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What changed in LEE ENTERPRISES, Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LEE ENTERPRISES, Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+179 added−152 removedSource: 10-K (2025-11-26) vs 10-K (2024-12-13)

Top changes in LEE ENTERPRISES, Inc's 2025 10-K

179 paragraphs added · 152 removed · 96 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAmong such risks, trends and other uncertainties, which in some instances are beyond our control, are: • We may be required to indemnify the previous owners of the BH Media or Buffalo News for unknown legal and other matters that may arise; • Our ability to manage declining print revenue; • The impact and duration of adverse conditions in certain aspects of the economy affecting our business; • Change in advertising and subscription demand; • Changes in technology that impact our ability to deliver digital advertising; • Potential changes in newsprint, other commodities and energy costs; • Interest rates; • Labor costs; • Significant cyber-security breaches or failure of our information technology systems; 5 Table of Contents • Our ability to maintain employee and customer relationships; • Our ability to manage increased capital costs; • Our ability to maintain our listing Nasdaq; • Competition; and • Other risks detailed from time to time in our publicly filed documents, including this Annual Report and particularly in "Risk Factors", Part I, Item 1A herein.
Biggest changeAmong such risks, trends and other uncertainties, which in some instances are beyond our control, are: • Our ability to manage declining print revenue and circulation subscribers; • The impact and duration of adverse conditions in certain aspects of the economy affecting our business; • Changes in advertising and subscription demand; • Changes in technology that impact our ability to deliver digital advertising; • Potential changes in newsprint, other commodities and energy costs; • Interest rates; • Labor costs; • Significant cyber security breaches or failure of our information technology systems; • Our ability to achieve planned expense reductions and realize the expected benefit of our acquisitions; • Our ability to maintain employee and customer relationships; • Our ability to manage increased capital costs; • Our ability to maintain our listing status on Nasdaq; • Competition; • We may be required to indemnify the previous owners of BH Media Group, Inc. and The Buffalo News, Inc. for unknown legal and other matters that may arise; • Our liquidity position, any need to obtain additional capital and our ability to obtain additional financing; and • Other risks detailed from time to time in our publicly filed documents, including this Annual Report and particularly in "Risk Factors", Part I, Item 1A herein.
Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this Annual Report. We do not undertake to publicly update or revise our forward-looking statements, except as required by law. 6 Table of Contents
Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this Annual Report. We do not undertake to publicly update or revise our forward-looking statements, except as required by law. 3 Table of Contents
We make available via our website all filings made by the Company under the Securities Exchange Act of 1934 ("Exchange Act"), including Forms 10-K, 10-Q and 8-K, and 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.
We make available via our website all filings we make under the Securities Exchange Act of 1934 ("Exchange Act"), including Forms 10-K, 10-Q and 8-K, and 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 any website referred to in this Annual Report on Form 10-K ("Annual Report") is not incorporated by reference unless expressly noted. FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.
The content of any website referred to in this Annual Report on Form 10-K ("Annual Report") is not incorporated by reference unless expressly noted. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.
(4) Digital & Print Subscribers represents the subscriber volumes as of September 29, 2024. NEWSPRINT The raw material of newspapers, and our other print publications, is newsprint. We purchase newsprint from U.S. and Canadian producers. We believe we will continue to receive a supply of newsprint adequate for our needs and consider our relationships with newsprint producers to be good.
(3) Digital & Print Subscribers represent subscriber volumes as of September 28, 2025 NEWSPRINT The primary raw material of newspapers, and our other print publications, is newsprint. We purchase newsprint from U.S. and Canadian producers. We believe we will continue to receive a supply of newsprint adequate for our needs and consider our relationships with newsprint producers to be good.
Newsprint purchase prices can be volatile and fluctuate based upon factors that include foreign currency exchange rates, tariffs and both foreign and domestic production capacity and consumption. Price fluctuations can affect our results of operations.
Newsprint purchase prices can be volatile and fluctuate based upon factors that include foreign currency exchange rates, tariffs and both foreign and domestic production capacity and consumption. Price fluctuations can affect our results of operations. We have not entered into derivative contracts for newsprint.
NEWSPAPERS AND MARKETS The Company, including our investments in TNI Partners ("TNI") in Tucson, AZ and Madison Newspapers, Inc. ("MNI") in Madison, WI, publish the following daily newspapers and maintain the following primary digital sites: September 2024 (3) 2024 Monthly Average ('000s) Newspaper Primary Website Location Digital & Print Subscribers (4) Unique Visitors Page Views St. Louis Post-Dispatch stltoday.com St.
("MNI") in Madison, WI, publish the following daily newspapers and maintain the following primary digital sites: September 2025 (2)(3) 2025 Monthly Average ('000s) Newspaper Primary Website Location Digital & Print Subscribers Unique Visitors Page Views St. Louis Post-Dispatch stltoday.com St.
ITEM 1. BUSINESS Lee Enterprises, Incorporated is a leading digital-first subscription business dedicated to delivering high-quality, trusted, and intensely local news, information, advertising, and marketing services. We serve 73 mid-sized communities across 26 states, engaging over 771,000 digital subscribers through our rapidly growing digital platform.
ITEM 1. BUSINESS Lee Enterprises, Incorporated is a leading digital-first subscription and marketing services company committed to delivering high-quality, trusted, and deeply local news and information. We serve 72 mid-sized communities across 25 states, engaging audiences through a rapidly expanding digital platform that now reaches more than 633,000 digital-only subscribers.
We compete with other media and digital companies for advertising and marketing spend. Our print and digital products competed with other forms of media including national media providers and amateur content creators, as well as other news and information outlets for subscription spend.
Our print and digital products competed with other forms of media including national media providers and amateur content creators, as well as other news and information outlets for subscription spend. The market for local digital marketing solutions is highly competitive and evolving allowing opportunities for new competitors to enter the market.
Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions) generally should be considered forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date the statement is made.
Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions) generally should be considered forward-looking statements. Statements regarding our plans, strategies, prospects and expectations regarding our business and industry and our responses thereto may have on our future operations, are forward-looking statements.
CORPORATE GOVERNANCE AND PUBLIC INFORMATION We have a long history of sound corporate governance practices. Currently, our Board of Directors has affirmatively determined that eight of its nine members are independent, including all members of the Board's Audit, Executive Compensation, and Nominating and Corporate Governance committees.
Currently, our Board of Directors has affirmatively determined that eight of its nine members are independent, including all members of the Board's Audit, Executive Compensation, and Nominating and Corporate Governance committees. The Audit and Risk Management Committee approves all services to be provided by our independent registered public accounting firm and its affiliates.
The Audit and Risk Management Committee approves all services to be provided by our independent registered public accounting firm and its affiliates. At www.lee.net, one may access a wide variety of information, including news releases, SEC filings, financial statistics, annual reports, investor presentations, governance documents, newspaper profiles and digital links.
At www.lee.net, investors can access a wide variety of information, including news releases, SEC filings, financial statistics, annual reports, investor presentations, governance documents, newspaper profiles and 2 Table of Contents digital links.
The market for local digital marketing solutions is highly competitive and evolving allowing opportunities for new competitors to enter the market. Amplified competes with other digital marketing solutions agencies as well as other media companies which have a similar strategy for digital marketing solutions.
Our suite of AI-powered solutions, Amplified, competes with other digital marketing solutions agencies as well as other media companies which have a similar strategy for digital marketing solutions.
The number of competitors in any given market varies; however all of the forms of competition noted above exist to some degree in all of our markets. STRATEGIC INITIATIVES Our strategy emphasizes technology leadership through partnerships, products, and operational excellence. There are three pillars to our strategy: 1.
The number of competitors in any given market varies; however, all of the forms of competition noted above exist to some degree in all of our markets. 1 Table of Contents NEWSPAPERS AND MARKETS We, including our investments in TNI Partners ("TNI") in Tucson, AZ and Madison Newspapers, Inc.
Full-time equivalent employees in 2024 totaled approximately 2,897 of which 366 are represented by unions. We consider our relationships with our employees to be good. We are committed to creating an equitable and inclusive workplace that also reflects the diversity of our local readers and communities in which we serve.
We are committed to creating an equitable and inclusive workplace that also reflects the diversity of our local readers and communities we serve. CORPORATE GOVERNANCE AND PUBLIC INFORMATION We have a long history of sound corporate governance practices.
