets
$296,266
$16,309
$—
$27,480
$(61,772)
$(9,176)
$269,107
There were no transfers between Levels 1 and 2 for the year ended December 31, 2025.
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The following table sets forth by level, within the fair value hierarchy, the fair values of assets and liabilities related to the
following pension plans: the (i) GR Plan, (ii) Union Plan, (iii) U.K. Pension Plan, (iv) Detroit Plan (v) GWP Plan, and (vi) TPC
Plan as of December 31, 2024:
In thousands
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$10,989
$1,695
$—
$12,684
Corporate common stock
66,725
—
—
66,725
Corporate and government bonds
—
231,518
—
231,518
Real estate
—
—
124,790
124,790
Mutual funds
20,430
—
—
20,430
Exchange traded funds
23,215
—
—
23,215
Interest in common/collective trusts:
Equities
—
255,382
—
255,382
Fixed income
—
721,506
—
721,506
Partnership/joint venture interests
—
—
171,476
171,476
Total plan assets at fair value, excluding those measured at NAV
$121,359
$1,210,101
$296,266
$1,627,726
Assets measured at NAV using the practical expedient:
Real estate funds
8,814
Interest in common/collective trusts - fixed income
23,163
Partnership/joint venture interests
1,675
Total plan assets at fair value
$1,661,378
Liabilities:
Other liabilities
$(1,676)
$—
$—
$(1,676)
Total plan liabilities at fair value
$(1,676)
$—
$—
$(1,676)
The following table sets forth a summary of changes in the fair value of the Level 3 pension plan assets and liabilities for
the year ended December 31, 2024:
Actual return on plan 
assets
In thousands
Balance at
beginning
of year
Relating to
assets still
held at
report date
Relating to
assets sold
during the
period
Purchases
Sales
Settlements
Balance at
end of 
year
Assets:
Real estate
$133,503
$(2,039)
$—
$—
$(6,674)
$—
$124,790
Partnership/joint venture interests
169,932
(10,044)
—
39,243
(23,899)
(3,756)
171,476
Hedge funds
48,695
—
7
—
—
(48,702)
—
Total assets
$352,130
$(12,083)
$7
$39,243
$(30,573)
$(52,458)
$296,266
There were no transfers between Levels 1 and 2 for the year ended December 31, 2024.
Valuation methodologies used for pension plan assets and liabilities measured at fair value are as follows:
•Corporate common stock is valued primarily at the closing price reported on the active market on which the individual
securities are traded;
•Corporate bonds are a type of debt security issued by a corporation and are primarily valued using trades or quotes in
secondary markets for that specific issue or similar security;
•Investments in direct real estate in the U.K. have been valued by an independent qualified valuation professional in the
U.K. using a valuation approach that capitalizes any current or future income streams at an appropriate multiplier.
Investments in real estate funds are mainly valued utilizing the net asset valuations provided by the underlying private
investment companies or through proprietary models with varying degrees of complexity;
•Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held are open ended funds that
are registered with the SEC. These funds are required to publish their NAV and to transact at that price. The mutual
funds held are deemed to be actively traded;
•Exchange traded funds are valued at the closing price reported on the active market on which the individual securities
are traded;
•Interests in common/collective trusts are primarily equity and fixed income investments valued using the NAV
provided by the administrator of the underlying fund available daily to the administrator of the respective plan. Where
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the daily NAV is not provided, interests in common/collective trusts are valued either through the use of a NAV as
provided monthly by the fund family or fund company or through proprietary models with varying degrees of
complexity. Shares in the common/collective trusts are generally redeemable upon request;
•Investments in partnerships and joint venture interests classified in Level 3 are valued considering items such as
expected cash flows, changes in market outlook and subsequent rounds of financing. These investments are included in
Level 3 of the fair value hierarchy because exit prices tend to be unobservable and reliance is placed on the above
methods. Most of the partnerships are general leveraged buyout funds, others include a venture capital fund, a fund
formed to invest in special credit opportunities, an infrastructure fund and a real estate fund. Interest in partnership
investments could be sold on the secondary market but cannot be redeemed. Instead, distributions are received as the
underlying assets of the funds are liquidated. As of both December 31, 2025 and 2024, there were $3.1 million in
unfunded commitments related to partnership/joint venture interests. One of the investments in partnerships and joint
venture interests represents a limited partnership commingled fund valued using the NAV as reported by the fund
manager; and
•Investments in hedge funds consist of hedge funds whose strategy is to produce a return uncorrelated with market
movements. This fund is classified as a Level 3 because its valuation is derived from unobservable inputs. Shares in
the hedge funds are generally redeemable twice a year or on the last business day of each quarter with at least 60 days
written notice subject to a potential 5% holdback.
We review appraised values, audited financial statements and additional information to evaluate fair value estimates from
our investment managers and/or fund administrator.
NOTE 12 — Income taxes
The following table outlines the Company's Loss before income taxes:
Year ended December 31,
In thousands
2025
2024
2023
Domestic
$(58,661)
$(128,806)
$(55,073)
Foreign
57,386
51,133
48,908
Loss before income taxes
$(1,275)
$(77,673)
$(6,165)
The following table outlines the Company's (Benefit) provision for income taxes:
Year ended December 31,
In thousands
2025
2024
2023
Current:
Federal
$(13)
$(15,979)
$(311)
State and local
1,257
1,780
1,705
Foreign
6,002
7,671
8,821
Total current
7,246
(6,528)
10,215
Deferred:
Federal
(12,735)
(38,805)
6,436
State and local
(3,180)
(2,493)
399
Foreign
5,639
(3,460)
4,679
Total deferred
(10,276)
(44,758)
11,514
(Benefit) provision for income taxes
$(3,030)
$(51,286)
$21,729
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The effective tax rate varies from the federal statutory tax rate as a result of the following differences:
In thousands, except percentages
Year ended December 31, 2025
U.S. federal statutory rate
$(268)
21.0%
U.S.
State and local income taxes, net of federal income tax effect(a)
(2,187)
171.5%
Effect of cross-border tax laws
Global intangible low-taxed income
8,735
(685.1)%
Other
95
(7.5)%
Tax credits
Research and development tax credits
(7,216)
566.0%
Changes in valuation allowances
(6,454)
506.2%
Nontaxable or nondeductible items
Nondeductible compensation
1,360
(106.7)%
Other
1,169
(91.7)%
Other adjustments
Other
2,160
(169.4)%
Foreign tax effects
U.K.
Statutory tax rate difference between the U.S. and U.K.
2,159
(169.3)%
Foreign exchange and tax rate changes
(1,606)
126.0%
Changes in valuation allowances
(2,497)
195.8%
Other
576
(45.2)%
Other foreign jurisdictions
(429)
33.6%
Changes in unrecognized tax benefits
1,373
(107.7)%
Benefit for income taxes
$(3,030)
237.6%
(a) For the year ended December 31, 2025, state taxes in Texas and Tennessee made up the majority (greater than 50%) of the tax effect.
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Year ended December 31,
In percentage
2024
2023
Federal statutory tax rate
21.0%
21.0%
(Increase) decrease in taxes resulting from:
State and local income taxes, net of federal benefit
(0.5)
3.6
Debt refinancing
37.8
—
Change in valuation allowance
(0.2)
(130.0)
Foreign tax rates differences
(1.0)
(9.2)
Non-deductible parking
(0.1)
(2.5)
Non-deductible meals, entertainment
(1.0)
(12.8)
(Loss) gain on foreign exchange rate
(0.6)
2.4
Stock compensation shortfall
(1.2)
(24.2)
Partnership permanent differences
(0.1)
(2.0)
Tegna indemnification release
—
(2.8)
Foreign entities loss adjustments
(1.4)
(1.3)
Newsquest permanent differences
(0.7)
(7.6)
Nondeductible compensation
(1.0)
(13.4)
Provision to return and deferred tax adjustments
5.2
(45.1)
Global intangible low-taxed income
(10.0)
(112.7)
Branch income
1.2
5.4
Profit on non-qualifying land and buildings
0.2
0.2
Uncertain tax positions
19.0
(134.5)
Deduction for interest expense
—
102.7
Impact of non-deductible goodwill
(0.5)
—
Other expenses
(0.1)
10.3
Effective tax rate
66.0%
NM
NM indicates not meaningful.
Our effective tax rate for the year ended December 31, 2025 was 237.6%. The tax benefit for 2025 was primarily impacted
by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards,
and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible U.S. interest expense
carryforwards and the global intangible low-taxed income inclusion.
Our effective tax rate for the year ended December 31, 2024 was 66.0%. The tax benefit for 2024 was primarily impacted
by the release of uncertain tax position reserves related to an IRS audit, the release of foreign valuation allowances, debt
refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible
U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
Our effective tax rate for the year ended December 31, 2023 was not meaningful. The tax provision for 2023 was primarily
impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed
income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were
offset by the tax benefit of the pre-tax book loss.
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The tax effects of each type of temporary differences and carryforwards that give rise to significant portions of our deferred
tax assets and deferred tax liabilities are presented below:
December 31,
In thousands
2025
2024
Deferred tax assets:
Fixed assets
$5,961
$4,474
Accrued compensation costs
9,420
13,167
Accrued liabilities
16,041
17,787
Disallowed interest
124,816
121,110
Goodwill
—
162
Capitalized research and development costs
17,607
11,572
Partnership investments
—
4,961
Loss carryforwards
196,585
203,602
Lease liabilities
43,248
50,826
Definite and indefinite lived intangible assets
7,773
—
Other
25,414
15,130
Total deferred tax assets
$446,865
$442,791
Less: Valuation allowances
(298,033)
(304,673)
Total net deferred tax assets
$148,832
$138,118
Deferred tax liabilities:
Partnership investments
(1,130)
—
Goodwill
(825)
—
Right-of-use assets
(36,406)
(43,157)
Convertible debt
(21,218)
(22,472)
Pension and other postretirement benefit obligations
(19,537)
(9,380)
Definite and indefinite lived intangible assets
—
(7,054)
Total deferred tax liabilities
$(79,116)
$(82,063)
Net deferred tax assets
$69,716
$56,055
In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. During the
year ended December 31, 2025, the Company recorded a reduction of $6.6 million of valuation allowances against its deferred
tax assets. The decrease in the valuation allowance was primarily due to a decrease of $3.6 million related to foreign valuation
allowances and a decrease of $11.6 million related to the release of capital loss carryforward valuation allowances, partially
offset by an increase in the U.S. disallowed interest expense carryforward of $3.7 million, the impact related to currency
translation adjustments of $3.9 million and various other increases in the valuation allowance of $1.0 million. The Company
considered the available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a
valuation allowance for deferred tax assets was needed. The Company reached the conclusion it was appropriate to record a
valuation allowance against a portion of its federal deferred tax assets based on available evidence. We relied on evidence
shown by reversing taxable temporary differences, as well as expectations of future taxable income with the appropriate tax
character.
The following table summarizes the activity related to our valuation allowance for deferred tax assets for the year ended
December 31, 2025 (In thousands):
Balance at
beginning of period
Additions/
(reductions)
charged to expenses
Additions/
(reductions) for
acquisitions/
dispositions
Other additions to
(deductions from)
reserves
Foreign currency
translation
Balance at end of
period
$304,672
$(10,538)
$—
$—
$3,899
$298,033
The aforementioned valuation allowance relates to indefinite-lived intangible assets, nondeductible interest expense
carryforwards, capital losses, state and foreign net operating losses and other tax attributes.
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As of December 31, 2025, the Company had $409.8 million of Federal net operating loss ("NOL") carryforwards, $518.0
million of Federal disallowed business interest expense carryforwards, $1.1 billion of apportioned state NOL carryforwards and
$170.0 million of foreign NOL carryforwards. Additionally, as of December 31, 2025, the Company had $13.7 million of other
business tax credits, $0.2 million of foreign tax credits, $4.7 million of state credits and $46.8 million of foreign capital loss
carryforwards. The Federal NOL carryforwards begin to expire in 2034. The state NOL carryforwards began to expire in 2025
and the state tax credits begin to expire in 2026. The foreign NOLs are not subject to expiration and have an indefinite life. The
Company's NOLs may be subject to limitations under Section 382 of the Internal Revenue Code, which restricts the annual
amount of NOLs that may be utilized to offset consolidated U.S. taxable income. In addition, the Company's ability to utilize its
NOLs may be subject to review by the relevant tax authorities in the jurisdictions in which such NOLs were generated.
The following table summarizes the change in unrecognized tax benefits, excluding the federal tax benefit of state tax
deductions:
Year ended December 31,
In thousands
2025
2024
2023
Balance at beginning of year
$41,727
$52,821
$43,697
Additions based on tax positions related to the current year
1,446
837
7,017
Additions for tax positions of prior years
446
8
1,327
Reductions for tax positions of prior years
(574)
(11,261)
(652)
Reductions due to lapsed statutes of limitations
(12)
(137)
(208)
Foreign currency translation
2,999
(541)
1,640
Balance at end of year
$46,032
$41,727
$52,821
At December 31, 2025, the Company's uncertain tax positions of $46.0 million, if recognized, would impact the effective
tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax
expense. As of December 31, 2025 and 2024, the amount of accrued interest and penalties payable related to uncertain tax
positions was immaterial.
The Company files a federal consolidated income tax return for which the statute of limitations remains open for any year
in which a net operating loss is utilized, which for the Company is the 2011 tax year and subsequent years. U.S. state
jurisdictions have statute of limitations generally ranging from 3 to 6 years. On November 19, 2019, New Media Investment
Group Inc. ("New Media") completed its acquisition of Gannett Co., Inc. (which was renamed USA TODAY Media Corp. and
is referred to as "Legacy Gannett"). The U.K. income tax returns for calendar years 2018-2023 for Newsquest Capital Ltd. are
under audit. The statute of limitations for the Company's U.K. income tax return remains open for tax years for 2024 and
forward.
Cash paid for income taxes, net of refunds received
The following table summarizes the Company's cash paid for income taxes, net of refunds received:
Year ended December 31,
In thousands
2025
2024
2023
State and local
$1,623
$738
$920
Foreign:
U.K.(a)
8,279
8,929
6,937
Other
709
448
365
Cash paid for income taxes, net of refunds received
$10,611
$10,115
$8,222
(a) For the years ended December 31, 2025, 2024 and 2023, the U.K. was the only jurisdiction with cash paid for income taxes that equaled or exceeded 5% of
total income taxes paid.
Recently enacted U.S. tax legislation
On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced
significant tax law changes with varying effective dates for businesses. The Company has evaluated the provisions of the Act
on the Consolidated financial statements, and its impact was included in the Company's income tax provision for the year ended
December 31, 2025. Key provisions of the Act applicable to the Company include the reinstatement of EBITDA, rather than
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EBIT, in determining adjusted taxable income under Section 163(j), the immediate expensing of domestic research and
experimental expenditures, and the extension of 100% bonus depreciation for qualified property placed in service after January
19, 2025. Beginning with 2026, the legislation also makes changes to the Global Intangible Low-Taxed Income regime,
including an increase in the effective tax rate and modifications to the calculation of tested income. As a result of the changes in
determining adjusted taxable income under Section 163(j), the Company's limitation on the deductibility of business interest
expense and our corresponding valuation allowance on non-deductible U.S. interest expense carryforwards was reduced.
NOTE 13 — Supplemental equity and other information
Income (loss) per share
The following table sets forth the information to compute basic and diluted Income (loss) per share:
Year ended December 31,
In thousands, except per share data
2025
2024
2023
Net income (loss) attributable to USA TODAY Co.
$1,749
$(26,354)
$(27,791)
Basic weighted average shares outstanding
145,095
142,516
139,633
Effect of dilutive securities:
Restricted stock grants (a)
882
—
—
Diluted weighted average shares outstanding
145,977
142,516
139,633
Income (loss) per share attributable to USA TODAY Co. - basic
$0.01
$(0.18)
$(0.20)
Income (loss) per share attributable to USA TODAY Co. - diluted
$0.01
$(0.18)
$(0.20)
(a) Includes restricted stock awards ("RSA"), restricted stock units ("RSU") and performance stock units ("PSU").
The Company excluded the following securities from the computation of diluted Income (loss) per share because their
effect would have been antidilutive:
Year ended December 31,
In thousands
2025
2024
2023
2027 Notes(a)
4,822
7,612
97,057
2031 Notes(b)
44,745
44,745
—
Restricted stock grants(c)
—
7,267
8,608
Stock options
4,716
5,416
6,068
(a)Represents the total number of shares that would have been convertible as of December 31, 2025, 2024 and 2023 as stipulated in the 2027 Notes Indenture.
(b)Represents the total number of shares that would have been convertible as of December 31, 2025 and 2024 as stipulated in the 2031 Notes Indenture.
(c) Includes restricted stock awards ("RSA"), restricted stock units ("RSU") and performance stock units ("PSU").
The 2027 Notes and 2031 Notes may be converted at any time by the Holders into cash, shares of the Company's Common
Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2027 Notes and 2031
Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental
Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 14.3 million shares of
Common Stock and 143.9 million shares of Common Stock, respectively. The Company has excluded from the income (loss)
per share calculation approximately 9.4 million shares related to the possible conversion of the 2027 Notes and 99.1 million
shares related to the possible conversion of the 2031 Notes, representing the difference between the total number of shares that
would be convertible at December 31, 2025 and the total number of shares issuable assuming the maximum increase in the
conversion rate.
Share-based compensation
Share-based compensation expense was $9.1 million, $12.5 million, and $16.6 million for the years ended December 31,
2025, 2024, and 2023, respectively, and is included in Selling, general and administrative expenses on the Consolidated
statements of operations and comprehensive income (loss). Total compensation cost not yet recognized related to non-vested
awards as of December 31, 2025 was $15.4 million, which is expected to be recognized over a weighted average period of
approximately 2.2 years through March 2028.
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Equity awards
On June 5, 2023, the Company's 2023 Stock Incentive Plan (the "2023 Incentive Plan") was approved by the Company's
stockholders and became effective. The 2023 Incentive Plan replaced the Company's 2020 Omnibus Incentive Compensation
Plan (the "2020 Incentive Plan"), which had replaced the Company's 2015 Omnibus Incentive Compensation Plan (the "2015
Incentive Plan"), such that no further awards were or will be granted pursuant to the 2020 Incentive Plan and the 2015 Incentive
Plan.
With respect to restricted stock awards ("RSAs"), if service terminates for certain specified conditions, all unvested shares
of restricted stock may be forfeited. During the period prior to the lapse and removal of the vesting restrictions, a grantee of a
RSA will have all the rights of a stockholder, including without limitation, the right to vote and the right to receive dividends or
other distributions, if any. Any dividends or other distributions that are declared with respect to the shares of restricted stock
will be paid at the time such shares vest. The value of the RSAs on the date of issuance is recognized in Selling, general, and
administrative expenses over the vesting period with a corresponding increase to additional paid-in-capital. RSAs granted
generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the
Company and the terms of the applicable award agreements.
The following table outlines RSA activity:
Year ended December 31,
 