We have not entered into derivative contracts for newsprint. 4 Table of Contents EMPLOYEES AND HUMAN CAPITAL RESOURCES We believe the foundation of our business is the people and employees who support our business strategy.
EMPLOYEES AND HUMAN CAPITAL RESOURCES We believe the foundation of our business is the people and employees who support our business strategy. We invest in top digital talent to carry out our digital growth strategy and position us to achieve our long-term growth targets.
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Our mission is to enrich communities by providing engaging local content, enhancing subscriber experiences, and empowering more than 25,000 local advertisers with a comprehensive suite of omni-channel advertising and marketing solutions. Our diverse portfolio includes digital subscription platforms, daily, weekly, and monthly newspapers, and niche products, all tailored to deliver original local content alongside national and international news.
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Our mission is to strengthen and enrich the communities we serve by providing compelling local content, superior subscriber experiences, and innovative, data-driven advertising and marketing solutions.
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These products are accessible in both digital and print formats, with real-time updates available through our websites and mobile apps. Operating predominantly in mid-sized communities, our offerings range from prominent daily newspapers and their digital counterparts—such as the St. Louis Post-Dispatch and The Buffalo News —to non-daily newspapers and digital platforms serving smaller towns.
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Through a premium, high-margin portfolio of digital products and marketing services — including owned-and-operated platforms, branded content, over-the-top advertising, AI-powered solutions, and targeted print — we enable more than 20,000 local advertisers to meaningfully engage customers, strengthen their brands, and accelerate growth.
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By combining deep local insights with innovative digital solutions, Lee Enterprises is transforming the way communities stay informed and connected. Technology, media, and consumer behavior are experiencing a seismic shift driven by the rise of generative AI.
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Our core strategy is to expand audiences and deepen engagement by delivering robust, hyper-local content that informs and connects our communities. We are committed to creating, collecting, and distributing trusted local news and information across platforms designed to meet audiences wherever they are — print, web, mobile, social, and emerging channels.
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This groundbreaking innovation is transforming how information is created, shared, and consumed, offering an unprecedented opportunity for media companies to adapt, innovate, and solidify their role as trusted providers of news and information. As a local news organization operating across 26 states, Lee is uniquely positioned to succeed in this evolving landscape.
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At the same time, we are investing in world-class digital products that elevate the subscriber experience through personalization, seamless access, and continuous innovation. Together, these pillars — hyper-local content leadership, exceptional digital experiences, and full-spectrum marketing solutions — position the Company as the indispensable media and marketing partner in every community we serve.
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Our communities depend on us not only for unbiased reporting but also as the vital connection that brings together neighbors, leaders, and businesses. Leveraging the transformative potential of generative AI, we are enhancing our commitment to truth, transparency, and service—ensuring we remain a cornerstone of the communities we serve in this dynamic new era.
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Our portfolio includes digital subscription platforms, daily and weekly newspapers, and specialized niche products designed to deliver original, trusted local content alongside relevant national and international news. These products are accessible across digital and print formats, with real-time updates available through our websites and mobile applications. Our primary revenue streams are derived from subscriptions, advertising, and digital marketing services.
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While monetization opportunities of our content and data continue to grow, we generate revenue today primarily through advertising and marketing services, subscriptions to our digital and print products, and digital services, primarily through our majority-owned subsidiary, BLOX Digital, our software as a service content platform.
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Subscription revenue includes digital and print subscriptions supported by growing digital engagement. Advertising revenue is generated through a comprehensive suite of omni-channel marketing solutions, including digital, print, programmatic, video, and social media campaigns.
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Advertising and Marketing Services Lee provides comprehensive advertising and marketing services tailored to local, regional, and national businesses.
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Additional revenue is earned through commercial printing, distribution services, and other digital services through SaaS content management solution, BLOX Digital, that extend the Company’s reach and reinforce its position as a trusted local media and marketing partner. COMPETITION We compete with other media and digital companies for advertising and marketing spend.
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Our advertising revenue streams are categorized as follows: • Digital Advertising : Display and targeted advertising on our owned and operated digital platforms. • Digital Marketing Services : Offered through Amplified , our suite includes targeted display, video, OTT (over-the-top), hyper targeted AI advertising, custom content, web development, social media management, search engine marketing, events, email campaigns, and other advanced marketing strategies. • Print Advertising : Display advertising featured in our daily and non-daily print publications. • Preprinted Inserts : Advertising distributed within our daily and non-daily print products.
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Louis, MO 67,357 1,577 18,568 Omaha World Herald omaha.com Omaha, NE 58,884 607 11,763 Buffalo News buffalonews.com Buffalo, NY 54,107 961 18,708 Wisconsin State Journal (1) madison.com Madison, WI 47,600 683 11,466 Richmond Times-Dispatch richmond.com Richmond, VA 36,258 485 6,585 Other Daily Publications 607,152 9,650 99,493 Other Non-Daily Publications 18,444 546 1,751 Total 889,802 14,509 168,334 (1) Owned by MNI (2) Source: Company statistics.
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Digital advertising and marketing services remain a cornerstone of our strategic priorities for 2025. Our advertising teams utilize an omni-channel sales approach, integrating the reach of our owned and operated platforms with the capabilities of Amplified . This approach enables us to provide a full suite of digital marketing solutions.
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As of September 28, 2025, we had approximately 2,500 employees, including approximately 270 part time employees, exclusive of TNI and MNI employees. Full-time employees in 2025 totaled approximately 2,400, of which approximately 250 are represented by unions. We consider our relationships with our employees to be good.
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Leveraging a nationally scaled sales force, proprietary ad technology, and robust analytics, we deliver data-driven, customized advertising solutions.
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These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “ Risk Factors ” and elsewhere in this Annual Report. They reflect our expectations and are not guarantees of performance.
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Using AI-powered media planning, we craft targeted, integrated campaigns to help advertisers connect with their intended audiences effectively. 1 Table of Contents Subscription Business Lee offers a range of subscription options, including digital-only subscriptions, full-access subscriptions, and single-copy sales. • Digital-Only Subscriptions : This rapidly growing segment offers access to our content exclusively through digital platforms.
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Expanding our digital-only subscriber base and revenue remains a top strategic priority for 2025. • Full-Access Subscriptions : Provide comprehensive access to our content across multiple platforms, including print editions (delivered or available for pickup), websites, smartphone and tablet apps, and e-editions. Pricing varies significantly by market and delivery frequency. Like broader industry trends, print subscription volumes declined in 2024.
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To drive digital-only subscription growth, we employ several key strategies: • Investing in relevant, trusted, and hyper-local news and information that deeply connects with our communities. • Launching brand marketing campaigns to highlight the value and appeal of our content. • Continuously enhancing the subscriber experience to improve engagement and satisfaction. • Converting organic website traffic into subscribers through on-platform promotions, paywalls, and dynamic metering systems.
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We also implement a variety of pricing strategies, such as discounted introductory offers, to encourage trial usage and build habituation before transitioning subscribers to standard rates. This multi-faceted approach ensures we remain a trusted source of information while capitalizing on the opportunities of the digital-first era.
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We generate revenue primarily through advertising and marketing services, subscriptions to our digital and print products, and digital services, primarily through our majority-owned subsidiary, BLOX Digital. Digital advertising and marketing services remain a key strategic priority for us in 2025.
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Our advertising teams deploy an omni-channel sales approach that leverages our owned and operated products with Amplified to offer a full suite of digital advertising and marketing services. Through our nationally scaled sales force, proprietary ad tech, and sophisticated reporting and analytics, we believe we are well positioned to solve advertising solutions for our advertisers.
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Through our AI-driven media planning process, we present our advertisers with targeted, integrated solutions that help them reach their intended audiences. Advertising and marketing services revenues are subject to moderate seasonality primarily due to fluctuations in advertising volumes tied to holidays and seasonal advertising in our first fiscal quarter.
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Digital Services Revenue – In 2024, almost all of our digital services revenue is from BLOX Digital.