2025
2024
2023
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSAs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year
4,161
$2.71
8,456
$3.09
8,616
$4.40
Granted
332
3.53
272
4.04
5,171
1.87
Vested
(3,013)
3.17
(4,024)
3.57
(3,910)
4.11
Forfeited
(374)
2.27
(543)
3.01
(1,421)
3.68
Unvested at end of year
1,106
$1.86
4,161
$2.71
8,456
$3.09
As of December 31, 2025, the aggregate intrinsic value of unvested RSAs was $5.7 million.
Restricted stock units ("RSUs") generally vest in equal annual installments over a three-year period subject to the
participants' continued employment with the Company and the terms of the applicable award agreement, and we recognize
compensation costs for these awards based on the fair market value of the award as of the grant date.
Performance stock units ("PSUs") are subject to the achievement of certain performance goals over the eligible period and
the terms of the applicable award agreement. Compensation cost ultimately recognized for these PSUs will equal the grant-date
fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we
record compensation cost based on the expected level of achievement of the performance conditions.
The following table outlines RSU and PSU activity:
Year ended December 31,
 
2025
2024
2023
Number
of RSUs &
PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs &
PSUs
(In thousands)
Weighted-
average
grant date
fair value
Number
of RSUs &
PSUs
(In thousands)
Weighted-
average
grant date
fair value
Unvested at beginning of year
3,114
$4.10
181
$1.83
1,000
$3.04
Granted(a)
2,782
4.17
3,074
4.15
332
1.83
Vested
(1,179)
3.59
—
—
(152)
3.04
Forfeited and canceled(b)
(532)
4.39
(141)
2.44
(999)
2.85
Unvested at end of year
4,185
$4.25
3,114
$4.10
181
$1.83
(a) There were no RSUs granted during the year ended December 31, 2023.
(b)For the year ended December 31, 2025, there were no PSUs and RSUs canceled by the Company. For the years ended December 31, 2024 and 2023, the
Company canceled 15 thousand, and 900 thousand, respectively, of PSUs and RSUs.
As of December 31, 2025, the aggregate intrinsic value of unvested RSUs was $21.6 million.
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Stock options
As of December 31, 2025, FIG LLC, the former manager of the Company, held stock options exercisable for 4,716
thousand shares of Common Stock, all of which are exercisable and had a weighted-average grant date fair value, weighted-
average exercise price and weighted-average remaining contractual term of $0.86, $14.23 and 3.1 years, respectively.
Cash awards
The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs").
CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold
goals depending on actual performance against financial objectives over a three-year period. LTCAs generally vest and pay out
in cash on the first, second and third anniversaries of the date of grant. As of December 31, 2025, there was approximately
$14.9 million of unrecognized compensation expense related to cash awards.
Preferred stock
The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series
designated by the Company's Board of Directors, none of which have been issued. There were no issuances of preferred stock
during the year ended December 31, 2025.
Stock repurchase program
The Company's Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program")
of the Company's Common Stock. Repurchases may be made from time to time through open market purchases or privately
negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal
requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to,
the price and availability of the Company's shares, trading volume, capital availability, Company performance and general
economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future
repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt
instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.
During the year ended December 31, 2025, we did not repurchase any shares of Common Stock under the Stock
Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was
approximately $96.9 million.
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Accumulated other comprehensive income (loss), net of tax
The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss),
net of tax:
In thousands
Pension and
postretirement
benefit plans
Foreign
currency
translation
Total
Balance at December 31, 2022
$(86,351)
$(14,880)
$(101,231)
Other comprehensive income before reclassifications
22,639
13,683
36,322
Amounts reclassified from accumulated other comprehensive income(a)(b)
(632)
—
(632)
Current period other comprehensive income
22,007
13,683
35,690
Balance at December 31, 2023
$(64,344)
$(1,197)
$(65,541)
Other comprehensive income (loss) before reclassifications
8,981
(14)
8,967
Amounts reclassified from accumulated other comprehensive income (loss)(a)(b)
410
—
410
Current period other comprehensive income (loss)
9,391
(14)
9,377
Balance at December 31, 2024
$(54,953)
$(1,211)
$(56,164)
Other comprehensive (loss) income before reclassifications
(10,096)
16,313
6,217
Amounts reclassified from accumulated other comprehensive (loss) income(a)(b)(c)
(8,958)
—
(8,958)
Current period other comprehensive (loss) income
(19,054)
16,313
(2,741)
Balance at December 31, 2025
$(74,007)
$15,102
$(58,905)
(a)Accumulated other comprehensive income (loss) component represents amortization of actuarial gain (loss) and is included in the computation of net
periodic benefit cost. See Note 10 — Pensions and other postretirement benefit plans.
(b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of income tax benefit of $2.9 million for the year ended
December 31, 2025, net of income tax provision of $0.1 million for the year ended December 31, 2024 and net of income tax benefit of $0.2 million for the
year ended December 31, 2023.
(c) Amounts reclassified from accumulated other comprehensive income (loss) include a net pension settlement gain of $11.8 million ($8.9 million, net of tax)
for the year ended December 31, 2025.
NOTE 14 — Commitments, contingencies and other matters
Legal proceedings
The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business,
including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination
actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company
is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental,
and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and
proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position.
We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although
the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in
the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material
adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent
unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect
on the Company's financial results.
On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S.
District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive
monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details
more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and
manipulation of all sides of each online advertising transaction. The Company intends to vigorously pursue this action.
However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The
Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the
contingency is resolved, in accordance with ASC 450, "Contingencies." We do not expect pursuing this lawsuit to be a
significant cost to us; however, the Company has and plans to continue to engage certain experts to participate in this matter.
The cost of those experts will be expensed as incurred and is not expected to be material.
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Other
Purchase obligations
We have future expected purchase obligations, in the normal course of operations, of $320.8 million related to professional
services, digital licenses and information technology services, interactive marketing agreements, and other legally binding
commitments. Amounts which we are liable for under purchase orders outstanding at December 31, 2025, are reflected in the
Consolidated balance sheets as Accounts payable and are excluded from the amounts referred to above.
Self-insurance
We are self-insured for most of our employee medical coverage and for our casualty, general liability, and libel coverage
(subject to a cap above which third-party insurance is in place). The liabilities, which are reflected in Accounts payable and
Other long-term liabilities in the Consolidated balance sheets, are established on an actuarial basis with the advice of consulting
actuaries and totaled $36.2 million and $39.0 million as of December 31, 2025 and 2024, respectively.
NOTE 15 — Segment reporting
We define our reportable segments based on the way the CODM, which is our Chief Executive Officer, manages the
operations for purposes of allocating resources and assessing segment performance. Our reportable segments include the
following:
•USA TODAY Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers. The
results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital
marketing services delivered by our LocaliQ segment, digital distribution of our publications and digital content
syndication and affiliate and partnership revenues as well as classified advertisements and display advertisements run
on our platforms as well as third-party sites, and Print and commercial revenues mainly derived from the sale of local,
national, and classified print advertising products, the sale of both home delivery and single copies of our publications,
as well as commercial printing and distribution arrangements, and revenues from our events business.
•Newsquest is comprised of our portfolio of newspaper publishers in the U.K. The results of this segment include
Digital revenues mainly derived from digital advertising offerings such as digital marketing services delivered by our
LocaliQ segment, digital distribution of our publications and digital content syndication revenues as well as classified
advertisements and display advertisements run on our platforms and third-party sites, and Print and commercial
revenues mainly derived from the sale of local, classified, and national advertising as well as niche publications, the
sale of both home delivery and single copies of our publications, as well as commercial printing.
•LocaliQ is comprised of our digital marketing services companies under the brand LocaliQ. The results of this segment
include Digital revenues derived from digital marketing services generated through multiple services, including search
advertising, display advertising, search optimization, social media, website development, web presence products,
customer relationship management, and software-as-a-service solutions.
In addition to the reportable segments above, we have a Corporate category that includes activities not directly attributable
to a specific reportable segment and includes expenses associated with broad corporate functions.
In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment
transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized
by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.
We regularly provide management reports to the CODM that include Segment revenues and Segment Adjusted EBITDA
(defined below). Significant Segment expenses regularly provided to the CODM, and included within Segment Adjusted
EBITDA include Payroll, Benefits, Newsprint and other production materials, Distribution, Outside services and Digital cost of
goods sold.
The CODM uses Segment Adjusted EBITDA to evaluate the performance of the segments and allocate resources. Segment
Adjusted EBITDA provides an assessment of controllable expenses and affords the CODM the ability to make decisions which
are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.
Management considers Segment Adjusted EBITDA to be an important metric to evaluate and compare the ongoing
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operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we
do not believe are indicative of each segment's core operating performance.
We define Segment Adjusted EBITDA as Segment revenues less (1) operating costs and (2) selling, general and
administrative expenses, plus (3) equity (income) loss in unconsolidated investees, net.
Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3)
Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6)
Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible
impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other
(income) expense, net.
The following tables below present summarized financial information for each of the Company's reportable segments.
Revenues
Year ended December 31, 2025
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Total
External revenues
$1,617,453
$230,394
$448,311
$2,296,158
Intersegment revenues
126,129
7,873
—
134,002
Segment revenues
1,743,582
238,267
448,311
2,430,160
Reconciliation of revenues:
Other revenues
6,068
Elimination of intersegment revenues
(134,002)
Total revenues
$2,302,226
Year ended December 31, 2024
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Total
External revenues
$1,793,757
$232,095
$477,807
$2,503,659
Intersegment revenues
144,641
7,178
—
151,819
Segment revenues
1,938,398
239,273
477,807
2,655,478
Reconciliation of revenues:
Other revenues
5,656
Elimination of intersegment revenues
(151,819)
Total revenues
$2,509,315
Year ended December 31, 2023
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Total
External revenues
$1,953,252
$226,121
$477,909
$2,657,282
Intersegment revenues
142,601
7,859
—
150,460
Segment revenues
2,095,853
233,980
477,909
2,807,742
Reconciliation of revenues:
Other revenues
6,268
Elimination of intersegment revenues
(150,460)
Total revenues
$2,663,550
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Reconciliation of Segment Revenues to Segment Adjusted EBITDA
Year ended December 31, 2025
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Segment revenues
$1,743,582
$238,267
$448,311
Less:
Payroll
494,619
101,211
93,180
Benefits
97,519
4,181
13,177
Newsprint and other production materials
56,289
12,189
—
Distribution
246,778
12,549
—
Outside services
164,053
12,125
18,866
Digital cost of goods sold
173,389
8,920
270,336
Other(a)
329,819
30,202
6,417
Segment Adjusted EBITDA
$181,116
$56,890
$46,335
(a)Other expenses primarily include corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in
unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to
technology, finance, analytics, legal, and human resources, as well as other general business costs.
Year ended December 31, 2024
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Segment revenues
$1,938,398
$239,273
$477,807
Less:
Payroll
549,478
96,526
102,641
Benefits
99,206
4,075
12,752
Newsprint and other production materials
74,419
12,820
—
Distribution
276,069
12,755
—
Outside services
183,382
10,396
10,542
Digital cost of goods sold
176,962
9,175
295,549
Other(a)
376,141
40,117
12,645
Segment Adjusted EBITDA
$202,741
$53,409
$43,678
(a)Other expenses primarily include corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in
unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to
technology, finance, analytics, legal, and human resources, as well as other general business costs.
Year ended December 31, 2023
In thousands
USA TODAY
Media
Newsquest
LocaliQ
Segment revenues
$2,095,853
$233,980
$477,909
Less:
Payroll
562,209
93,492
99,942
Benefits
102,193
4,002
11,852
Newsprint and other production materials
108,257
15,330
—
Distribution
323,750
13,325
—
Outside services
201,906
10,046
8,319
Digital cost of goods sold
180,876
9,876
289,878
Other(a)
421,631
37,781
14,695
Segment Adjusted EBITDA
$195,031
$50,128
$53,223
(a)Other expenses primarily include corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in
unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to
technology, finance, analytics, legal, and human resources, as well as other general business costs.
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Reconciliation of Segment Adjusted EBITDA to Net income (loss) attributable to USA TODAY Co.
Year ended December 31,
In thousands
2025
2024
2023
USA TODAY Media
$181,116
$202,741
$195,031
Newsquest
56,890
53,409
50,128
LocaliQ
46,335
43,678
53,223
Segment Adjusted EBITDA
284,341
299,828
298,382
Corporate
21,293
26,672
30,802
(Benefit) provision for income taxes
(3,030)
(51,286)
21,729
Net income (loss) attributable to noncontrolling interests
6
(33)
(103)
Interest expense
97,225
104,697
111,776
Loss (gain) early extinguishment of debt
1,516
(55,559)
(4,529)
Depreciation and amortization
165,759
156,287
162,622
Integration and reorganization costs(a)
31,595
66,155
24,468
Asset impairments
2,243
46,589
1,370
(Gain) loss on sale or disposal of assets, net
(16,844)
1,106
(40,101)
Share-based compensation expense
9,149
12,522
16,567
Other (income) expense, net(b)
(26,320)
19,032
1,572
Net income (loss) attributable to USA TODAY Co.
$1,749
$(26,354)
$(27,791)
(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the
Company's employee base, consolidate facilities and improve operations.
(b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees
associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,
(gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service
cost.
Asset and asset related information by segment are not key measures of performance used by the CODM function.
Accordingly, we have not disclosed asset and asset related information by segment. Additionally, equity income in
unconsolidated investees, net, interest expense, other non-operating items, net, and provision for income taxes, as reported in
the Consolidated financial statements, are not part of operating income and are primarily recorded at the corporate level.
NOTE 16 — Subsequent events
On January 23, 2026, the 2029 Term Loan Facility was amended in connection with the Company's transfer of The Detroit
News from MediaNews Group (the "Detroit News Transaction"), completed on January 31, 2026. Financing for the Detroit
News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under the
2029 Term Loan Facility in an aggregate principal amount of $15.0 million from funds managed by affiliates of Apollo Global
Management Inc.  As part of the financing, certain terms of the 2029 Term Loan Facility were amended. Subsequent to the
Detroit News Transaction, the 2029 Term Loan Facility will bear interest at an annual rate equal to Adjusted Term SOFR plus a
margin of 4.5% with a floor of 150 basis points.  In addition, the amortization rate on the 2029 Term Loan Facility was
increased to $17.7 million per quarter, with a payment holiday for the fiscal quarter ending March 31, 2026, and the 2029 Term
Loan Facility was amended to include a 1.00% prepayment premium payable in connection with any prepayment of the 2029
Term Loan Facility using either (i) the proceeds received by the Company or any of its subsidiaries from the civil action filed
by the Company on June 20, 2023 against Google LLC and Alphabet Inc. or any other judgments, proceeds of settlements or
other consideration of any kind in connection with any cause of action with an aggregate amount of proceeds received in excess
of $50.0 million or (ii) the proceeds of indebtedness incurred by the Company or any of its subsidiaries for the purposes of
refinancing all or substantially all the 2029 Term Loan Facility.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the
period covered by this report. Based on this evaluation, our principal executive officer and our principal financial officer have
concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in reports
filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and that information required to be disclosed by the Company is accumulated
and communicated to the Company's management to allow timely decisions regarding the required disclosure.
Management's report on internal control over financial reporting
Management's report on internal control over financial reporting and the attestation report of our independent registered
public accounting firm on our internal control over financial reporting are set forth in Item 8 of this Annual Report on Form 10-
K and are incorporated by reference herein.
Changes in internal control over financial reporting
There have been no changes in the Company's internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fourth quarter of the fiscal year ended December 31,
2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the fiscal quarter ended December 31, 2025, none of the Company's directors or executive officers adopted or
terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information under the subheading "Information Concerning our Director Nominees" under the heading "Proposal No.
1 Election of Directors," the information captioned "Named Executive Officers" under the subheading "Compensation
Discussion and Analysis" under the heading "Compensation," and the information captioned "Statement on Corporate
Governance", "Board and Committee Meetings", "Audit Committee", and "Nominating and Corporate Governance Committee"
under the heading "Corporate Governance" in our 2026 proxy statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the subheadings "Compensation Discussion and Analysis", "Compensation Tables", "Compensation
of Directors", "Compensation Committee Report", and "CEO Pay Ratio" under the heading "Compensation" in our 2026 proxy
statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information under the subheading "Equity Compensation Plan Information" under the heading "Compensation" and
the information under the heading "Common Stock Ownership of Certain Beneficial Owners and Management" in our 2026
proxy statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under the subheading "Determination of Director and Director Nominee Independence" under the heading
"Corporate Governance" and the information under the heading "Related Persons Transactions" in our 2026 proxy statement is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information under the heading "Proposal No. 2 Ratification of the Appointment of Grant Thornton LLP as our
Independent Registered Public Accounting Firm for Fiscal Year 2026" in our 2026 proxy statement is incorporated herein by
reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements, Financial Statement Schedules and Exhibits.
(1)Financial Statements.
As listed in the Index to Financial Statements and Supplementary Data on page 61.
(2)Financial Statement Schedules.
All schedules are omitted as the required information is not applicable or the information is presented in the
Consolidated financial statements or related notes.
(3)Exhibits.
Exhibit
Number
Exhibit
Location
3.1
Amended and Restated Certificate of Incorporation of the
Company.
3.2
Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company.
3.3
Certificate of Designation of Series A Junior
Participating Preferred Stock of Gannett Co., Inc.
3.4
Certificate of Elimination of the Series A Junior
Participating Preferred Stock of Gannett Co., Inc.
3.5
Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Company, dated June
3, 2024.
3.6
Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Company, dated
November 14, 2025.
3.7
Second Amended and Restated Bylaws of the Company.
4.1
Indenture with respect to 6.000% Convertible Senior
Secured Notes due 2027, dated as of November 17, 2020,
by and between Gannett Co., Inc., the Subsidiary
Guarantors from time to time party thereto and U.S.
Bank National Association, as a Trustee.
4.2
First Supplemental Indenture, dated as of December 21,
2020, by and between Gannett Co., Inc., the Subsidiary
Guarantors from time to time party thereto and U.S.
Bank National Association, as trustee.
4.3
Second Supplemental Indenture, dated as of February 9,
2021, by and between Gannett Co., Inc., the Subsidiary
Guarantors from time to time party thereto and U.S.
Bank National Associations, as trustee.
4.4
Fourth Supplemental Indenture, dated as of January 31,
2022, by and among Gannett Co., Inc., the Subsidiary
Guarantors from time to time party thereto and U.S.
Bank National Association, as trustee.
4.5
Fifth Supplemental Indenture, dated as of October 15,
2024, among Gannett Co., Inc., the Subsidiary
Guarantors party thereto and U.S. Bank Trust Company,
National Association, as trustee.
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4.6
Indenture with respect to 6.000% Convertible Senior
Secured Notes due 2031, dated as of October 15, 2024,
among Gannett Co., Inc., the Subsidiary Guarantors party
thereto from time to time and U.S. Bank Trust Company,
National Association, as trustee.
4.7
Registration Rights Agreement, dated as of October 15,
2024, by and among Gannett Co., Inc. and the other
Persons signatory thereto.
4.8
Description of Securities Registered under Section 12 of
the Securities Exchange Act of 1934, as amended.
10.1
Registration Rights Agreement, dated as of November
19, 2019, by and among Gannett Co., Inc., FIG LLC and
such other persons from time to time party thereto.
10.2
Amendment No. 1 to Registration Rights Agreement,
dated as of November 17, 2020, by and among Gannett
Co., Inc. and FIG LLC.
10.3
Amended and Restated Management and Advisory
Agreement, dated August 5, 2019, between New Media
Investment Group Inc. and FIG LLC.
10.4
Termination Agreement, dated as of December 21, 2020,
by and between Gannett Co., Inc. and FIG LLC.
10.5
Gannett Co., Inc. Annual Bonus Plan.*†
10.6
Gannett Co., Inc. 2023 Stock Incentive Plan.*
10.7
Form of USA TODAY Co., Inc. Director Restricted
Stock Award Agreement (2023 Stock Incentive Plan)*
10.8
Form of Gannett Co., Inc. Employee Restricted Stock
Unit Grant Agreement (2023 Stock Incentive Plan)*
10.9
Form of Gannett Co., Inc. Employee Cash Performance
Unit Award Agreement (2025).*
10.10
Form of Gannett Co., Inc. Employee Cash Performance
Unit Award Agreement*
10.11
2020 Omnibus Incentive Compensation Plan, adopted as
of February 26, 2020.*
10.12
Amendment No. 1 to 2020 Omnibus Incentive
Compensation Plan.*
10.13
Form of Nonqualified Stock Option Agreement between
New Media Investment Group Inc. and Fortress
Operating Entity I LP.*
10.14
Form of Nonqualified Stock Option Agreement between
New Media Investment Group Inc. and Fortress
Operating Entity I LP.
10.15
Form of Gannett Co., Inc. Employee Cash Performance
Unit Award Agreement (2020 Omnibus Incentive
Compensation Plan, as amended).*
10.16
Form of Gannett Co., Inc. Employee Restricted Stock
Grant Agreement (2020 Omnibus Incentive
Compensation Plan, as amended).*
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10.17
2015 Change in Control Severance Plan, as amended and
restated as of December 23, 2020.*
10.18
Key Employee Severance Plan, as amended and restated
as of December 23, 2020.*
10.19
Form of Indemnification Agreement.*
10.20
Offer Letter Agreement, effective March 18, 2025,
between the Company and Trisha Gosser.*
10.21
Offer Letter Agreement, dated December 21, 2020, by
and between Gannett Co., Inc. and Michael E. Reed.*
10.22
Investor Agreement, dated as of November 17, 2020, by
and among Gannett Co., Inc., the other Persons signatory
thereto and such other Persons, if any, that from time to
time become party thereto as Holders.
10.23
Amendment and Restatement Agreement dated as of
October 15, 2024, among Gannett Co., Inc., Gannett
Holdings LLC, the other Guarantors party thereto, the
Lenders party thereto, Citibank, N.A., as the existing
administrative agent and collateral agent, and Apollo
Administrative Agency, LLC, as administrative agent
and collateral agent.
10.24
Waiver and Amendment, dated as of April 15, 2025, to
the Amended and Restated First Lien Credit Agreement
dated as of October 15, 2024, by and among Gannett Co.,
Inc., Gannett Holdings LLC, the other Guarantors party
thereto, the Lenders party thereto and Apollo
Administrative Agency LLC, as administrative agent and
collateral agent.
10.25
Amendment No. 2 dated as of January 23, 2026, to the
Amended and Restated First Lien Credit Agreement
dated as of October 15, 2024, by and among USA
TODAY Co., Inc. (formerly Gannett Co., Inc.), Gannett
Holdings LLC, the other Guarantors party thereto, the
Lenders party thereto, and Apollo Administrative
Agency LLC, as administrative agent and collateral
agent.
19.1
Policy on Insider Trading, revised November 2025.
21.1
List of subsidiaries.
23.1
Consent of Grant Thornton LLP.
31.1
Certification of Principal Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
of 1934.
31.2
Certification of Principal Financial Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
of 1934.
32.1
Section 1350 Certification of Principal Executive
Officer.
32.2
Section 1350 Certification of Principal Financial Officer.
97.1
Policy for the Recovery of Erroneously Awarded
Compensation.*
113
Table of Contents
101
The following financial information from USA TODAY
Co., Inc. Annual Report on Form 10-K for the year ended
December 31, 2025, formatted in Inline XBRL includes:
(i) Consolidated Balance Sheets; (ii) Consolidated
Statements of Operations and Comprehensive Income
(Loss); (iii) Consolidated Statements of Cash Flows; (iv)
Consolidated Statements of Equity; and (v) the Notes to
Consolidated Financial Statements.
Filed herewith.
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
Filed herewith.
*
Management contract or compensatory plan or arrangement.
†
Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
We agree to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed
herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of our total
consolidated assets.
ITEM 16. FORM 10-K SUMMARY
None.
114
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: February 26, 2026
USA TODAY CO., INC. (Registrant)
By:
/s/ Trisha M. Gosser
Trisha M. Gosser
Chief Financial Officer
(principal financial officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated.
Dated: February 26, 2026
/s/ Michael E. Reed
Michael E. Reed
Chief Executive Officer and
President (principal executive
officer)
Dated: February 26, 2026
/s/ Trisha M. Gosser
Trisha M. Gosser
Chief Financial Officer
(principal financial officer)
Dated: February 26, 2026
/s/ Cindy Gallagher
Cindy Gallagher
Chief Accounting Officer
(principal accounting officer)
Dated: February 26, 2026
/s/ Maha Al-Emam
Maha Al-Emam, Director
Dated: February 26, 2026
/s/ Theodore Janulis
Theodore Janulis, Director
Dated: February 26, 2026
/s/ John Jeffry Louis
John Jeffry Louis, Director
Dated: February 26, 2026
/s/ Michael E. Reed
Michael E. Reed
Director, Chairman
Dated: February 26, 2026
/s/ Amy Reinhard
Amy Reinhard, Director
Dated: February 26, 2026
/s/ Debra Sandler
Debra Sandler, Director
Dated: February 26, 2026
/s/ Kevin Sheehan
Kevin Sheehan, Director
Dated: February 26, 2026
/s/ Laurence Tarica
Laurence Tarica, Director
Dated: February 26, 2026
/s/ Barbara Wall
Barbara Wall, Director
EX-4.8 2 tday-20251231xex48.htm EX-4.8 Document

Exhibit 4.8

DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

The following description of our securities is not intended to be complete, does not describe every aspect of our securities, and is subject to, and qualified in its entirety by reference to, all the provisions of our amended and restated certificate of incorporation, as amended (the “Charter”), and all the provisions of our second amended and restated bylaws (the “Bylaws”). We refer you to the Charter and Bylaws, copies of which have been filed as exhibits to our Annual Report on Form 10-K. The terms of these securities also may be affected by the Delaware General Corporation Law (the “DGCL”).