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BLOX Digital, operated through our 82.5% owned subsidiary INN Partners, L.C., is one of the largest web-hosting and content management SaaS providers in North America and offers modern integrated digital publishing and content management solutions for creating, distributing, and monetizing multimedia content. • BLOX Digital services more than 2,000 daily customers, including media publications, universities, television stations and niche publishers, including Lee. • Including intercompany revenue generated from our markets, revenue at BLOX Digital grew 10.4% in 2024 and totaled $38.6 million. • We made significant investments in BLOX Digital in 2024 including enhancing its product capabilities that include an AI driven digital platform that offers a personalized mobile news app, a smart paywall, and an AI assistant tool. 2 Table of Contents Other Revenue - Excluding digital services revenue, other revenue is comprised mainly of commercial printing and delivery of third-party products.
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Expand Our Audience with Compelling Local Content Lee is committed to maintaining its leadership position as a trusted provider of local news and information by delivering best-in-class digital experiences. We focus on enhancing consumer engagement and growing audiences by offering relevant, useful, and engaging content through a multi-media approach that leverages AI and includes video, audio, and written content.
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In 2025, we plan to make targeted investments to improve the user experience of our digital products, particularly on mobile platforms, and aim to personalize news and content that amplifies and extends our audiences.
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By recruiting top talent and leveraging data to enhance subscriber retention, we aim to provide our local consumers with trusted, high-quality content that drives digital audience growth and subscription conversions. Our proprietary local content, presented on best-in-class multimedia platforms and augmented by new and engaging video channels, is designed to not only grow audiences but also increase monetization opportunities. 2.
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Accelerate Digital Subscription Growth As the fastest-growing local media digital subscription business, Media Company continues to achieve significant growth in digital-only subscribers. In 2024, digital-only subscriptions increased by 7%, reaching over 771,000 subscribers and offsetting declines in traditional full-access subscriptions. More than 53% of our full-access subscribers have also activated their digital access.
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Our strategy includes leveraging data and analytics to target our extensive addressable market of 26 million unique visitors, converting them into digital subscribers. With these efforts, we aim to achieve substantial growth in digital-only subscribers, targeting over 1.2 million by 2028. This digital transformation is not only a strategic imperative but also an environmentally sustainable one.
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By shifting to digital platforms, we reduce energy consumption at production hubs, newsprint usage, and the environmental impact of fossil-fuel-driven distribution channels. 3.
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Diversify and Expand Offerings for Local Advertisers Our advertising and marketing solutions provide a robust platform for local advertisers to achieve scale both within and beyond our markets. • Amplified Digital Solutions : Through Amplified , our full-service digital agency, we create sophisticated campaigns on both our owned-and-operated sites and third-party platforms.
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These campaigns use auction-based ad buying and are tailored to meet the specific needs and scale of each advertiser. 3 Table of Contents • Omni-Channel Sales Approach : Our highly skilled and digitally adept salesforce—the largest and most proficient in our markets—works closely with local businesses to provide tailored advertising solutions. • Advanced Metrics and Collaboration : Collaborating with Google and other ad tech providers, we deliver advanced metrics and analytics to ensure campaign effectiveness and ROI.
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Louis, MO 87,358 2,642 21,952 Buffalo News buffalonews.com Buffalo, NY 78,433 1,679 22,154 Tulsa World tulsaworld.com Tulsa, OK 64,352 958 7,988 Omaha World Herald omaha.com Omaha, NE 62,498 1,356 16,391 Wisconsin State Journal (1) madison.com Madison, WI 58,758 1,294 13,255 Richmond Times-Dispatch richmond.com Richmond, VA 46,896 970 10,530 Arizona Daily Star (2) azstarnet.com Tucson, AZ 42,980 1,179 2,977 The Times nwitimes.com Munster, Valparaiso, and Crown Point, IN 40,311 832 7,237 Billings Gazette billingsgazette.com Billings, MT 35,849 665 5,966 Lincoln Journal Star journalstar.com Lincoln, NE 34,977 885 8,164 The Press of Atlantic City pressofatlanticcity.com Atlantic City, NJ 22,684 649 5,016 Roanoke Times roanoke.com Roanoke, VA 21,917 471 4,744 Quad-City Times qctimes.com Davenport, IA 20,432 453 4,073 Winston Salem Journal journalnow.com Winston-Salem, NC 20,101 538 4,810 The Pantagraph pantagraph.com Bloomington, IL 18,768 415 4,705 Greensboro News-Record greensboro.com Greensboro, NC 18,563 433 3,259 Freelance-Star fredericksburg.com Fredericksburg, VA 16,860 244 2,962 Missoulian missoulian.com Missoula, MT 15,615 303 3,723 The Bismarck Tribune bismarcktribune.com Bismarck, ND 12,021 315 4,422 Waco Tribune-Herald wacotrib.com Waco, TX 11,840 295 2,495 Other Daily Publications 347,178 8,496 69,434 Other Non-Daily Publications 26,598 1,035 2,841 Total 1,104,989 26,107 229,098 (1) Owned by MNI (2) Owned by Star Publishing and published through TNI (3) Source: Company statistics.
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A major focus in 2024 was investing in top digital talent to carry out our Three Pillar Digital Growth Strategy and position us to achieve our long-term growth targets. At September 29, 2024, we had 3,047 employees, including 373 part-time employees, exclusive of TNI and MNI.
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We remain deeply committed to fostering diversity within our organization by continuously evaluating and enhancing our hiring practices, broadening our recruitment efforts, offering skill-building opportunities focused on diverse storytelling, and crafting business strategies that engage historically underserved communities. These initiatives position us to build a more representative workforce at every level, strengthening our company’s culture and driving long-term success.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changePublic health issues, whether occurring in the U.S. or Canada, could disrupt our operations, the operations of suppliers, or have an adverse impact on consumer spending and confidence levels.
Biggest changePublic health issues, whether occurring in the U.S. or Canada, could disrupt our operations, the operations of suppliers, or have an adverse impact on consumer spending and confidence levels. 5 Table of Contents Risks Related to our Common Stock We have no current plans to pay cash dividends on our common stock; as a result, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
Currently, a primary source of revenue is from advertising and marketing services, which accounts for 45% of our revenue. Subscription revenue accounts for 46% of our revenue. The media publishing industry has experienced rapid evolution in consumer demands and expectations due to advances in technology, which have led to a proliferation of delivery methods for news and information.
Currently, a primary source of revenue is from advertising and marketing services, which accounts for 45% of our 2025 revenue. Subscription revenue accounts for 46% of our 2025 revenue. The media publishing industry has experienced rapid evolution in consumer demands and expectations due to advances in technology, which have led to a proliferation of delivery methods for news and information.
Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities that we serve.
Our ability to generate revenue is highly sensitive to the strength of the economies in which we operate and the demographics of the local communities we serve.
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. In addition, printing and distribution costs, including the costs of paper and ink, are a significant expense for the Company.
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. In addition, printing and distribution costs, including the costs of paper and ink, are a significant expense for us.
As cyberattacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, the Company will incur increased costs to secure its technology environment and there can be no guarantee that the Company’s and our third-party vendors’ actions, security measures and controls designed to prevent, detect or respond to security breaches, to limit access to data, to prevent destruction, alteration, or exfiltration of data, or to limit the negative impact from such attacks, can provide absolute security against compromise.
As cyberattacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, we will incur increased costs to secure its technology environment and there can be no guarantee that our and our third-party vendors’ actions, security measures and controls designed to prevent, detect or respond to security breaches, to limit access to data, to prevent destruction, alteration, or exfiltration of data, or to limit the negative impact from such attacks, can provide absolute security against compromise.
Risk Related to Competition from Digital Media Our operating revenue may be materially adversely affected if we do not successfully respond to the shift in newspaper readership and advertising expenditures away from traditional print media and towards digital media. Significant capital investments may be needed to respond to this shift.
Risk Related to Competition from Digital Media and Artificial Intelligence Our operating revenue may be materially adversely affected if we do not successfully respond to the shift in newspaper readership and advertising expenditures away from traditional print media and towards digital media. Significant capital investments may be needed to respond to this shift.
As a result of any such breaches, customers or users may assert claims of liability against us and these activities may subject us to legal claims, adversely 11 Table of Contents 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.
As a result of any such breaches, customers or users may assert claims of liability against us and these activities may subject us to 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.
We face threats both from use of malicious code (such as malware, viruses, and ransomware), employee theft or misuse, advanced persistent threats, and phishing and denial-of-service attacks. The Company has complied with all applicable legal requirements relating to this activity.
We face threats both from use of malicious code (such as malware, viruses, and ransomware), employee theft or misuse, advanced persistent threats, and phishing and denial-of-service attacks. We have complied with all applicable legal requirements relating to this activity.
A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our customers or users, cause interruption in our operations, or damage our computers or those of our customers or users.
A party that is able to circumvent our security measures could misappropriate our 10 Table of Contents proprietary information or the information of our customers or users, cause interruption in our operations, or damage our computers or those of our customers or users.
We compete for audiences and advertising revenue with newspapers and other media such as web-based digital platforms (e.g., Alphabet, Amazon, Meta, TikTok etc.), magazines, broadcast, cable and satellite television, radio, direct mail, and billboards.
We compete for audiences and advertising revenue with newspapers; digital media such as web-based digital platforms (e.g., Alphabet, Amazon, Meta, X, TikTok etc.), streaming services, podcasts; and traditional media platforms including magazines, broadcast, cable and satellite television, radio, direct mail, and billboards.
Currently, the Term Note has an aggregate principal outstanding amount of $445.9 million. Our ability to make scheduled payments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory, and other factors beyond our control.
As of September 28, 2025, the Term Note has an aggregate principal outstanding amount of $455.5 million. Our ability to make scheduled payments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory, and other factors beyond our control.
As the use of the internet and mobile devices has increased, we have lost some classified advertising and subscribers to online advertising businesses and free Internet sites that contain abbreviated versions of our publications. Some of our current and potential competitors have greater financial and other resources than we have.
As use of the Internet and mobile devices increases, we lose revenue from classified advertising and subscribers to free Internet sites containing abbreviated versions of our publications. Some of our current and potential competitors have greater financial and other resources than we have.
The value of our intangible assets may become further impaired, depending upon future operating results. At September 29, 2024, the carrying value of our goodwill was $328.0 million, the carrying value of mastheads was $10.9 million, and the carrying value of our amortizable intangible assets was $59.2 million.
The value of our intangible assets may become further impaired, depending upon future operating results. At September 28, 2025, the carrying value of our goodwill was $323.9 million, the carrying value of mastheads was $3.9 million, and the carrying value of our amortizable intangible assets was $48.0 million.
Risks Related to Cybersecurity Our business, operating results, and reputation may be negatively impacted, and we may be subject to legal and regulatory claims if there is a loss, destruction, disclosure, misappropriation, or alteration of or unauthorized access to data owned or maintained by us, or if we are the subject of a significant data breach or cyberattack.
If we are unable to secure the required consent of BH Finance (including with respect to the proposed rights offering and other strategic or financing transactions), our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted. 9 Table of Contents Risks Related to Cybersecurity Our business, operating results, and reputation may be negatively impacted, and we may be subject to legal and regulatory claims if there is a loss, destruction, disclosure, misappropriation, or alteration of or unauthorized access to data owned or maintained by us, or if we are the subject of a significant data breach or cyberattack.
Generative Artificial Intelligence (AI), as a new and emerging technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams. 8 Table of Contents The safe and responsible integration of AI functionality as it rapidly evolves presents emerging ethical and legal challenges, and the use of such technologies may result in diminished brand trust and reputational harm.
Generative Artificial Intelligence (AI), as a rapidly developing technology, subjects us to risks involving security, protection of intellectual property, ethical concerns, brand trust, reputational harm, legal liability, and the maintenance and growth of revenue streams.
Responding to the changes described above may require us to make significant capital investments and incur significant research and development costs related to building, maintaining, and evolving our technology infrastructure, and our ability to make the level of investments required may be limited.
Responding to the changes described above may require us to make significant capital investments and incur significant research and development costs related to building, maintaining, and evolving our technology infrastructure, and our ability to make the level of investments required may be limited. 7 Table of Contents We compete with a large number of companies in the local media industry, including digital media businesses and, if we are unable to compete effectively, our advertising and subscription revenues may decline.
Developments in the AI field will simultaneously increase both competition and liability risks while also altering the market for our services. In addition, the use of AI by bad actors presents increasingly complex and sophisticated security threats to our confidential subscriber, employee, and Company data, and we must make additional efforts to maintain network security.
In addition, the use of AI by bad actors presents 8 Table of Contents increasingly complex and sophisticated security threats to our confidential subscriber, employee, and Company data, and we must make additional efforts to maintain network security. Risks Related to Our Indebtedness and Liquidity Our indebtedness could materially and adversely affect our business or financial condition.
As a public company, we are required to maintain effective internal controls for financial reporting and disclosure controls and procedures.
As a public company, we are required to maintain effective internal controls for financial reporting and disclosure controls and procedures. In the past, our testing has revealed and in the future may reveal deficiencies in our 4 Table of Contents internal controls over financial reporting that are deemed to be material weaknesses.
If we fail to compete effectively with competing newspapers and other media, our results of operations may be materially adversely affected. Risks Related to Our Indebtedness Our indebtedness could materially and adversely affect our business or financial condition.
If we fail to compete effectively with competing newspapers and other media, our results of operations may be materially adversely affected. We face significant competition from alternative providers of news, information, and entertainment services, some of which provide their products subscription-free.
We maintain insurance, but the coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches. Our possession and use of personal information and the use of payment cards by our customers present risks and expenses that could harm our business.
We maintain insurance, but the coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches. On February 3, 2025, we experienced a cybersecurity incident that disrupted certain IT systems and resulted in unauthorized access to certain files (the “Cyber Incident”).
Our competitors are integrating AI into their business practices which may result in competitive harm and the need to allocate significant resources to protect intellectual property. To responsibly remain competitive, we must develop and maintain our digital platform and ethically integrate new AI functionality in accordance with evolving compliance requirements.
To responsibly remain competitive, we must develop and maintain our digital platform and ethically integrate new AI functionality in accordance with evolving compliance requirements. Developments in the AI field will simultaneously increase both competition and liability risks while also altering the market for our services.
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. Risks Related to Pension Liabilities Sustained increases in funding requirements of our pension and postretirement obligations may reduce the cash available for our business.
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. On February 3, 2025, we experienced a Cyber Incident that disrupted certain IT systems and resulted in unauthorized access to certain files. The Cyber Incident had a significant negative impact on our 2025 operating results.
Removed
In particular, Section 404 of the Sarbanes-Oxley Act requires us to perform system 7 Table of Contents and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting.
Added
We have no current plans to pay dividends on our common stock.
Removed
Compliance with Section 404 may require us to incur substantial accounting expenses and expend significant management efforts. In the past, our testing has revealed and in the future may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses.
Added
Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions and other factors that our board of directors may deem relevant.
Removed
See “Strategic Initiatives” in Item 1, included herein, for additional information on about our print and digital audiences. 9 Table of Contents We compete with a large number of companies in the local media industry, including digital media businesses and, if we are unable to compete effectively, our advertising and subscription revenues may decline.
Added
As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than that which you paid for it. Provisions of our certificate of incorporation and by-laws may delay or prevent a takeover, which may not be in the best interest of our stockholders.
Removed
If we are unable to 10 Table of Contents secure the required consent of BH Finance, our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted.
Added
Provisions of Delaware law and our certificate of incorporation and our second amended and restated by-laws (the “by-laws”) could make the acquisition of our Company and the removal of incumbent officers and directors more difficult. Such provisions include restrictions as to when and by whom special meetings of our stockholders may be called.
Removed
Our pension and postretirement plans invest in a variety of equity and fixed income securities. Future volatility and disruption in the securities markets could cause declines in the asset values of our pension and postretirement plans.
Added
Further, our certificate of incorporation authorizes the issuance of up to 500,000 shares of serial convertible preferred stock and, if, as previously disclosed, certain proposed amendments to the Company’s amended and restated certificate of incorporation (the “Charter Amendments”) are approved by our stockholders at a special meeting of stockholders and effectuated by our board of directors, the Company would be authorized to issue up to an additional 20,000,000 shares of our common stock, 20,000,000 shares of convertible non-voting common stock, and 10,500,000 shares of “blank check” preferred stock with such rights, preferences, privileges and restrictions as may be determined from time to time by our board of directors in its sole discretion, and such preferred stock may be designated rights that could adversely affect the voting power or other rights of the holders of our common stock.
Removed
In addition, a decrease in the discount rates or changes to mortality estimates and other assumptions used to determine the liability could increase the benefit obligation of the plans.