Authorized Capitalization

Our authorized capital stock consists of (i) 2,000,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and (ii) 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by our board of directors (the “Board”).

Common Stock

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Our Charter and Bylaws provide that directors will be elected by a plurality vote.

Subject to any preference rights of holders of any preferred stock that we may issue in the future, holders of our Common Stock are entitled to receive dividends, if any, declared from time to time by our Board out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to share ratably in all assets remaining after the payment of liabilities, and subject to any rights of holders of our preferred stock prior to distribution.

Holders of our Common Stock have no preemptive, subscription, redemption or conversion rights.

Preferred Stock

Our Board has the authority, without action by our stockholders, to issue preferred stock and to fix voting powers for each class or series of preferred stock, and to provide that any class or series may be subject to redemption, entitled to receive dividends, entitled to rights upon dissolution, or convertible or exchangeable for shares of any other class or classes of capital stock. The rights with respect to a series or class of preferred stock may be greater than the rights attached to our Common Stock. It is not possible to state the actual effect of the issuance of any shares of our preferred stock on the rights of holders of our Common Stock until our Board determines the specific rights attached to that preferred stock. The effect of issuing preferred stock could include, among other things, one or more of the following:
•restricting dividends in respect of our Common Stock;
•diluting the voting power of our Common Stock or providing that holders of preferred stock have the right to vote on matters as a class;
•impairing the liquidation rights of our Common Stock; or
•delaying or preventing a change of control of us.

Anti-Takeover Effects of Delaware Law, the Charter, and the Bylaws

The following is a summary of certain provisions of our Charter and Bylaws that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might


consider to be in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

Authorized but Unissued Shares

The authorized but unissued shares of our Common Stock and our preferred stock will be available for future issuance without obtaining stockholder approval, except to the extent such approval is required by law or the listing requirements of the New York Stock Exchange (the “NYSE”), the exchange on which our Common Stock is listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of our Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

Pursuant to our Charter, shares of our preferred stock may be issued from time to time, and the Board is authorized to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions without limitation. See “Preferred Stock” above.

Delaware Business Combination Statute

We are organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Our Charter provides that Section 203 of the DGCL, as amended, an anti-takeover law, will not apply to us. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction by which that person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203 of the DGCL, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and an interested stockholder is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of voting stock.

Other Provisions of the Charter and Bylaws

Our Charter and Bylaws provide that directors may be removed only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders then issued and outstanding.

Ability of our Stockholders to Act and Advance Notice Bylaws

Our Charter and Bylaws provide that special stockholders’ meetings (a) may be called by (i) the Chairman of the Board, if there be one or (ii) the Chief Executive Officer, if there be one, and (b) shall be called by the Chairman or Chief Executive Officer at the request in writing of (i) the Board, (ii) a committee of the Board that has been duly designated by the Board and whose powers include the authority to call such meetings, or (iii) certain stockholders (the “Fortress Stockholders” as defined in the Bylaws), provided such holders beneficially own at least 20% of the then outstanding shares of our stock entitled to vote in the election of directors.

Our Bylaws provide that any stockholder who wishes to bring business before a meeting of our stockholders, or to nominate candidates for election as directors at a meeting of our stockholders, must deliver advance notice of their proposals and nominations to us before the meeting pursuant to procedures specified within the Bylaws.

Forum Selection Clause

Under our Charter, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us


arising pursuant to any provision of the DGCL or our Charter or Bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine.

Limitations on Liability and Indemnification of Directors and Officers

Our Charter and Bylaws provide for the indemnification of our directors and officers to the fullest extent authorized or permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. Our Charter additionally provides that none of our directors or officers will be personally liable to us or our stockholders for monetary damages for breach of a fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation is not permitted under the DGCL. These limitations on liability and indemnification may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty, and may reduce the likelihood of derivative litigation against directors or officers, even though such an action, if successful, might otherwise benefit us and our stockholders.

Transfer Agent and Registrar

The registrar and transfer agent for our Common Stock is Equiniti Trust Company, LLC.

Listing

Our Common Stock is listed on the NYSE under the symbol “TDAY.”
EX-10.7 3 tday-20251231xex107.htm EX-10.7 Document

Exhibit 10.7

USA TODAY Co., Inc.

GANNETT CO., INC. 2023 STOCK INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK
AWARD AGREEMENT
The USA TODAY Co., Inc. (formerly Gannett Co., Inc.) (the “Company”) Board of Directors or the Compensation Committee thereof (the “Committee”), as the case may be, has approved an award of shares of Restricted Stock to you under the Gannett Co., Inc. 2023 Stock Incentive Plan (the “Plan”), as set forth below.
    Please sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other to the undersigned. Please keep the enclosed Terms and Conditions for future reference.

Director:     [Participant Name]    

Grant Date:     [Grant Date]    
Restricted Stock Commencement Date:    N/A
Restricted Stock Expiration Date:    N/A

Restricted Stock Vesting Schedule:    all stock shall be vested upon grant
    
Payment Date:        all stock shall be paid upon grant
    
Director
Number of Restricted Stock shares:         [Number of Shares Granted]
                            
USA TODAY Co., Inc.

________________________________        By: ________________________________
Director’s Signature    Michael E. Reed
Chief Executive Officer

2




USA TODAY Co., Inc.
DIRECTOR RESTRICTED STOCK
TERMS AND CONDITIONS
These Terms and Conditions, govern the grant of shares of Restricted Stock to the director (the “Director”) designated in the Award Agreement dated coincident with these Terms and Conditions. The Restricted Stock of USA TODAY Co., Inc. (formerly Gannett Co., Inc.) (the “Company”) is granted under, and subject to, the Gannett Co., Inc. 2023 Stock Incentive Plan (the “Plan”). Terms used herein that are defined in the Plan or Award Agreement shall have the meaning ascribed to them in the Plan or Award Agreement. If there is any inconsistency between these Terms and Conditions and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
1.    Grant of Restricted Stock. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Company has granted to the Director the number of Restricted Stock shares set forth on the applicable Award Agreement. Each vested Restricted Stock share shall entitle the Director to receive from the Company one share of the Company’s common stock (“Common Stock”) upon the Payment Date.
2.    Payment Date. The Payment Date shall be the dates specified in the Award Agreement with respect to the Restricted Stock shares that vest on such date under the schedule set forth in the Award Agreement.
3.    Vesting Schedule. All the Restricted Stock shares granted hereunder are immediately vested as of the Grant Date.
4.     Delivery of Shares. The Company shall deliver to the Director a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of

3




shares of Common Stock equal to the number of vested Restricted Stock shares as soon as administratively practicable (but always by the 30th day) after the Payment Date; provided that the number of shares shall be reduced by the value of all taxes which the Company is required by law to withhold by reason of such delivery. The Director shall have no further rights with regard to a Restricted Stock share once the underlying share of Common Stock has been delivered with respect to that Restricted Stock share.
5.    Discretionary Plan. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of Restricted Stock is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Restricted Stock shall be granted, the number of Restricted Stock shares, the Payment Dates and the vesting dates, will be at the sole discretion of the Company; (c) the Director’s participation in the Plan is voluntary; and (d) the future value of the Restricted Stock is unknown and cannot be predicted with certainty.
6.    Effect of Plan and these Terms and Conditions. The Plan is hereby incorporated by reference into these Terms and Conditions, and these Terms and Conditions are subject in all respects to the provisions of the Plan, including without limitation the authority of the Compensation Committee of the Board of Directors of the Company in its sole discretion to adjust awards and to make interpretations and other determinations with respect to all matters relating to the applicable Award Agreements, these Terms and Conditions, the Plan and awards made pursuant thereto. These Terms and Conditions shall apply to the grant of Restricted Stock

4




made to the Director on the date hereof and shall not apply to any future grants of Restricted Stock made to the Director.
7.    Notices. Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 175 Sully’s Trail, Suite 203, Pittsford, NY 14534-4560, and, if to the Director, shall be addressed to the Director at his or her address as it appears on the Company’s records.
8.    Successors and Assigns. The applicable Award Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of the successors and assigns of the Company and to the estate or designated beneficiary of the Director.
    9.    Grant Subject to Applicable Regulatory Approvals. Any grant of Restricted Stock under the Plan is specifically conditioned on, and subject to, any regulatory approvals required in the Director’s country. These approvals cannot be assured. If necessary approvals for grant or payment are not obtained, the Restricted Stock may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion.
    10.    Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in the state of New York and agree that such litigation shall be conducted in the courts of Monroe County, New York or the federal courts of the United States for the Western District of New York.

EX-10.25 4 tday-20251231xex1025.htm EX-10.25 Document
Exhibit 10.25
AMENDMENT NO. 2 dated as of January 23, 2026 (this “Amendment”), to the AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of October 15, 2024 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “Credit Agreement”), by and among USA TODAY CO., INC. (formerly Gannett Co., Inc.), a Delaware corporation (“Holdings”), GANNETT HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS from time to time party thereto, the LENDERS from time to time party thereto and APOLLO ADMINISTRATIVE AGENCY LLC, as administrative agent and collateral agent (in such capacities, the “Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS pursuant to the Existing Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;
WHEREAS the Borrower intends to acquire, indirectly through one or more of its Restricted Subsidiaries, the newspaper referred to as “The Detroit News” and certain assets related thereto (the “Acquisition”);
WHEREAS to finance the Acquisition and fees and expenses to be incurred by Holdings, the Borrower and its Restricted Subsidiaries in connection therewith, the Borrower intends to incur new term loans in an aggregate principal amount not to exceed $15,000,000 (the “New Term Loans”), which New Term Loans shall, on the Amendment Closing Date (as defined below), and after giving effect to the amendments contemplated by this Amendment, become part of the same Class of Loans as the Term Loans outstanding under the Existing Credit Agreement immediately prior to the Amendment Closing Date (the “Existing Term Loans”);
WHEREAS the Borrower has requested that the financial institution set forth on Schedule I hereto (the “New Term Lender”) commit to make the New Term Loans on the Amendment Closing Date (the commitment of the New Term Lender to provide the New Term Loans, the “New Term Commitment”);
WHEREAS the New Term Lender is willing to make the New Term Loans to the Borrower on the Amendment Closing Date on the terms and subject to the conditions set forth herein;
WHEREAS the Borrower has requested that certain additional amendments to the Existing Credit Agreement be made as specified herein, including (a) a reduction in the per annum Applicable Margin by 50 basis points and (b) a waiver of the quarterly amortization payment required by Section 2.03(a) of the Existing Credit Agreement for the Fiscal Quarter ending March 31, 2026; and
WHEREAS (a) each Lender holding Existing Term Loans immediately prior to the consummation of the transactions specified in Section 1 hereof (each, an “Existing Lender”) that executes and delivers a signature page to this Amendment (each, a “Consenting Lender”) at or prior to 5:00 p.m., New York City time, on January 23, 2026 (the “Delivery Time”), agrees to the terms of this




2
Amendment upon the effectiveness of this Amendment on the Amendment Effective Date (as defined below), and (b) each Existing Lender that does not execute and deliver a signature page to this Amendment at or prior to the Delivery Time (each, a “Holdout Lender”) will be deemed not to have agreed to this Amendment and will be subject to the mandatory assignment provisions of Section 12.02(b) of the Credit Agreement upon the effectiveness of this Amendment on the Amendment Effective Date (it being understood that the interests, rights and obligations of the Holdout Lenders under the Loan Documents will be assumed by the Persons listed on Schedule II hereto (each, a “Replacement Lender” and collectively, the “Replacement Lenders”) in the aggregate principal amount set forth opposite such Person’s name on Schedule II hereto, in accordance with Sections 12.02(b) and 12.07 of the Credit Agreement and Section 1 hereof);
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Concerning the Term Lenders and the Existing Term Loans.
(a) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (i) each Replacement Lender shall become, and each Consenting Lender shall continue to be, a “Term Loan Lender” and a “Lender” under the Credit Agreement and (ii) each Replacement Lender shall have, and each Consenting Lender shall continue to have, all the rights and obligations of a “Term Loan Lender” and a “Lender” holding a Term Loan under the Credit Agreement and the other Loan Documents.
(b) Pursuant to Sections 12.02(b) and 12.07 of the Credit Agreement, on the Amendment Effective Date, the Holdout Lenders shall be deemed to have assigned, delegated and transferred their respective Existing Term Loans, together with all their respective interests, rights (other than their respective existing rights to payments pursuant to Section 2.09, Section 2.10 or 2.11 of the Credit Agreement) and obligations under the Loan Documents in respect thereof, to the Replacement Lenders, as assignee, at a purchase price equal to par (the “Term Loan Purchase Price”) and in an aggregate principal amount, with respect to each Replacement Lender, not to exceed the aggregate principal amount set forth opposite such Replacement Lender’s name on Schedule II hereto. Upon (A) payment to a Holdout Lender of (x) the Term Loan Purchase Price with respect to its Existing Term Loans so assigned, delegated and transferred pursuant to this paragraph (b) (which shall be paid by the Replacement Lenders) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Existing Term Loans through but excluding the Amendment Effective Date (which shall be paid by the Replacement Lender), and (B) the satisfaction of the applicable conditions set forth in Sections 12.02(b) and 12.07 of the Credit Agreement (but without the requirement of any further action on the part of such Holdout Lender, the Borrower or the Agent), such Holdout Lender shall cease to be a party to the Credit Agreement in its capacity as a Term Loan Lender and a Lender. Each of the Replacement Lenders hereby irrevocably authorizes and directs the Administrative Agent to disburse the amounts to be paid to the Holdout Lenders pursuant to this Section 1(b) in accordance with the wiring instructions separately provided to the Administrative Agent.
(c) Each Replacement Lender, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Existing Term Loans in accordance with Section 1(b) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Agent or any Lenders, as applicable, on the Amendment Effective Date.