Added
Such Charter Amendments to the extent any shares of capital stock are ultimately issued by the Company may also have the effect of diluting equity ownership. As a Delaware corporation, we are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”).
Removed
Unfavorable changes to the plan assets and/or the benefit obligations could increase the level of required contributions above what is currently estimated, which could reduce the cash available for our business and debt service. 12 Table of Contents
Added
In general, the 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 that the person became an interested stockholder unless, subject to certain exceptions, the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.
Added
These provisions may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders. Equity ownership may become diluted if we conduct the proposed rights offering or another potential equity financing transaction.
Added
On November 10, 2025, we filed a registration statement with respect to the proposed rights offering of up to $50.0 million for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products.
Added
If we consummate the proposed rights offering or any other potential equity financing transaction, and existing common stockholders as of the record date do not participate, such non-participating holders will experience dilution in equity ownership.
Added
The proposed rights offering will be commenced only following the effectiveness of the registration statement relating to the proposed rights offering and will be made only by means of a prospectus. The stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
Added
On March 28, 2024, our board of directors adopted the stockholder rights plan, pursuant to which each holder of record of voting common stock received one preferred share purchase right (a “Right”) for each share of voting common stock outstanding as of April 8, 2024.
Added
Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.
Added
The stockholder rights plan was adopted in response to 6 Table of Contents stockholder activism concerns and is intended to protect us and our stockholders from efforts by a single stockholder or group of stockholders to obtain control of the Company without paying a control premium through a number of recognized stockholder protections.
Added
Generally, the stockholder rights plan works by causing substantial dilution to any person or group (other than specified exempt persons) that acquires 10% or more of the shares of our voting common stock without the approval of our board of directors.
Added
As a result, the overall effect of the stockholder rights plan may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving us that is not approved by our board of directors even if the offer may be considered beneficial by some stockholders.
Added
The rapid changes in technologies, platforms and business models and corresponding changes in consumer and customer behavior, may adversely affect our revenue streams if consumers or customers migrate to alternative mediums or providers.
Added
In addition, 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.
Added
As the availability of free content grows so does a consumer trend toward subscription fatigue, which in turn, may negatively affect our circulation, subscription, and advertising revenue and increase subscriber acquisition and retention costs.
Added
For example, 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.
Added
Generative AI technology's continued growth, development, and evolution is shifting the landscape among our competitors to adopt AI technology as a tool to create and deliver content to customers as well as act as a stand-alone competitor and such evolutions of AI technology may negatively impact our ability to attract, engage, and retain audience and subscribers, maintain and grow other revenue streams, and other risks.
Added
Recent advances and continued rapid development in generative AI technology may significantly alter the market for our products and services and shift our competitor's focus to adopting AI more quickly. The use of AI both as a tool for our competitors and stand-alone competition, may also affect our ability to monetize our digital audiences.
Added
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.
Added
In addition, 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.
Added
Search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, and social media and other platforms may also vary their emphasis on what content to highlight for users. Use of AI in search engines could result in decreased viewership and engagement with our media content.
Added
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.
Added
The safe and responsible integration of AI functionality as it rapidly evolves presents emerging ethical and legal challenges, and the use of such technologies may result in diminished brand trust and reputational harm. Our competitors are integrating AI into their business practices which may result in competitive harm and the need to allocate significant resources to protect intellectual property.
Added
The Cyber Incident had a significant negative impact on our 2025 operating results. Various revenue lines were impacted, certain operating expenses were higher than they were prior to the incident, and many projects underway were significantly delayed.
Added
For further discussion of how the Cyber Incident materially affected our business, see "Material Effects of Cybersecurity Threats under Item 1C — Cybersecurity" of this Annual Report. Our possession and use of personal information and the use of payment cards by our customers present risks and expenses that could harm our business.
Added
Various revenue lines were impacted, certain operating expenses were higher than they were prior to the incident, and many projects underway were significantly delayed.
Added
For further discussion concerning ongoing litigation related to the Cyber Incident, see "Note 19, Commitments and Contingencies," to the consolidated financial statements included in Item 8 of Part II of this Annual Report. 11 Table of Contents

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+3 added−2 removed1 unchanged
Biggest changeFor a description of the risks related to cybersecurity that may materially affect us and how they may do so, see the “Risk Factors—Risks Related to Cybersecurity” section of this Report. (c) Governance (1) Board of Directors Oversight : The Board of Directors plays a crucial role in overseeing the Company's management of cybersecurity risks.
Biggest changeVarious revenue lines were impacted, certain operating expenses were higher than they were prior to the incident, and many projects underway were significantly delayed. For a description of the risks related to cybersecurity that may materially affect us and how they may do so, see the “Risk Factors—Risks Related to Cybersecurity” section of this Report.
Our Board also receives periodic briefings from management on our cybersecurity risk management program, including presentations on cybersecurity topics from our Chief Transformation Officer, Chief Information Officer, internal information security team, and third-party experts. These briefings cover the current threat landscape, ongoing cybersecurity initiatives, and the Company's response to significant incidents.
Our Board also receives periodic briefings from management on our cybersecurity risk management program, including presentations on cybersecurity topics from our Chief Information Officer, internal information security team, and third-party experts. These briefings cover the current threat landscape, ongoing cybersecurity initiatives, and our response to significant incidents.
(2) Management’s Role in Cybersecurity Risk Management : Management is actively involved in assessing and managing material risks from cybersecurity threats. The following processes are in place: • Responsible Positions/Committees: The Chief Transformation Officer, Chief Information Officer, and Chief Information Security Officer are responsible for assessing and managing cybersecurity risks. The individuals in these roles possess extensive expertise in cybersecurity.
Management’s Role in Cybersecurity Risk Management Management is actively involved in assessing and managing material risks from cybersecurity threats. The following processes are in place: • Responsible Positions/Committees: The Chief Information Officer, and Chief Information Security Officer are responsible for assessing and managing cybersecurity risks. The individuals in these roles possess extensive expertise in cybersecurity.
Specifically: • The addition of an experienced Chief Information Security Officer ("CISO") with over 25 years of experience to lead the IT Cybersecurity and Compliance team. • Yearly risk assessment designed to help identify material cybersecurity risks to our Information Systems and Data. • A security incident response team that is responsible for managing our cybersecurity risk, security controls, response, and reporting cybersecurity incidents. • A cyber and data security incident response plan with policies and procedures for identifying, managing, and recovering from cybersecurity incidents, including escalating tiers of notification and reporting depending on an incident's nature and severity. • The use of third-party service providers, where appropriate, to manage, assess, test, and assist with aspects of our security controls, such as: ◦ 24/7 Security Operations Center Managed Services ("SOC") to monitor our cyber environment, correlate logs from all technology assets to identify potential signs of compromise and perform threat hunt exercises. ◦ Enterprise-grade email security system managed services. ◦ Perform penetration tests, vulnerability assessments, and vulnerability scans of our customer-facing sites, among others. ◦ Prevention of denial-of-service attacks • Cybersecurity insurance designed to reduce the risk of loss resulting from cybersecurity incidents. 13 Table of Contents • Policies and procedures related to cybersecurity matters, including but not limited to Acceptable Standards of Use of Technology Systems, Confidential/Sensitive Information and Credit Card Handling Policy, encryption standards, antivirus protection, wireless and remote access, multi-factor authentication, access and change control, and physical security. • Employee cybersecurity awareness by performing ongoing phishing exercises, and mandatory privacy and cybersecurity training (including spear phishing and other awareness training) for employees.
Specifically: • The addition of an experienced Chief Information Security Officer ("CISO") with over 25 years of experience to lead the IT Cybersecurity and Compliance team. • Yearly risk assessment designed to help identify material cybersecurity risks to our information systems (as defined in Item 106(a) of Regulation S-K) and data. • A security incident response team that is responsible for managing our cybersecurity risk, security controls, response, and reporting cybersecurity incide nts (as defined in Item 106(a) of Regulation S-K). • A cyber and data security incident response plan with policies and procedures for identifying, managing, and recovering from cybersecurity incidents, including escalating tiers of notification and reporting depending on an incident's nature and severity. • The use of third-party service providers, where appropriate, to manage, assess, test, and assist with aspects of our security controls, such as: ◦ 24/7 Security Operations Center Managed Services ("SOC") to monitor our cyber environment, correlate logs from all technology assets to identify potential signs of compromise and perform threat hunt exercises. ◦ Enterprise-grade email security system managed services. ◦ Perform penetration tests, vulnerability assessments, and vulnerability scans of our customer-facing sites, among others. ◦ Prevention of denial-of-service attacks • Cybersecurity insurance designed to reduce the risk of loss resulting from cybersecurity incidents. • Policies and procedures related to cybersecurity matters, including but not limited to Acceptable Standards of Use of Technology Systems, Confidential/Sensitive Information and Credit Card Handling Policy, encryption standards, antivirus protection, wireless and remote access, multi-factor authentication, access and change control, and physical security. • Employee cybersecurity awareness by performing ongoing phishing exercises, and mandatory privacy and cybersecurity training (including spear phishing and other awareness training) for employees.
This reporting includes updates on the Company's cybersecurity risk profile, significant incidents, and the effectiveness of mitigation strategies.
This reporting includes updates on our cybersecurity risk profile, significant incidents, and the effectiveness of mitigation strategies.
Specifically, the Chief Transformation Officer has over 30 years of experience in extensive technology and executive leadership experience across diverse industries, the Chief Information Officer has over 25 years in Information Technology across multiple industries, and the Chief Information Security Officer has over 25 years in Security, Risk, Audit, and Compliance across various sectors, including both public and private. • Monitoring and Response Processes: We have established processes to inform and monitor cybersecurity incidents for prevention, detection, and resolution using a 24/7 third-party SOC Managed Service.
Specifically, the Chief Information Officer has over 25 years in Information Technology across multiple industries, and the Chief Information Security Officer has over 25 years in Security, Risk, Audit, and Compliance across various sectors, including both public and private. • Monitoring and Response Processes: We have established processes to inform and monitor cybersecurity incidents for prevention, detection, and resolution using a 24/7 third-party SOC Managed Service.
(b) Risk Management and Strategy (1) Processes for Assessing, Identifying, and Managing Cybersecurity Risks : The Company has established processes to assess, identify, and manage material risks arising from cybersecurity threats. These processes are integrated into the Company's' overall risk management system.
ITEM 1C. CYBERSECURITY RISK MANAGEMENT AND STRATEGY Processes for Assessing, Identifying, and Managing Cybersecurity Risks The Company has established processes to assess, identify, and manage material risks arising from cybersecurity threats (as defined in Item 106(a) of Regulation S-K). These processes are integrated into the Company's' overall risk management system.
The Audit and Risk Management Committee is specifically tasked with this responsibility, and it regularly reports to our Board regarding its activities, including those related to cybersecurity risk management.
GOVERNANCE Board of Directors Oversight The Board of Directors plays a crucial role in overseeing our management of cybersecurity risks. The Audit and Risk Management Committee is specifically tasked with this responsibility, and it regularly reports to our Board regarding its activities, including those related to cybersecurity risk management.
Removed
CYBERSECURITY (a) Definitions (extracted from 17 CFR 229.106) The Company has adopted the definitions present in 17 CFR 229.106 for the following cybersecurity terms: • Cybersecurity Incident : An unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through information systems that jeopardizes the confidentiality, integrity, or availability of information systems or any information residing therein. • Cybersecurity Threat: A cybersecurity threat as any potential unauthorized occurrence on or conducted through its information systems that may adversely affect the confidentiality, integrity, or availability of information systems or any information residing therein. • Information Systems : Electronic information resources owned or used by the organization, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information to maintain or support its operations.
Added
Material Effects of Cybersecurity Threats On February 3, 2025, we experienced a systems outage caused by a cybersecurity attack by threat actors who unlawfully accessed our network, encrypted critical applications, and exfiltrated certain files (herein defined as the "Cyber Incident"). Upon discovery, we promptly activated our incident response plan, engaging both internal teams and third-party cybersecurity experts.
Removed
(2) Material Effects of Cybersecurity Threats : The Company consistently identifies and evaluates cybersecurity threats that could significantly impact our business strategy, financial condition, and operational results. As of fiscal 2024 year-end, no significant cybersecurity threats or incidents have materially impacted our strategy or operational results.
Added
During the year ended September 28, 2025, we incurred $10.5 million loss of cash flows related to the Cyber Incident. Approximately $3.7 million of this was incurred expenses that are recognized in "Restructuring and Other" in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.
Added
We have filed insurance claims for the remaining $6.8 million to cover business interruption and other costs. The Cyber 12 Table of Contents Incident remains under legal and forensic investigation, including evaluation of the extent and potential risk related to unauthorized access to sensitive data. The incident had a significant negative impact on our 2025 operating results.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. PROPERTIES Our executive offices are located in leased facilities at 4600 E. 53 rd Street, Davenport, Iowa. The initial lease term expires August 1, 2029. 14 Table of Contents We have 17 print sites which print most of our dailies with the exception of 11 that are printed at third-party printers.
Biggest changeITEM 2. PROPERTIES Our executive offices are located in leased facilities at 4600 E. 53 rd Street, Davenport, Iowa. The initial lease term expires August 1, 2029. We have 14 print sites which print most of our dailies with the exception of 3 that are printed at third-party printers.
Our newspapers and other publications have formal or informal backup arrangements for printing in the event of a disruption in production capability.
Our newspapers and other publications have formal or informal backup arrangements for printing in the event of a disruption in production capability. 13 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed0 unchanged
Biggest changePERFORMANCE PRESENTATION The following graph compares the percentage change in the cumulative total return of the Company, the Standard & Poor's 500 Stock Index, and a peer group index, in each case for the five years ended September 29, 2024 (with September 29, 2019, as the measurement point).
Biggest changeSTOCK PRICE PERFORMANCE GRAPH The following graph compares the percentage change in our cumulative total return, the Standard & Poor's 500 Stock Index, and a peer group index, in each case for the five years ended September 28, 2025 (with September 27, 2020, as the measurement point).
Total return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming dividend reinvestment and (ii) the difference between the issuer's share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. 16 Table of Contents
Total return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming dividend reinvestment and (ii) the difference between the issuer's share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. 15 Table of Contents
This restriction does not apply to dividends issued with the Company's Equity Interests or from the proceeds of a sale of the Company's Equity Interest. See Note 5 — Debt, of the Notes to Consolidated Financial Statements, included herein.
This restriction does not apply to dividends issued with our Equity Interests or from the proceeds of a sale of our Equity Interest. See Note 6 — Debt, of the Notes to Consolidated Financial Statements, included herein.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock is listed on Nasdaq. At November 30, 2024, we had 3,968 registered holders of record of our Common Stock. Our Credit Agreement restricts us from paying dividends on our Common Stock.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock is listed on Nasdaq. At October 31, 2025, we had 3,804 r egistered holders of record of our Common Stock. Our Credit Agreement restricts us from paying dividends on our Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+39 added−17 removed6 unchanged
Biggest changeIMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS See Note 1 to the Consolidated Financial Statements for a description of new accounting standards issued and/or adopted in the year ended September 29, 2024. 18 Table of Contents OPERATIONS Operating results, as reported in the Consolidated Financial Statements, are summarized below: (Thousands of Dollars, Except Per Common Share Data) 2024 2023 Percent Change 2022 Percent Change Operating revenue: Print advertising revenue 81,488 125,804 (35.2) % 184,963 (32.0) % Digital advertising and marketing services revenue 194,213 193,173 0.5 % 181,465 6.5 % Advertising and marketing services revenue 275,701 318,977 (13.6) % 366,428 (12.9) % Print subscription revenue 197,584 252,591 (21.8) % 313,504 (19.4) % Digital subscription revenue 84,331 60,700 38.9 % 40,120 51.3 % Subscription revenue 281,915 313,291 (10.0) % 353,624 (11.4) % Print other revenue 33,257 39,508 (15.8) % 42,962 (8.0) % Digital other revenue 20,507 19,362 5.9 % 17,955 7.8 % Other revenue 53,764 58,870 (8.7) % 60,917 (3.4) % Total operating revenue 611,380 691,138 (11.5) % 780,969 (11.5) % Operating expenses: Compensation 234,581 266,907 (12.1) % 317,789 (16.0) % Newsprint and ink 16,813 25,346 (33.7) % 30,101 (15.8) % Other operating expenses 301,950 323,067 (6.5) % 344,905 (6.3) % Depreciation and amortization 27,616 30,621 (9.8) % 36,544 (16.2) % Assets loss on sales, impairments and other, net 11,193 1,882 NM 9,716 NM Restructuring costs and other 19,253 12,673 51.9 % 22,720 (44.2) % Total operating expenses 611,406 660,496 (7.4) % 761,775 (13.3) % Equity in earnings of associated companies 4,572 6,527 (30.0) % 5,657 15.4 % Operating income 4,546 37,169 (87.8) % 24,851 49.6 % Non-operating income (expense): Interest expense (41,232) (41,471) (0.6) % (41,770) (0.7) % Pension withdrawal cost — (1,200) (100.0) % (2,335) NM Pension and OPEB related benefit (cost) and other, net 1,910 2,420 (21.1) % 19,022 (87.3) % Curtailment/Settlement gains 3,593 — NM 1,027 (100.0) % Total non-operating expense, net (35,729) (40,251) (11.2) % (24,056) 67.3 % (Loss) income before income taxes (31,183) (3,082) NM 795 NM Income tax (benefit) expense (7,610) (349) NM 698 NM Net (loss) income (23,573) (2,733) NM 97 NM Loss per common share: Basic (4.35) (0.90) NM (0.35) NM Diluted (4.35) (0.90) NM (0.35) NM We disposed of certain properties in each of 2024, 2023 and 2022.