3
(d) The transactions described in this Section 1 will be deemed to satisfy the requirements of Sections 12.02(b) and 12.07 of the Credit Agreement in respect of the assignment of the Existing Term Loans so assigned, delegated and transferred pursuant to Section 1(b) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
SECTION 2. New Term Loans.
(a) Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the New Term Lender agrees to make, on the Amendment Closing Date, a New Term Loan to the Borrower in an aggregate principal amount equal to its New Term Commitment. The New Term Commitment of the New Term Lender shall automatically terminate upon the making of the New Term Loans on the Amendment Closing Date. The proceeds of the New Term Loans shall be used by the Borrower and its Restricted Subsidiaries (i) on the Amendment Closing Date to pay the acquisition consideration for the Acquisition and to pay all fees and expenses of Holdings, the Borrower and its Restricted Subsidiaries payable in connection with the Acquisition, this Amendment and any amendments to or waivers of the Notes Indenture and the New Convertible Notes Indenture entered into in connection herewith and (ii) to the extent of any remaining proceeds, for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and its Restricted Subsidiaries. The transactions contemplated by this Section 2(a) are collectively referred to as the “New Term Facility Transactions”.
(b) Immediately upon the consummation of the New Term Facility Transactions, each reference to the terms “Term Loan Lender” and “Lender” in the Loan Documents shall be deemed to include the New Term Lender.
(c) On and after the Amendment Closing Date, all Existing Term Loans and all New Term Loans shall constitute the same Class of Loans for all purposes of the Credit Agreement, which Class of Loans is designated “Term Loans” in the Credit Agreement; and for the avoidance of doubt, shall have the same terms, including, without limitation, as to guarantees, security, maturity and interest.
(d) Each of the parties hereto hereby agrees that the Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the New Term Loans on the Amendment Closing Date, all such New Term Loans are included in each Borrowing of Existing Term Loans on a pro rata basis.
(e) For the avoidance of doubt, the initial Interest Period for the New Term Loans shall be the same as the Interest Period for the Existing Term Loans on the Amendment Closing Date (i.e., currently, a three-month Adjusted Term SOFR Interest Period ending on February 18, 2026). The New Term Loans are intended to be fungible with the Existing Term Loans for U.S. federal income tax purposes.
SECTION 3. Amendments to the Existing Credit Agreement. Pursuant to and in accordance with Section 12.02 of the Existing Credit Agreement, effective as of the Amendment Closing Date, the parties hereto agree that the Existing Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
(i)““Amendment No. 2” means Amendment No. 2 dated as of January 23, 2026, to this Agreement, among Holdings, the Borrower, the Agents, the Lenders party thereto and the Guarantors party thereto.”
(ii)““Amendment No. 2 Closing Date” has the meaning assigned to the term “Amendment Closing Date” in Amendment No. 2.”



4
(iii)““Detroit Newspaper Acquisition” means the acquisition by the Borrower and its Restricted Subsidiaries of the newspaper referred to as “The Detroit News” and certain assets and liabilities related thereto.”
(b) The definition of the term “Amortization Installment Amount” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (new language in bold/underline):
(c) ““Amortization Installment Amount” means, for any repayment of the Term Loans pursuant to Section 2.03(a) for any Fiscal Quarter, $17,685,155.05; provided that such amount shall be increased, via an amendment to this Agreement, by an amount to be agreed by the Administrative Agent and the Borrower, upon any Borrowing of Delayed Draw Term Loans to the extent necessary to cause such Delayed Draw Term Loans to be fungible (including for U.S. federal income tax purposes) with the Initial Term Loan; provided further that (a) any amendment to this Agreement to effect the foregoing increase shall require the consent of only the Administrative Agent and the Borrower and not any other party hereto and (b) no such amendment shall have the effect of decreasing the rate of amortization then in effect for the Term Loans outstanding as of the applicable Delayed Draw Term Loan Closing Date.”
(d) The definition of the term “Applicable Margin” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (new language in bold/underline):
(e) ““Applicable Margin” means, as of any date of determination, (a) with respect to the interest rate of the Term Loan (or any portion thereof), (i) 4.00% per annum (or, in the case of any date occurring on or after the Amendment No. 2 Closing Date, 3.50% per annum), in the case of an ABR Loan, and (ii) 5.00% per annum (or, in the case of any date occurring on or after the Amendment No. 2 Closing Date, 4.50% per annum), in the case of a SOFR Loan, and (b) with respect to the Incremental Term Loans of any series, the interest rate margin specified in the applicable Incremental Facility Amendment.”
(f) The definition of the term “Permitted Investments” in Section 1.01 of the Existing Credit Agreement is hereby amended by (i) deleting the text “and” at the end of clause (p) of such definition, (ii) adding the text “and” at the end of clause (q) of such definition and (iii) inserting the following new clause (r) in the appropriate alphabetical order:
(g) “(r)    the Detroit Newspaper Acquisition;”
(h) Section 2.03(a) of the Existing Credit Agreement is hereby amended by amending and restating the first sentence of such Section to read in its entirety as follows (new language in bold/underline):
(i) “Commencing with the first full Fiscal Quarter ending after the Amendment Closing Date, on the last Business Day of each Fiscal Quarter (other than the Fiscal Quarter ending March 31, 2026), the Borrower shall repay a portion of the Term Loan in an aggregate principal amount equal to the Amortization Installment Amount.”



5
(j) Section 2.05(b)(ii) of the of the Existing Credit Agreement is hereby amended by inserting the following clause at the end of the first sentence of such Section (new language in bold/underline):
(k) “The Borrower may, at any time and from time to time, upon at least 3 Business Days’ prior written notice prior to 12:00 p.m. to the Administrative Agent, prepay the principal of the Loans of any Class, in whole or in part, at par plus accrued and unpaid interest to, but not including, the date of prepayment but without any premium or penalty (except to the extent set forth in Section 2.05(e)).”
(l) Section 2.05(e) of the Existing Credit Agreement is hereby amended by inserting the following sentence at the end of such Section:
(m) “In the event that the Borrower prepays, repays, refinances, substitutes or replaces any Term Loans using either (i) the proceeds received by Holdings or any Subsidiary from (A) the civil action filed by Holdings on June 20, 2023, against Google LLC and Alphabet Inc., in the U.S. District Court in the Southern District of New York or (B) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action with an aggregate amount of proceeds received in excess of $50,000,000, or (ii) the proceeds of Indebtedness incurred by Holdings or any Subsidiary for the purpose of refinancing all or substantially all the Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, repaid, refinanced, substituted or replaced.”
SECTION 4. Representations and Warranties. Each Loan Party party hereto represents and warrants to the Agent and to each of the Lenders as follows:
(a) This Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the Amendment Closing Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
(c) Immediately after giving effect to the transactions to occur hereunder on the Amendment Closing Date, no Default shall have occurred and be continuing.
SECTION 5. Effectiveness. This Amendment shall become effective as of the date first written above (which date, for the avoidance of doubt, shall be January 23, 2026) (the “Amendment Effective Date”) when the Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) each of the other Loan Parties, (iii) the New Term Lender and (iv) all Lenders (as determined immediately prior to the Amendment Effective Date, but after giving effect to the transactions described in Section 1 hereof).



6
SECTION 6. Closing; Agreement. The obligations of the New Term Lender to make the New Term Loans pursuant to Section 2 hereof and the effectiveness of the amendments to the Existing Credit Agreement contemplated by Section 3 hereof shall be subject to the conditions precedent that the Amendment Effective Date shall have occurred and that the following conditions have been satisfied (the first such date that such conditions shall be satisfied being the “Amendment Closing Date”):
(a) the Agent shall have received a certificate of an authorized officer of the Borrower certifying (i) as to copies of the Governing Documents of the Borrower, together with all amendments thereto (including a true and complete copy of the certificate formation of the Borrower as of a reasonably recent date prior to the Amendment Closing Date by the Secretary of State of the State of Delaware), (ii) as to a copy of the resolutions or written consents of the Borrower authorizing (A) the borrowing of the New Term Loans and (B) the execution, delivery and performance by the Borrower of this Amendment and (iii) the names and true signatures of the representatives of the Borrower authorized to sign this Amendment and the Notice of Borrowing to be delivered in accordance with Section 6(g) below, together with evidence of the incumbency of such authorized officers;
(b) the Agent shall have received a certificate of the Secretary of State of the State of Delaware certifying as of a reasonably recent date prior to the Amendment Closing Date as to the subsistence in good standing of the Borrower in the State of Delaware;
(c) the Agent shall have received an opinion of Cravath, Swaine & Moore LLP, New York counsel to the Borrower, as to such matters regarding the Borrower, this Amendment and the New Term Loans as the Agent may reasonably request, and the Borrower hereby requests such opinion;
(d) each of the representations and warranties set forth in Section 4 hereof shall be true and correct;
(e) the expenses required to be paid pursuant to Section 11 hereof, in each case to the extent invoiced at least three Business Days prior to the Amendment Closing Date, shall have been paid on or substantially simultaneously with (but in no event later than) the Amendment Closing Date;
(f) the Borrower shall have paid all outstanding interest accruing and due on the Amendment Closing Date;
(g) the Borrower shall have delivered to the Agent, in accordance with Section 2.02 of the Credit Agreement, a Notice of Borrowing with respect to the Borrowing of the New Term Loans to be made on the Amendment Closing Date, which Notice of Borrowing shall specify a request for a SOFR Borrowing with an Interest Period that is the same as the Interest Period for the Existing Term Loans on the Amendment Closing Date (i.e., currently, a three-month Adjusted Term SOFR Interest Period ending on February 18, 2026);
(h) the Agent shall have received all customary onboarding information reasonably required in order to complete necessary onboarding of the New Term Lender and the Replacement Lenders;
(i) substantially simultaneously with the effectiveness of this Amendment and the funding of the New Term Loans, the Borrower and its Restricted Subsidiaries shall consummate the Acquisition; and
(j) the Amendment Closing Date shall be a Business Day on or prior to March 31, 2026.



7
(d) In the event that the Amendment Closing Date does not occur on or prior to March 31, 2026, the New Term Commitments shall automatically terminate.
(e) Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, the Loan Parties party hereto hereby agree to satisfy the applicable requirements set forth in Sections 7.01(b), 7.01(n) and 7.01(q) of the Credit Agreement (and any similar requirements set forth in any other Loan Document) with respect to any Restricted Subsidiaries (other than any Excluded Subsidiary) and other assets (other than any assets that would not constitute “Collateral”, as such term is defined in the applicable Loan Documents) acquired by the Loan Parties in connection with the Acquisition, in each case not later than 30 days after the Amendment Closing Date (unless a later date is otherwise agreed to by the Agent).
SECTION 7. Acknowledgment and Reaffirmation. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby and (b) its guarantee of the Obligations (including the New Term Loans), and the pledge of and/or grant of a security interest in its assets as collateral to secure the Obligations (including the New Term Loans), all as and to the extent provided in the Loan Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations (including the New Term Loans).
SECTION 8. Effects on the Loan Documents; No Novation. (a) Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(f) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(g) On and after the Amendment Closing Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement as modified hereby.
(h) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(i) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated



8
hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.
SECTION 9. Governing Law; Jurisdiction; Waiver of Jury Trial. The provisions of Sections 12.09, 12.10 and 12.11 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
SECTION 10. Counterpart. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Amendment, any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. “Electronic Signature” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. All Lenders party hereto (including, for the avoidance of doubt, the New Term Lender) hereby authorize and direct the Agent to execute and deliver a counterpart of this Amendment.
SECTION 11. Expenses. The Borrower hereby agrees to reimburse the Agent for its reasonable, documented out-of-pocket expenses in connection with this Amendment to the extent required under Section 12.04 of the Credit Agreement.
SECTION 12. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.





[Signature Pages Follow]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.


HOLDINGS:

USA TODAY CO., INC.


By:    /s/ Michael E. Reed ___________________________
    Name: Michael E. Reed
    Title: President and Chief Executive Officer


BORROWER:
GANNETT HOLDINGS LLC

By: USA TODAY CO., INC., as its Sole Member


By: /s/ Michael E. Reed ______________________________
Name: Michael E. Reed
Title: President and Chief Executive Officer



[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






GUARANTORS

BRIDGETOWER MEDIA HOLDING COMPANY
CA ALABAMA HOLDINGS, INC.
CA LOUISIANA HOLDINGS, INC.
CA MASSACHUSETTS HOLDINGS, INC.
CA NORTH CAROLINA HOLDINGS, INC.
CA SOUTH CAROLINA HOLDINGS, INC.
COPLEY OHIO NEWSPAPERS, INC.
DAILY JOURNAL OF COMMERCE, INC.
DAILY REPORTER PUBLISHING COMPANY
DB ACQUISITION, INC.
DB ARKANSAS HOLDINGS, INC.
DB IOWA HOLDINGS, INC.
DB NORTH CAROLINA HOLDINGS, INC.
DB OKLAHOMA HOLDINGS, INC.
DB TENNESSEE HOLDINGS, INC.
DB TEXAS HOLDINGS, INC.
DB WASHINGTON HOLDINGS, INC.
FINANCE AND COMMERCE, INC.
GATEHOUSE MEDIA ALASKA HOLDINGS, INC.
GATEHOUSE MEDIA ARKANSAS HOLDINGS, INC.
GATEHOUSE MEDIA CALIFORNIA HOLDINGS, INC.
GATEHOUSE MEDIA COLORADO HOLDINGS, INC.
GATEHOUSE MEDIA CONNECTICUT HOLDINGS, INC.
GATEHOUSE MEDIA CORNING HOLDINGS, INC.
GATEHOUSE MEDIA DELAWARE HOLDINGS, INC.
GATEHOUSE MEDIA DIRECTORIES HOLDINGS, INC.
GATEHOUSE MEDIA FREEPORT HOLDINGS, INC.
GATEHOUSE MEDIA GEORGIA HOLDINGS, INC.
GATEHOUSE MEDIA ILLINOIS HOLDINGS II, INC.
GATEHOUSE MEDIA ILLINOIS HOLDINGS, INC.
GATEHOUSE MEDIA INDIANA HOLDINGS, INC.
GATEHOUSE MEDIA IOWA HOLDINGS, INC.
GATEHOUSE MEDIA KANSAS HOLDINGS II, INC.
GATEHOUSE MEDIA KANSAS HOLDINGS, INC.
GATEHOUSE MEDIA LANSING PRINTING, INC.
GATEHOUSE MEDIA LOUISIANA HOLDINGS, INC.
GATEHOUSE MEDIA MACOMB HOLDINGS, INC.
GATEHOUSE MEDIA MANAGEMENT SERVICES, INC.
GATEHOUSE MEDIA MARYLAND HOLDINGS, INC.
GATEHOUSE MEDIA MASSACHUSETTS I, INC.
GATEHOUSE MEDIA MASSACHUSETTS II, INC.
GATEHOUSE MEDIA MICHIGAN HOLDINGS II, INC.
GATEHOUSE MEDIA MICHIGAN HOLDINGS, INC.
GATEHOUSE MEDIA MINNESOTA HOLDINGS, INC.
By: /s/ Michael E. Reed
Name: Michael E. Reed
Title: Director
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]