Biggest changeIMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS See Note 1 to the Consolidated Financial Statements for a description of new accounting standards issued and/or adopted in the year ended September 28, 2025. 18 Table of Contents OPERATIONS Operating results, as reported in the Consolidated Financial Statements, are summarized below: (Thousands of Dollars, Except Per Common Share Data) 2025 2024 Percent Change 2023 Percent Change Operating revenue: Print Advertising revenue 69,168 81,488 (15.1) % 125,804 (35.2) % Digital Advertising and marketing services revenue 183,823 194,213 (5.3) % 193,173 0.5 % Advertising and marketing services revenue 252,991 275,701 (8.2) % 318,977 (13.6) % Print Subscription revenue 164,172 197,584 (16.9) % 252,591 (21.8) % Digital Subscription revenue 94,242 84,331 11.8 % 60,700 38.9 % Subscription revenue 258,414 281,915 (8.3) % 313,291 (10.0) % Print Other revenue 30,861 33,257 (7.2) % 39,508 (15.8) % Digital Other revenue 20,075 20,507 (2.1) % 19,362 5.9 % Other revenue 50,936 53,764 (5.3) % 58,870 (8.7) % Total operating revenue 562,341 611,380 (8.0) % 691,138 (11.5) % Operating expenses: Compensation 216,017 234,581 (7.9) % 266,907 (12.1) % Newsprint and ink 12,961 16,813 (22.9) % 25,346 (33.7) % Other operating expenses 294,642 301,950 (2.4) % 323,067 (6.5) % Depreciation and amortization 18,843 27,616 (31.8) % 30,621 (9.8) % Assets loss on sales, impairments and other, net 2,956 11,193 (73.6) % 1,882 494.7 % Restructuring costs and other 25,850 19,253 34.3 % 12,673 51.9 % Total operating expenses 571,269 611,406 (6.6) % 660,496 (7.4) % Equity in earnings of associated companies 4,278 4,572 (6.4) % 6,527 (30.0) % Operating (loss) income (4,650) 4,546 (202.3) % 37,169 (87.8) % Non-operating (expense) income: Interest expense (40,505) (41,232) (1.8) % (41,471) (0.6) % Pension withdrawal cost — — NM (1,200) NM Pension and OPEB related benefit and other, net 2,506 1,910 31.2 % 2,420 (21.1) % Curtailment/Settlement gain — 3,593 NM — NM Total non-operating expense, net (37,999) (35,729) 6.4 % (40,251) (11.2) % Loss before income taxes (42,649) (31,183) NM (3,082) NM Income tax benefit (6,903) (7,610) NM (349) NM Net loss (35,746) (23,573) NM (2,733) NM Loss per common share: Basic (6.20) (4.35) 42.5 % (0.90) NM Diluted (6.20) (4.35) 42.5 % (0.90) NM We disposed of certain properties in each of 2025, 2024 and 2023. 19 Table of Contents Discussions of the year ended September 29, 2024 and comparison of the years ended September 29, 2024 and September 24, 2023 can be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended September 29, 2024, filed on December 12, 2024 which section is incorporated by reference herein.
We define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows: Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of the operating performance of the Company. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business.
We define our non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, as follows: Adjusted EBITDA is a non-GAAP financial performance measure that enhances financial statement users' overall understanding of our operating performance. The measure isolates unusual, infrequent, or non-cash transactions from the operating performance of the business.
Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, or restructuring costs and assets loss on sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold 20 Table of Contents and facility expenses.
Other operating expenses include all operating costs not considered to be compensation, newsprint, depreciation and amortization, restructuring costs and assets loss on sales, impairments, and other, net. The largest components are costs associated with printing and distribution of our printed products, digital cost of goods sold and facility 20 Table of Contents expenses.
Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in additional intangible asset impairment charges in the future. For information related to the Company's Goodwill impairment analysis, refer to Note 4 to the Consolidated Financial Statements.
Future decreases in our market value, or significant differences in revenue, expenses or cash flows from estimates used to determine fair value, could result in additional intangible asset impairment charges in the future. For information related to our Goodwill impairment analysis, refer to Note 4 to the Consolidated Financial Statements.
Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, income tax expense, depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.
Adjusted EBITDA is defined as net income (loss), plus non-operating expenses, net, income tax expense (benefit), depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other, stock compensation and our 50% share of EBITDA from TNI and MNI, minus equity in earnings of TNI and MNI.
The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive Income and included in Compensation while all other components are included in other non-operating income/expense. The determination of pension and postretirement plan obligations and expense is based on a number of actuarial assumptions.
The service cost component of net period benefit cost is reported on the Consolidated Statements of Income and Comprehensive (Loss) Income and included in Compensation while all other components are included in other non-operating income/expense. The determination of pension and postretirement plan obligations and expense is based on a number of actuarial assumptions.
Our quantitative impairment analysis includes several inputs that are considered estimates, these include royalty rates, discount rates, five-year revenue forecast, and long term growth rates. All of these estimates are subject to uncertainty as future results may or may not be achieved.
Our quantitative impairment analysis includes several inputs that are considered estimates, these include royalty rates, discount rates, five-year revenue forecast, and long term growth rates. All of these estimates are subject to uncertainty as future results may not be achieved.
The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. There were no indicators of impairment on intangible assets subject to amortization in 2024, 2023 or 2022.
The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. There were no indicators of impairment on intangible assets subject to amortization in 2025, 2024 or 2023.
To facilitate a comparison of our results without the impact of the 53rd week of revenues and expenses, certain revenue and expense trends, as described below, are presented on a comparative basis which is calculated by removing the 53rd week of revenue or expense in 2024.
To facilitate a comparison of our results without the impact of the 53rd week of revenues and expenses, certain revenue and expense trends, as described below, are presented on a comparable basis which is calculated by removing the 53rd week of revenue or expense in 2024.
Two critical assumptions are the discount rates applied to pension and postretirement plan obligations and the expected long-term rate of return on plan assets. The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit payment stream.
Two critical assumptions are the discount rates applied to pension and postretirement plan obligations and the expected long-term rate of return on plan assets. 17 Table of Contents The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit payment stream.
We believe such expenses, charges, and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years 21 Table of Contents and with peer group companies.
We believe such expenses, charges and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.
Intangible Assets, Other Than Goodwill Local mastheads (e.g., publishing periodical titles, web site domain names, and trade names) are not subject to amortization. Non-amortized intangible assets are tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.
Intangible Assets, Other Than Goodwill Local mastheads (e.g., publishing periodical titles, web site domain names, and trade names) are not subject to amortization. Non-amortized intangible assets are tested for impairment annually during the fourth fiscal quarter or more frequently if events or changes in circumstances suggest the asset might be impaired.
A 50-basis point decrease in expected rate of return of assets results would result in an increase of $0.9 million to pension and $0.1 million postretirement and postemployment benefits expense. Income Taxes We are subject to income taxes in the U.S. and record our tax provision for the anticipated tax consequences in our reported results of operations.