[Signature Page to Amendment No. 2 – Gannett Holdings LLC]







GATEHOUSE MEDIA MISSOURI HOLDINGS II, INC.
GATEHOUSE MEDIA MISSOURI HOLDINGS, INC.
GATEHOUSE MEDIA NEBRASKA HOLDINGS, INC.
GATEHOUSE MEDIA NEW YORK HOLDINGS, INC.
GATEHOUSE MEDIA NORTH DAKOTA HOLDINGS, INC.
GATEHOUSE MEDIA OHIO HOLDINGS II, INC.
GATEHOUSE MEDIA OHIO HOLDINGS, INC.
GATEHOUSE MEDIA OKLAHOMA HOLDINGS, INC.
GATEHOUSE MEDIA OREGON HOLDINGS, INC.
GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS, INC.
GATEHOUSE MEDIA SOUTH DAKOTA HOLDINGS, INC.
GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC.
GATEHOUSE MEDIA TENNESSEE HOLDINGS, INC.
GATEHOUSE MEDIA TEXAS HOLDINGS II, INC.
GATEHOUSE MEDIA TEXAS HOLDINGS, INC.
GATEHOUSE MEDIA VIRGINIA HOLDINGS, INC.
LMG MAINE HOLDINGS, INC.
LMG MASSACHUSETTS, INC.
LMG NATIONAL PUBLISHING, INC.
LMG RHODE ISLAND HOLDINGS, INC.
LMG STOCKTON, INC.
LOCAL MEDIA GROUP HOLDINGS LLC
LOCAL MEDIA GROUP, INC.
MINERAL DAILY NEWS TRIBUNE, INC.
NEWS LEADER, INC.
SEACOAST NEWSPAPERS, INC.
SUREWEST DIRECTORIES
TERRY NEWSPAPERS, INC.
LMG NANTUCKET, INC.
THE MAIL TRIBUNE, INC.
THE NICKEL OF MEDFORD, INC.
THE PEORIA JOURNAL STAR, INC.
THRIVEHIVE, INC.
UPCURVE, INC.
W-SYSTEMS CORP.
By: /s/ Michael E. Reed
Name:    Michael E. Reed
Title:    Director
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






ARIZONA NEWS SERVICE, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
By: /s/ Michael E. Reed
Name:    Michael E. Reed
Title:    Chief Executive Officer
BRIDGETOWER MEDIA DLN, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
BRIDGETOWER MEDIA, LLC
By: Dolco Acquisition, LLC, as its Sole Member
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
CA FLORIDA HOLDINGS, LLC
By: Cummings Acquisition, LLC, as its Sole Member
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






CUMMINGS ACQUISITION, LLC
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
CYBERINK, LLC
By: GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member
DOLCO ACQUISITION, LLC
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
ENHE ACQUISITION, LLC
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
ENTERPRISE NEWSMEDIA HOLDING, LLC
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
ENTERPRISE NEWSMEDIA, LLC
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
ENTERPRISE PUBLISHING COMPANY, LLC
By: Enterprise NewsMedia, LLC, as its Sole Member
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
GANNETT VENTURES LLC
By: New Media Ventures Group LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






GATEHOUSE MEDIA HOLDCO, LLC
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC
By: GateHouse Media, LLC, as its Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
GATEHOUSE MEDIA OPERATING, LLC
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
GATEHOUSE MEDIA, LLC
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
GEORGE W. PRESCOTT PUBLISHING COMPANY, LLC
By: Enterprise NewsMedia, LLC, as its Sole Member
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
IDAHO BUSINESS REVIEW, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
LAWYER’S WEEKLY, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office



[Signature Page to Amendment No. 2 – Gannett Holdings LLC]







LIBERTY SMC, L.L.C.
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
LONG ISLAND BUSINESS NEWS, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
LOW REALTY, LLC
By: Enterprise NewsMedia, LLC, as its Sole Member
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
LRT FOUR HUNDRED, LLC
By: Enterprise NewsMedia, LLC, as its Sole Member
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
MISSOURI LAWYERS MEDIA, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
NEW MEDIA HOLDINGS I LLC
By: USA TODAY Media Corp., as its Sole Member
NEW MEDIA HOLDINGS II LLC
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






NEW MEDIA VENTURES GROUP LLC
By: USA TODAY Media Corp., as its Sole Member
NEW ORLEANS PUBLISHING GROUP, L.L.C.
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
NOPG, L.L.C.
By: New Orleans Publishing Group, L.L.C., as its Sole Member
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
THE DAILY RECORD COMPANY, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
THE JOURNAL RECORD PUBLISHING CO., LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






THE NWS COMPANY, LLC
By: Dolco Acquisition, LLC, as its Manager
By: GateHouse Media Operating, LLC, as its Sole Member
By: GateHouse Media Holdco, LLC, as its Sole Member
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By: GateHouse Media, LLC, as its Sole Member
By: New Media Holdings II LLC, as its Sole Member
By: New Media Holdings I LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
UPCURVE CLOUD LLC
By: UpCurve, Inc., as its Sole Member
VENTURES ENDURANCE, LLC
By: Gannett Ventures LLC, as its Sole Member
By: New Media Ventures Group LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
VENTURES ENDURANCE EVENTS, LLC
By: Ventures Endurance, LLC, as its Sole Member
By: Gannett Ventures LLC, as its Sole Member
By: New Media Ventures Group LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






ACTION ADVERTISING, INC.
ALEXANDRIA NEWSPAPERS, INC.
BAXTER COUNTY NEWSPAPERS, INC.
BIZZY, INC.
BOAT SPINCO, INC.
CITIZEN PUBLISHING COMPANY
DES MOINES REGISTER AND TRIBUNE COMPANY
DESK SPINCO, INC.
DETROIT FREE PRESS, INC.
DIGICOL, INC.
EVANSVILLE COURIER COMPANY, INC.
FEDERATED PUBLICATIONS, INC.
GANNETT GP MEDIA, INC.
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
GANNETT MHC MEDIA, INC.
GANNETT MISSOURI PUBLISHING, INC.
GANNETT RETAIL ADVERTISING GROUP, INC.
GANNETT RIVER STATES PUBLISHING CORPORATION
GANNETT SB, INC.
GANNETT VERMONT PUBLISHING, INC.
JOURNAL COMMUNITY PUBLISHING GROUP, INC.
JOURNAL MEDIA GROUP, INC.
JOURNAL SENTINEL INC.
KICKSERV, LLC
MEMPHIS PUBLISHING COMPANY
MULTIMEDIA, INC.
PHOENIX NEWSPAPERS, INC.
PRESS-CITIZEN COMPANY, INC.
REACHLOCAL CANADA, INC.
REACHLOCAL DP, INC.
REACHLOCAL INTERNATIONAL, INC.
REACHLOCAL, INC.
RENO NEWSPAPERS, INC.
SEDONA PUBLISHING COMPANY, INC.
THE ADVERTISER COMPANY
THE COURIER-JOURNAL, INC.
THE DESERT SUN PUBLISHING CO.
THE TIMES HERALD COMPANY
USA TODAY MEDIA CORP.
USA TODAY SUPPLY CORPORATION
WORDSTREAM, INC.
X.COM, INC.

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: Directo
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






GANNETT INTERNATIONAL FINANCE LLC

By: /s/ Michael E. Reed
Name: Michael E. Reed
Title: Manager

By: /s/ Trisha Gosser
Name: Trisha Gosser
Title: Manager

By: /s/ Polly Grunfeld Sack
Name: Polly Grunfeld Sack
Title: Manager

[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






AMERICAN INFLUENCER AWARDS, LLC
By: Gannett Ventures LLC, as its Sole Member
ENMOTIVE COMPANY LLC
By: Gannett Ventures LLC, as its Sole Member
GIDDYUP EVENTS, LLC
By: Ventures Endurance, LLC, as its Sole Member
LOCO SPORTS, LLC
By: Ventures Endurance, LLC, as its Sole Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






DEALON, LLC
By: ReachLocal, Inc., as its Sole Member
DES MOINES PRESS CITIZEN LLC
By: Des Moines Register and Tribune Company, as its Sole Member
FOODBLOGS, LLC
By: Grateful Media, LLC, as its Sole Member
By: Gannett Satellite Information Network, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
GANNETT SATELLITE INFORMATION NETWORK, LLC
By: USA TODAY Media Corp., as its Sole Member
GANNETT UK MEDIA, LLC
By: USA TODAY Media Corp., as its Sole Member
GCCC, LLC
By: Gannett Missouri Publishing, Inc., as its Sole Member
GCOE, LLC
By: Gannett Satellite Information Network, LLC, as its Managing Member
By: USA TODAY Media Corp., as its Sole Member
GFHC, LLC
By: USA TODAY Media Corp., as its Sole Member
GNSS LLC
By: USA TODAY Media Corp., as its Sole Member
GRATEFUL MEDIA, LLC
By: Gannett Satellite Information Network, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
IMAGN CONTENT SERVICES, LLC
By: USA Today Sports Media Group, LLC, as its Sole Member
By: Gannett Satellite Information Network, LLC, as its Managing Member
By: USA TODAY Media Corp., as its Sole Member
LOCALIQ LLC
By: USA TODAY Media Corp., as its Sole Member
MILWAUKEE MARATHON LLC
By: Ventures Endurance Events, LLC, as Member and Majority In Interest
REACHLOCAL INTERNATIONAL GP LLC
By: ReachLocal International, Inc., as its Sole Member
By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






SCRIPPS NP OPERATING, LLC
By: Desk Spinco, Inc., as its Sole Member
THANKSGIVING VENTURES, LLC
By: Grateful Media, LLC, as its Sole Member
By: Gannett Satellite Information Network, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Sole Member
USA TODAY PUBLISHING SERVICES, LLC
By: Gannett Satellite Information Network, LLC, as its Managing Member
By: USA TODAY Media Corp., as its Sole Member
USA TODAY SPORTS MEDIA GROUP, LLC
By: Gannett Satellite Information Network, LLC, as its Managing Member
By: USA TODAY Media Corp., as its Sole Member
YORK DAILY RECORD-YORK SUNDAY NEWS LLC
By: York Newspaper Company, as its Manager
By: York Newspapers Holdings, L.P., as its General Partner
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member

By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






YORK DISPATCH LLC
By: York Newspaper Company, as its Manager
By: York Newspapers Holdings, L.P., as its General Partner
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member


By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






YORK NEWSPAPER COMPANY
By: York Newspapers Holdings, L.P., as its General Partner
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member


By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]







YORK NEWSPAPERS HOLDINGS, L.P.
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc., as its Member
YORK NEWSPAPERS HOLDINGS, LLC
By: York Newspapers Holdings, L.P., as its Sole Member
By: York Partnership Holdings, LLC, as its General Partner
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
YORK PARTNERSHIP HOLDINGS, LLC
By: Texas-New Mexico Newspapers, LLC, as its Manager
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






DESERT SUN PUBLISHING, LLC
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Co., Inc., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
GANNETT MEDIA SERVICES, LLC
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
SALINAS NEWSPAPERS LLC
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
TEXAS-NEW MEXICO NEWSPAPERS, LLC
By: The Sun Company of San Bernardino, California LLC, as its Member
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc. as its Member
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA LLC
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc., as its Member
VISALIA NEWSPAPERS LLC
By: Gannett Media Services, LLC, as its Sole Member
By: USA TODAY Media Corp., as its Member
By: The Desert Sun Publishing Co., as its Member
By: Gannett Satellite Information Network, LLC, as its Member
By: USA TODAY Media Corp., as its Sole Member
By: Gannett International Communications, Inc., as its Member


By:
/s/ Michael E. Reed
Name: Michael E. Reed
Title: President and Chief Executive Office
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]








APOLLO ADMINISTRATIVE AGENCY LLC, as Agent,
By
/s/ Daniel M. Duval

Name:     Daniel M. Duval

Title:     Vice President




[Signature Page to Amendment No. 2 – Gannett Holdings LLC]






[Lender signature pages on file with the Administrative Agent]
[Signature Page to Amendment No. 2 – Gannett Holdings LLC]





SCHEDULE I
[Schedule I on file with the Administrative Agent]




SCHEDULE II
[Schedule II on file with the Administrative Agent]




EX-19.1 5 tday-20251231xex191.htm EX-19.1 Document

Exhibit 19.1

USA TODAY CO., INC.
POLICY ON INSIDER TRADING | POLICY    


POLICY ON INSIDER TRADING |

In the course of conducting the business of USA TODAY Co., Inc. and its subsidiaries (collectively, the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public (“material nonpublic information”). You have a legal and ethical obligation to maintain the confidentiality of material nonpublic information. In addition, it is illegal and a violation of Company policy to purchase or sell securities of the Company or any other entity while you are in possession of material nonpublic information about the Company or that other entity. The Company has adopted this policy on insider trading (the “Policy”) in order to ensure compliance with the law and to avoid even the appearance of improper conduct by anyone associated with the Company. We have all worked hard to establish the Company’s reputation for integrity and ethical conduct, and we are all responsible for preserving and enhancing this reputation. If you have any questions or uncertainties about this Policy or a proposed transaction, please ask the Chief Legal Officer.

SCOPE OF COVERAGE |

The restrictions set forth in this Policy apply to all Company officers, directors and employees (collectively, “Insiders”), wherever located, and to (i) their spouses, minor children, and anyone else sharing the same household (collectively, “Family Members”); (ii) any other person or entity over which the officer, director or employee exercises substantial influence or control; and (iii) any trust or other estate in which an officer, director or employee has a substantial beneficial interest or as to which they serve as trustee or in a similar fiduciary capacity (collectively (ii) and (iii), “Controlled Entities”).

This Policy and its prohibitions apply in relation to any material, nonpublic information you obtain in the course of the Company’s business concerning the Company or other companies. If you acquire material, nonpublic information, you may not trade in the securities of the Company or any other company on the basis of such information or disclose or “tip” any such information until after such information has been disclosed to the public. Material, non-public information about other companies should be treated in the same way as comparable information relating to the Company.

This Policy applies to transactions in securities, including without limitation, common stock, preferred stock, bonds and other debt securities, options to purchase common stock, convertible debentures and warrants, as well as derivative securities, such as exchange-traded put or call options or swaps. See the sections entitled “Special Transactions” and “Prohibited Transactions” for further discussion of certain types of securities and transactions.

KEY EMPLOYEES |

When discussed in this Policy, “Key Employees” shall mean:
•each member of the Company’s Board of Directors;
•the Company’s Section 16 Officers;
•Company employees with the job level of Executive Vice President and above; and


•any other employee who is notified by the Company that they are considered a Key Employee for the purposes of this Policy.

INDIVIDUAL RESPONSIBILITY |

Persons subject to this Policy are individually responsible for complying with this Policy and ensuring the compliance of any Family Member or Controlled Entity whose transactions are subject to this Policy. Accordingly, you should make your Family Members aware of the need to confer with you before they trade in securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company or any other employee pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.

MATERIAL NONPUBLIC INFORMATION |

What is Material Information?
Information is generally regarded as material if:

•There is a substantial likelihood that a reasonable investor would consider the information important in determining whether to trade in a security; or
•The information, if made public, likely would affect the market price of a company’s securities.

Information may be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information. Material information can be positive or negative. Nonpublic information can be material even with respect to companies that do not have publicly traded stock, such as those with outstanding bonds or bank loans.

Depending on the facts and circumstances, information that could be considered material includes, but is not limited to:

•Earnings announcements or estimates, or changes to previously released announcements or estimates;
•Other unpublished financial results or forecasts;
•Write-downs and additions to reserves for bad debts;
•Expansion or curtailment of operations;
•Significant changes in capital investment plans;
•Major litigation or government actions;
•Significant labor disputes;
•Mergers, acquisitions, tender offers, joint ventures or changes in assets;
•Changes in analyst recommendations or debt ratings;
•Events regarding the Company’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, changes in dividends, changes to the rights of securityholders, or public or private sales of additional securities);
•Changes in control of the Company or extraordinary management developments;
•Changes in the Company’s pricing or cost structure;
•Extraordinary borrowing or other financing transactions out of the ordinary course;
•Liquidity problems;
•Changes in auditors or auditor notification that the Company may no longer rely on an audit report;
Revised 11/2025
2


•Cybersecurity incidents;
•Development of a significant new product, process, or service;
•New inventions or discoveries; and
•The gain or loss of a significant customer or supplier.

What is Nonpublic Information?
Information is considered to be nonpublic unless it has been adequately disclosed to the public, which means that the information must be publicly disseminated and sufficient time must have passed for the securities markets to digest the information.

It is important to note that information is not necessarily public merely because it has been discussed in the press, which will sometimes report rumors. You should presume that information is nonpublic unless you can point to its official release by the Company in at least one of the following ways:

•Public filings with the Securities and Exchange Commission; or
•Issuance of a press release that is widely disseminated in a manner making it generally available to investors.

You may not attempt to “beat the market” by trading simultaneously with, or shortly after, the official release of material information.

Twenty-Twenty Hindsight. If securities transactions ever become the subject of scrutiny, they are likely to be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how the transaction may be construed in the bright light of hindsight.

“TIPPING” MATERIAL NONPUBLIC INFORMATION IS PROHIBITED |

In addition to trading while in possession of material nonpublic information, it is also illegal and a violation of this Policy to convey such information to another party (“tipping”) if you know or have reason to believe that the other party will misuse such information by trading in securities or passing such information to others who will trade. This applies regardless of whether the “tippee” is related to the Insider or is an entity, such as a trust or a corporation, and regardless of whether you receive any monetary benefit from the tippee.

SPECIAL TRANSACTIONS |

The trading restrictions in this Policy do not apply in the case of the following transactions, except as specifically noted:

•Employee Stock Purchase Plan: The trading restrictions in this Policy do not apply to purchases of Company stock in an employee stock purchase plan, if any, resulting from periodic payroll contributions to the plan under an election made at the time of enrollment in the plan. The trading restrictions also do not apply to purchases of Company securities resulting from lump sum contributions to any employee stock purchase plan, provided that you elected to participate by lump sum payment at the beginning of the applicable enrollment period. The trading restrictions do apply, however, to an election to participate in any employee stock purchase plan for any enrollment period, changes in payroll contributions and to sales of Company stock purchased under the plan.
•401(k) Plan: The trading restrictions in this Policy do not apply to purchases of Company stock in a 401(k) plan, if any, resulting from periodic contributions of money to the plan pursuant to payroll deduction elections. The trading restrictions do apply, however, to
Revised 11/2025
3


elections made under a 401(k) plan to (a) increase or decrease the percentage of periodic contributions that will be allocated to the Company stock fund, (b) make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of a Company stock fund balance, and (d) pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.
•Stock Option Plans: While the trading restrictions in this Policy do apply to sales of Company common stock received upon the exercise of stock options in which the proceeds are used to fund the option exercise price (i.e., a cashless exercise of options) or related taxes, the trading restrictions in this Policy do not apply to exercises of stock options where no Company common stock is sold in the market to fund the option exercise price or related taxes (i.e. a net exercise or where cash is paid to exercise the option) or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements.
•Restricted Stock Awards: The trading restrictions in this Policy do not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The trading restrictions do apply, however, to any market sale of restricted stock.
•Dividend Reinvestment Plan: The trading restrictions in this Policy do not apply to purchases of Company securities under a dividend reinvestment plan, if any, resulting from your reinvestment of dividends paid on Company securities. The trading restrictions do apply, however, to voluntary purchases of Company securities resulting from additional contributions you choose to make to a dividend reinvestment plan, and to your election to participate in the plan or change your level of participation in the plan. The trading restrictions also apply to your sale of any Company securities purchased pursuant to any dividend reinvestment plan.

GIFTS OF SECURITIES |

Bona fide gifts of securities are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company securities while the officer, director, or employee is aware of material nonpublic information, or the person making the gift is subject to other Company directed trading restrictions (in which case preclearance from the Chief Legal Officer is required). All Key Employees must notify the Chief Legal Officer at least five business days before the date a bona fide gift of securities is made.

PROHIBITED TRANSACTIONS |

Due to the heightened legal risk associated with the following transactions, individuals subject to this Policy may not engage in the following:

•Margin Accounts and Pledges: Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, you may not hold Company securities in a margin account or otherwise pledge Company securities as collateral for a loan.
•Hedging Transactions: You may not engage in hedging transactions such as (but not limited to) zero-cost collars, equity swaps, forward sale contracts, and short-selling the Company’s securities. Hedging transactions may allow a director, officer, or employee to continue to own Company securities, but without the full risks and rewards of ownership. This may lead to the director, officer, or employee no longer having the same objectives as the Company’s other shareholders.

Revised 11/2025
4


TRADING PLANS |

Notwithstanding the prohibition against insider trading, Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”) and Company policy permit employees and others subject to this Policy to trade in Company securities regardless of their awareness of material nonpublic information if the transaction is made pursuant to an approved pre-arranged written trading plan (“Trading Plan”) that was entered into when the person was not in possession of material nonpublic information and that complies with the requirements of Rule 10b5-1. Anyone subject to this Policy who wishes to enter into a Trading Plan must submit the Trading Plan to the Chief Legal Officer for approval at least five business days prior to the planned entry into the Trading Plan. In general and among other things, Trading Plans must:

•be adopted by a person when they are not in possession of material nonpublic information about the Company and not subject to a blackout period under this Policy;
•have a cooling-off period consistent with Rule 10b5-1, meaning that the first trade under the Trading Plan cannot be executed until:
ofor Key Employees: the later of (i) 90 days after adopting the Trading Plan; or (ii) two business days following disclosure of the financial results for the for the fiscal quarter in which the Trading Plan was adopted or modified (but not to exceed 120 days following the Trading Plan adoption or modification);
ofor other employees: 30 days after adopting the Trading Plan;
•include a certification that the person is adopting the Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, will act in good faith for the duration of the Trading Plan, and that, as of the adoption date, the person is not in possession of any material nonpublic information regarding the Company; and
•give a third party the discretionary authority to execute such purchases and sales, outside the person’s control, so long as such third party does not possess any material nonpublic information about the Company, or explicitly specify the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.

You may not enter into overlapping Trading Plans (subject to certain exceptions) and may only enter into one single-trade Trading Plan during any consecutive 12-month period (subject to certain exceptions).

Once the Trading Plan is approved and adopted, you must not exercise any subsequent influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. You may amend or replace a Trading Plan only during periods when trading is permitted in accordance with this Policy, and you must submit any proposed amendment or replacement of a Trading Plan to the Chief Legal Officer for approval at least five business days prior to adoption. You must provide notice to the Chief Legal Officer prior to terminating a Trading Plan. You should understand that modifications or terminations of a Trading Plan likely restart the cooling-off period and may call into question your good faith in entering into the Trading Plan (and therefore may jeopardize the availability of the affirmative defense against insider trading allegations).

In addition to Trading Plans under Rule 10b5-1, you must contact the Chief Legal Officer if you wish to enter into a written arrangement to trade in the Company’s securities that does not fall under Rule 10b5-1. Any such plan is subject to the same approval process as detailed above.

Revised 11/2025
5


BLACKOUT PROVISIONS; PRECLEARANCE & REPORTING REQUIREMENTS |

Blackout Periods

Insiders (and their Family Members and Controlled Entities) may only trade in the Company’s securities for their own account during the Company’s designated window periods, which are open when the Company is not in a blackout period (except by means of a Trading Plan established in compliance with this Policy). The Company’s blackout periods begin 15 days prior to the end of each fiscal quarter of the Company and end upon the market closing on the second full day of trading following the public release by the Company of its quarterly or year-end financial results.

In addition, directors, officers, and certain employees may be instructed not to trade in the Company’s securities due to certain specific events, which will trigger an “event-specific blackout.” If this happens, you may not engage in any trade of any type under any circumstances during the event-specific blackout until you are informed that the event-specific blackout no longer applies. Because the existence of an event-specific blackout may itself be material nonpublic information, you must not inform anyone of the existence of this type of trading restriction. Further, any person that is made aware of the reason for an event-specific prohibition on trading shall not disclose the reason for the prohibition. The failure of the Chief Legal Officer or the Company’s legal department to notify you of an event-specific blackout will not relieve you of the obligation not to trade while in possession of material nonpublic information.

The Chief Legal Officer may make limited exceptions to trading during blackout periods upon a tangible demonstration of a personal hardship by an Insider and the conclusion that the person requesting the exception is not in possession of material nonpublic information. All determinations in this regard will be final and not subject to further review. Hardship exceptions are granted infrequently and only in exceptional circumstances.

Even if a blackout period is not in effect, at no time may you trade in Company securities if you are in possession of material nonpublic information about the Company.

Preclearance & Reporting Requirements

All Key Employees (including Family Members and Controlled Entities), must have any transaction in the Company’s securities pre-cleared by the Chief Legal Officer, except for trades under a Trading Plan established in compliance with this Policy. A request for pre-clearance should be submitted to the Chief Legal Officer at least five business days before the proposed transaction (or such shorter period as the Chief Legal Officer may determine) and any transaction subject to the pre-clearance request may not be effected unless given clearance to do so.

To request pre-clearance, contact the Chief Legal Officer with the following information: the type of trade, anticipated amount of Company securities in the trade, and who would be making the trade (i.e., the Key Employee, a Family Member or Controlled Entity). The Chief Legal Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. Such persons seeking clearance may not be informed of the reason they may not trade. If a person seeks pre-clearance and is denied, the person must not initiate the transaction in Company securities for which pre-clearance was denied and should not inform any other person of the denial.

When a request for pre-clearance is made, the requestor should carefully consider whether they may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Chief Legal Officer. The requestor should also indicate whether they have effected any non-exempt “opposite-way” transactions within the past six months, and
Revised 11/2025
6


should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5, if applicable. The requestor should also be prepared to comply with SEC Rule 144 and file a Form 144, if necessary, at the time of any sale. Any pre-clearance approval (unless revoked) is valid only for two business days following the day on which it was granted. If a transaction for which pre-clearance has been granted is not effected within such period, the transaction must be pre-cleared again.

All transactions by Key Employees (including Family Members and Controlled Entities), must be pre-cleared and notification of the effectiveness of such pre-cleared transaction must be given to the Chief Legal Officer no later than the date of the transaction.

SAFEGUARDING CONFIDENTIAL INFORMATION |

If material information relating to the Company or its business has not been disclosed to the general public, such information must be kept in strict confidence and should be discussed only with persons who have a “need to know” the information for a legitimate business purpose. The utmost care and circumspection must be exercised at all times in order to protect the Company’s confidential information. In addition to the prohibitions set forth in the Company’s Code of Business Conduct and Ethics on the use of confidential information the following practices should be followed to help prevent the misuse of confidential information:

•Avoid discussing confidential information with colleagues in places where you may be overheard by people who do not have a valid need to know such information, such as on elevators, in restaurants and on airplanes.
•Take great care when discussing confidential information on speaker phones or on cellular phones in locations where you may be overheard.
•Do not discuss confidential information with relatives or social acquaintances.
•Do not give your computer IDs and passwords to any other person. Password protect computers and log off when they are not in use.
•Always put confidential documents away when not in use and, based upon the sensitivity of the material, keep such documents in a locked desk or office. Do not leave documents containing confidential information where they may be seen by persons who do not have a need to know the content of the documents.
•Be aware that the Internet and other external electronic mail carriers are not secure environments for the transmission of confidential information.
•Comply with the specific terms of any confidentiality agreements of which you are aware.
•Upon termination of your employment, you must return to the Company all physical and electronic copies of confidential information as well as all other material embodied in any physical or electronic form that is based on or derived from such information, without retaining any copies.

RESPONDING TO REQUESTS FOR INFORMATION |

You may find yourself the recipient of questions concerning various activities of the Company. Such inquiries can come from the media, securities analysts and others regarding the Company’s business, rumors, trading activity, current and future prospects and plans, acquisition or divestiture activities and other similar important information. Under no circumstances should you attempt to handle these inquiries without prior authorization. Only Company individuals specifically authorized to do so may answer questions about or disclose information concerning the Company.

Revised 11/2025
7


•Refer requests for information regarding the Company from the financial community, such as securities analysts, brokers or investors, to the head of the Company’s Investor Relations.
•Refer requests for information regarding the Company from the media or press to the Company’s Chief Communications Officer.
•Refer requests for information from the Securities Exchange Commission or other regulators to the Chief Legal Officer.

POST-TERMINATION TRANSACTIONS |

This Policy continues to apply to transactions in Company securities even after termination of service with the Company. If an individual is in possession of material nonpublic information when their service terminates, that individual may not trade in Company securities or in the securities of any other company on the basis of such information, until that information has become public or is no longer material.

CONSEQUENCES OF NON-COMPLIANCE |

Failure to observe this Policy could lead to severe adverse consequences for the Company and for you. Insider trading violations are
pursued vigorously by federal and state enforcement authorities. Consequences for an individual trading on inside information (or tipping others) is severe, and could include significant civil penalties, criminal fines and imprisonment, immediate termination for cause, and irreparable reputational damage.

In addition, the Company may also be subject to civil and criminal penalties for failing to take appropriate steps to prevent insider trading, and trading in the Company’s securities could be halted or suspended. Further, even the appearance of impropriety relating to insider trading in the Company’s securities could impair investor confidence in the Company.

The Board will be responsible for making, or may delegate the responsibility to make, determinations on a case-by-case basis of whether this Policy has been violated and, if so, the appropriate action to be taken by the Company in response. Sanctions for violations of this Policy may include whatever appropriate action the Board or delegated authority deems advisable, including immediate termination of employment or other appropriate disciplinary action. Such determinations will be final and not subject to further review.

REPORTING VIOLATIONS/SEEKING ADVICE |

You should refer suspected violations of this Policy to the Chief Legal Officer. In addition, if you receive:

•material nonpublic information that you are not authorized to receive or that you do not legitimately need to know to perform your employment responsibilities, or
•confidential information and are unsure if it is within the definition of material nonpublic information or whether its release might be contrary to a fiduciary or other duty or obligation,

you should not share it with anyone. Consulting your colleagues can have the effect of exacerbating the problem. Containment of the information, until the legal implications of possessing it are determined, is critical. To seek advice about what to do under those circumstances, you should contact the Chief Legal Officer.

Revised 11/2025
8


ACKNOWLEDGEMENT |

All persons subject to this Policy must acknowledge their understanding of, and intent to comply with, this Policy.

Revised 11/2025
9
EX-21.1 6 tday-20251231xex211.htm EX-21.1 Document
Exhibit 21.1
SUBSIDIARIES OF GANNETT CO., INC.
Entity
State of Incorporation (Corporations) State of Organization (Limited Liability Company)
USA TODAY Co., Inc.
Delaware
Gannett Holdings LLC
Delaware
USA TODAY Media Corp.
Delaware
Action Advertising, Inc.
Wisconsin
Albuquerque Publishing Company
New Mexico
Alexandria Newspapers, Inc.
Louisiana
American Influencer Awards, LLC
Delaware
Arizona News Service, LLC
Delaware
Baxter County Newspapers, Inc.
Arkansas
Bizzy, Inc.
Delaware
Blue Dot Seats, LLC
Delaware
Boat Spinco, Inc.
Wisconsin
BridgeTower Media DLN, LLC
Delaware
BridgeTower Media Holding Company
Delaware
BridgeTower Media, LLC
Delaware
CA Alabama Holdings, Inc.
Delaware
CA Florida Holdings, LLC
Delaware
CA Louisiana Holdings, Inc.
Delaware
CA Massachusetts Holdings, Inc.
Delaware
CA North Carolina Holdings, Inc.
Delaware
CA South Carolina Holdings, Inc.
Delaware
Citizen Publishing Company
Arizona
CMGI (Moduslink)
Delaware
Copley Ohio Newspapers, Inc.
Illinois
Cummings Acquisition, LLC
Delaware
CyberInk, LLC
Pennsylvania
Daily Journal of Commerce, Inc.
Delaware
Daily Reporter Publishing Company
Delaware
DB Acquisition, Inc.
Delaware
DB Arkansas Holdings, Inc.
Delaware
DB Iowa Holdings, Inc.
Delaware
DB North Carolina Holdings, Inc.
Delaware
DB Oklahoma Holdings, Inc.
Delaware
DB Tennessee Holdings, Inc.
Delaware
DB Texas Holdings, Inc.
Delaware
DB Washington Holdings, Inc.
Delaware
DealOn, LLC
Delaware
Des Moines Press Citizen LLC
Delaware
Des Moines Register and Tribune Company
Iowa
Desert Sun Publishing, LLC
Delaware
Desk Spinco, Inc.
Wisconsin

Exhibit 21.1
Detroit Free Press, Inc.
Michigan
Detroit Newspaper Partnership, L.P.
Delaware
DiGiCol, Inc.
Delaware
Dolco Acquisition, LLC
Delaware
ENHE Acquisition, LLC
Delaware
EnMotive Company LLC
Delaware
Enterprise NewsMedia Holding, LLC
Delaware
Enterprise NewsMedia, LLC
Delaware
Enterprise Publishing Company, LLC
Delaware
Evansville Courier Company, Inc.
Indiana
Federated Publications, Inc.
Delaware
Finance and Commerce, Inc.
Minnesota
FoodBlogs, LLC
Arizona
Gannett GP Media, Inc.
Delaware
Gannett International Communications, Inc.
Delaware
Gannett International Finance LLC
Delaware
Gannett International Finance LLP
United Kingdom
Gannett International Holdings LLP
United Kingdom
Gannett Media Services, LLC
Delaware
Gannett MHC Media, Inc.
Delaware
Gannett Missouri Publishing, Inc.
Kansas
USA TODAY Publishing Services, LLC
Delaware
Gannett Retail Advertising Group, Inc.
Delaware
Gannett River States Publishing Corporation
Arkansas
Gannett Satellite Information Network, LLC
Delaware
Gannett SB, Inc.
Delaware
USA TODAY Supply Corporation
Delaware
Gannett U.K. Limited
United Kingdom
Gannett UK Media, LLC
Delaware
Gannett Ventures LLC
Delaware
Gannett Vermont Publishing, Inc.
Delaware
GateHouse Media Alaska Holdings, Inc.
Delaware
GateHouse Media Arkansas Holdings, Inc.
Delaware
GateHouse Media California Holdings, Inc.
Delaware
GateHouse Media Colorado Holdings, Inc.
Delaware
GateHouse Media Connecticut Holdings, Inc.
Delaware
GateHouse Media Corning Holdings, Inc.
Nevada
GateHouse Media Delaware Holdings, Inc.
Delaware
GateHouse Media Directories Holdings, Inc.
Delaware
GateHouse Media Freeport Holdings, Inc.
Delaware
GateHouse Media Georgia Holdings, Inc.
Delaware
GateHouse Media Holdco, LLC
Delaware
GateHouse Media Illinois Holdings II, Inc.
Delaware
GateHouse Media Illinois Holdings, Inc.
Delaware
GateHouse Media Indiana Holdings, Inc.
Delaware

Exhibit 21.1
GateHouse Media Intermediate Holdco, LLC
Delaware
GateHouse Media Iowa Holdings, Inc.
Delaware
GateHouse Media Kansas Holdings II, Inc.
Delaware
GateHouse Media Kansas Holdings, Inc.
Delaware
GateHouse Media Lansing Printing, Inc.
Delaware
GateHouse Media Louisiana Holdings, Inc.
Delaware
GateHouse Media Macomb Holdings, Inc.
Delaware
GateHouse Media Management Services, Inc.
Delaware
GateHouse Media Maryland Holdings, Inc.
Delaware
GateHouse Media Massachusetts I, Inc.
Delaware
GateHouse Media Massachusetts II, Inc.
Delaware
GateHouse Media Michigan Holdings II, Inc.
Delaware
GateHouse Media Michigan Holdings, Inc.
Delaware
GateHouse Media Minnesota Holdings, Inc.
Delaware
GateHouse Media Missouri Holdings II, Inc.
Delaware
GateHouse Media Missouri Holdings, Inc.
Delaware
GateHouse Media Nebraska Holdings, Inc.
Delaware
GateHouse Media New York Holdings, Inc.
Delaware
GateHouse Media North Dakota Holdings, Inc.
Delaware
GateHouse Media Ohio Holdings II, Inc.
Delaware
GateHouse Media Ohio Holdings, Inc.
Delaware
GateHouse Media Oklahoma Holdings, Inc.
Delaware
GateHouse Media Operating, LLC
Delaware
GateHouse Media Oregon Holdings, Inc.
Delaware
GateHouse Media Pennsylvania Holdings, Inc.
Delaware
GateHouse Media South Dakota Holdings, Inc.
Delaware
GateHouse Media Suburban Newspapers, Inc.
Delaware
GateHouse Media Tennessee Holdings, Inc.
Delaware
GateHouse Media Texas Holdings II, Inc.
Delaware
GateHouse Media Texas Holdings, Inc.
Delaware
GateHouse Media Virginia Holdings, Inc.
Delaware
GateHouse Media, LLC
Delaware
GCCC, LLC
Delaware
GCOE, LLC
Delaware
George W. Prescott Publishing Company, LLC
Delaware
GFHC, LLC
Delaware
GiddyUp Events LLC
Maine
GNSS LLC
Delaware
Good Worldwide, Inc.
Delaware
Grateful Media, LLC
Delaware
Guam Publications, Incorporated
Hawaii
Idaho Business Review, LLC
Idaho
Imagn Content Services, LLC
Florida
Journal Community Publishing Group, Inc.
Wisconsin
Journal Media Group, Inc.
Wisconsin

Exhibit 21.1
Journal Sentinel Inc.
Wisconsin
Kickserv, LLC
Delaware
Lawyer's Weekly, LLC
Delaware
Liberty SMC, L.L.C.
Delaware
LMG Maine Holdings, Inc.
Delaware
LMG Massachusetts, Inc.
Massachusetts
LMG Nantucket, Inc.
Massachusetts
LMG National Publishing, Inc.
Delaware
LMG Rhode Island Holdings, Inc.
Delaware
LMG Stockton, Inc.
Delaware
Local Media Group Holdings LLC
Delaware
Local Media Group, Inc.
Delaware
LocaliQ Limited
United Kingdom
LOCALiQ LLC
Delaware
Loco Sports, LLC
Delaware
Long Island Business News, LLC
Delaware
Low Realty, LLC
Delaware
LRT Four Hundred, LLC
Delaware
Memphis Publishing Company
Delaware
Milwaukee Marathon LLC
Wisconsin
Mineral Daily News Tribune, Inc.
West Virginia
Missouri Lawyers Media, LLC
Delaware
Moonlighting, Inc.
Delaware
Multimedia, Inc.
South Carolina
New Media Holdings I LLC
Delaware
New Media Holdings II LLC
Delaware
New Media Ventures Group LLC
Delaware
New Orleans Publishing Group, L.L.C.
Louisiana
News Leader, Inc.
Louisiana
News.me Inc.
Delaware
Newsquest (Clyde & Forth Press) Limited
United Kingdom
Newsquest Community Media Limited
England and Wales
Newsquest (Essex) Limited
United Kingdom
Newsquest (Herald & Times) Limited
United Kingdom
Newsquest (Herts and Bucks) Limited
United Kingdom
Newsquest (London & Essex) Limited
United Kingdom
Newsquest Capital Limited
United Kingdom
Newsquest Limited
United Kingdom
Newsquest Media (Southern) Limited
United Kingdom
Newsquest Media Group Limited
United Kingdom
Newsquest Pension Trustee Limited
United Kingdom
Newsquest Printing (Glasgow) Limited
United Kingdom
Newsquest Specialist Media Limited
United Kingdom
NOPG, L.L.C.
Louisiana
PA Group Ltd.
New Zealand

Exhibit 21.1
Pacific Media, Inc.
Delaware
Phoenix Newspapers, Inc.
Arizona
Placester, Inc.
Delaware
Press-Citizen Company, Inc.
Iowa
Reach plc
United Kingdom
ReachLocal Australia Pty Ltd
Australia
ReachLocal Canada, Inc.
Delaware
ReachLocal DP, Inc.
Delaware
ReachLocal International GP LLC
Delaware
ReachLocal International, Inc.
Delaware
ReachLocal Mexico S. De R.L. de C.V.
Mexico
ReachLocal New Zealand Limited
New Zealand
ReachLocal Services Private Limited
India
ReachLocal, Inc.
Delaware
Reno Newspapers, Inc.
Nevada
Rugged Events Canada LTD
British Columbia
Salinas Newspapers LLC
California
Scripps NP Operating, LLC
Wisconsin
Scroll Labs Inc.
Delaware
Seacoast Newspapers, Inc.
New Hampshire
Sedona Publishing Company, Inc.
Arizona
Sopress Investments Limited
United Kingdom
Starline Printing Company, LLLP
New Mexico
SureWest Directories
California
Tap-on-it, LLC
Delaware
Terry Newspapers, Inc.
Iowa
Texas-New Mexico Newspapers, LLC
Delaware
Thanksgiving Ventures, LLC
Arizona
The Advertiser Company
Alabama
The Courier-Journal, Inc.
Delaware
The Daily Record Company, LLC
Delaware
The Desert Sun Publishing Co.
California
The Journal Record Publishing Co., LLC
Delaware
The Mail Tribune, Inc.
Delaware
The Nickel of Medford, Inc.
Oregon
The NWS Company, LLC
Delaware
The Peoria Journal Star, Inc.
Illinois
The Sun Company of San Bernardino, California LLC
California
The Times Herald Company
Michigan
ThriveHive, Inc.
Delaware
timeRAZOR, Inc. (d/b/a Gravy)
Virginia
TNI Partners
Arizona
TRL 2019 Limited
England and Wales
UpCurve Cloud LLC
Delaware

Exhibit 21.1
UpCurve, Inc.
Delaware
USA Today Sports Media Group, LLC
Delaware
Ventures Endurance Events, LLC
Massachusetts
Ventures Endurance, LLC
Delaware
Visalia Newspapers LLC
California
Weymouth Football Club
United Kingdom
William Trimble Limited
United Kingdom
Wordstream, Inc.
Delaware
WP Publishing
United Kingdom
W-Systems Corp.
Nevada
x.com, Inc.
Delaware
York Daily Record-York Sunday News LLC
Delaware
York Dispatch LLC
Delaware
York Newspaper Company
Pennsylvania
York Newspapers Holdings, L.P.
Delaware
York Newspapers Holdings, LLC
Delaware
York Partnership Holdings, LLC
Delaware


EX-23.1 7 tday-20251231xex231.htm EX-23.1 Document

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 26, 2026, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of USA TODAY Co., Inc. on Form 10-K for the year ended December 31, 2025. We consent to the incorporation by reference of said reports in the Registration Statements of USA TODAY Co., Inc. on Forms S-8 (File No. 333-272656 and File No. 333-236867).

/s/ GRANT THORNTON LLP
New York, New York
February 26, 2026
EX-31.1 8 tday-20251231xex311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Michael E. Reed, certify that:
1.I have reviewed this annual report on Form 10-K of USA TODAY Co., Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 26, 2026
/s/ Michael E. Reed
Michael E. Reed
President and Chief Executive Officer (principal executive officer)


EX-31.2 9 tday-20251231xex312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Trisha M. Gosser, certify that:
1.I have reviewed this annual report on Form 10-K of USA TODAY Co., Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 26, 2026
/s/ Trisha M. Gosser
Trisha M. Gosser
Chief Financial Officer (principal financial officer)


EX-32.1 10 tday-20251231xex321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of USA TODAY Co., Inc. (“USA TODAY Co.”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Reed, President and Chief Executive Officer of USA TODAY Co., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USA TODAY Co.
/s/ Michael E. Reed
Michael E. Reed
President and Chief Executive Officer (principal executive officer)
February 26, 2026
EX-32.2 11 tday-20251231xex322.htm EX-32.2 Document

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of USA TODAY Co., Inc. (“USA TODAY Co.”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trisha M. Gosser, Chief Financial Officer of USA TODAY Co., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USA TODAY Co.
/s/ Trisha M. Gosser
Trisha M. Gosser
Chief Financial Officer (principal financial officer)
February 26, 2026