A 50-basis point decrease in expected rate of return of assets results would result in an increase of $0.9 million to pension and $0.1 million postretirement and postemployment benefits expense. Income Taxes We are subject to income taxes in the U.S. and record our tax provision based on the expected tax consequences of our operations.
This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. This measure also provides users with a benchmark that can be used when forecasting future operating performance of the Company that excludes unusual, nonrecurring or one-time transactions.
This allows users to easily compare operating performance among various fiscal periods and how management measures the performance of the business. 21 Table of Contents This measure also provides users with a benchmark that can be used when forecasting our future operating performance that excludes unusual, nonrecurring or one-time transactions.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations and financial condition as of and for the year ended September 29, 2024, and for fiscal years 2023 and 2022.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations and financial condition as of and for the year ended September 28, 2025, and for fiscal years 2024 and 2023.
In 2024, we used an expected return of assets assumption of 5.0% for our pension plan assets and 6.0% for our postretirement and postemployment benefit plan assets. A 50-basis point decrease in discount rates would result in an increase of $9.5 million to pension and $0.5 million to postretirement and postemployment benefits liabilities.
In 2025, we used an expected return of assets assumption of 5.5% for our pension plan assets and 6.0% for our postretirement and postemployment benefit plan assets. A 50-basis point decrease in discount rates would result in an increase of $8.4 million to pension and $0.1 million to postretirement and postemployment benefits liabilities.
These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.
NON-GAAP FINANCIAL MEASURES We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.
Management's judgments and estimates of future operating results in determining the intangibles fair values are consistently applied to each underlying business in determining the fair value of each intangible asset. In 2024, 2023, and 2022, we recognized impairment charges of $7.8 million, $7.7 million, and $14.2 million, respectively. As of September 29, 2024 the masthead carrying value is $10.9 million.
Management's judgments and estimates of future operating results in determining the intangibles fair values are consistently applied to each underlying business in determining the fair value of each intangible asset. In 2025, 2024, and 2023, we recognized impairment charges of $7.0 million, $7.8 million, and $7.7 million, respectively. As of September 28, 2025 the masthead carrying value is $3.9 million.
In 2024, the royalty rates utilized a range from 0% to 1.0%; a 50-basis point decrease in royalty rates would result in an additional $4.6 million of impairment. The Company’s discount rate utilized in the analysis has ranged from 11.0% in 2022 to 12.5% in 2024, depending on market conditions.
In 2025, the royalty rates utilized a range from 0% to 1.0%; a 50-basis point decrease in royalty rates would result in an additional $1.5 million of impairment. Our discount rate utilized in the analysis has ranged from 12.5% in 2024 to 13.0% in 2025, depending on market conditions.
Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics.
Adjusted EBITDA is also a component of the calculation used by stockholders and analysts to determine the value of our business when using the market approach, which applies a market multiple to financial metrics. It is also a measure used to calculate our leverage ratio, which is a key financial ratio monitored and used by us and our investors.
Increasing the discount rate by 100 basis points would result in an additional $0.1 million of impairment. The Company has had various revenue forecasts utilized in the analysis over different years.
Increasing the discount rate by 100 basis points would result in an additional $0.1 million of impairment. We have used various forecasts in the analysis over different years.
Our current and deferred income tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. These estimates are reviewed and adjusted, if needed, throughout the year. Adjustments between our estimates and the actual results of filed returns are recorded when identified.
Our current and deferred income tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. We review these estimates throughout the year and record adjustments when actual results are known.
Pension, Postretirement and Postemployment Benefit Plans We, along with our subsidiaries, have various defined benefit retirement plans, postretirement plans and postemployment plans, under which substantially all of the benefits have been frozen in previous years. 17 Table of Contents We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive income (loss), the gains or losses that arise during the period but are not recognized in pension expense.
We account for our pension, postretirement and postemployment plans in accordance with the applicable accounting guidance, which requires us to include the funded status of our pension plans in our balance sheets and to recognize, as a component of other comprehensive (loss) income, the gains or losses that arise during the period but are not recognized in pension expense.
Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of the Company’s cash-settled operating costs. Cash Costs can be used by financial statement users to assess the Company's ability to manage and control its operating structure.
Cash Costs represent a non-GAAP financial performance measure of operating expenses which are measured on an accrual basis and settled in cash. This measure is useful to investors in understanding the components of our cash-settled operating costs.
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using currently enacted tax rates. Deferred income tax assets are recognized for deductible temporary differences and loss carryforwards and deferred income tax liabilities are recognized for taxable temporary differences.
Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using currently enacted tax rates. Deferred tax assets and liabilities are based on differences between the financial reporting and tax bases of assets and liabilities, using enacted tax rates.
Other revenue, which primarily consists of commercial printing revenue and digital services from BLOX Digital, totaled $53.8 million, a 8.7% decrease compared to 2023. On a comparative basis other revenue decreased 9.7%. Digital services revenue totaled $20.5 million in 2024, a 5.9% increase compared to 2023. On a comparative basis digital services revenue increased 5.3%.
Other revenue, which primarily consists of digital services from BLOX Digital and commercial printing revenue, totaled $50.9 million, a 5.3% decrease compared to 2024. On a comparable basis, other revenue decreased 4.2%. Digital services revenue totaled $20.1 million in 2025, a 2.1% decrease compared to 2024. On a comparable basis digital services revenue decreased 1.6%.
Cash Costs (a non-GAAP financial measure discussed below) were $553.3 million, a 10.1% decrease compared to 2023. Compensation expense decreased $32.3 million in 2024, or a 12.1% decrease compared to 2023. The decrease is attributable to reductions in full time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent.
Cash Costs (a non-GAAP financial measure discussed below) were $523.6 million, a 5.4% decrease compared to 2024. Compensation expense totaled $216.0 million in 2025, a 7.9% decrease compared to 2024. The decrease is attributable to reductions in full-time employees ("FTEs") due to continued business transformation efforts, partially offset by investments in digital talent.
Commercial printing revenue totaled $17.5 million in 2024, a 13.0% decline compared to 2023, primarily driven by reduction in print volumes from our partners. On a comparative basis, commercial printing revenue was down 14.6%.
Commercial printing revenue totaled $16.2 million in 2025, a 7.4% decline compared to 2024, primarily driven by reduction in print volumes from our partners. On a comparable basis, commercial printing revenue was down 5.8%.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED) The table below reconciles the non-GAAP financial performance measure of Adjusted EBITDA to net income, the most directly comparable GAAP measure: (Thousands of Dollars) 2024 2023 2022 Net (loss) income (23,573) (2,733) 97 Adjusted to exclude Income tax (benefit) expense (7,610) (349) 698 Non-operating expenses, net 35,729 40,251 24,056 Equity in earnings of TNI and MNI (4,572) (6,527) (5,657) Assets loss on sales, impairments and other, net 11,193 1,882 9,716 Depreciation and amortization 27,616 30,621 36,544 Restructuring costs and other 19,253 12,673 22,720 Stock compensation 1,751 1,806 1,337 Add: Ownership share of TNI and MNI EBITDA (50%) 5,519 7,604 6,541 Adjusted EBITDA 65,306 85,228 96,052 22 Table of Contents The table below reconciles the non-GAAP financial performance measure of Cash Costs to Operating expenses, the most directly comparable GAAP measure: (Thousands of Dollars) 2024 2023 2022 Operating expenses 611,406 660,496 761,775 Adjustments Depreciation and amortization 27,616 30,621 36,544 Assets loss on sales, impairments and other, net 11,193 1,882 9,716 Restructuring costs and other 19,253 12,673 22,720 Cash Costs 553,344 615,320 692,795 23 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our operations have historically generated positive cash flow and are expected to provide sufficient liquidity, together with cash on hand, to meet our requirements, primarily operating expenses, interest expense and capital expenditures for at least the next twelve months.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED) The table below reconciles the non-GAAP financial performance measure of Adjusted EBITDA to net income, the most directly comparable GAAP measure: (Thousands of Dollars) 2025 2024 2023 Net loss (35,746) (23,573) (2,733) Adjusted to exclude Income tax benefit (6,903) (7,610) (349) Non-operating expenses, net 37,999 35,729 40,251 Equity in earnings of TNI and MNI (4,278) (4,572) (6,527) Assets loss on sales, impairments and other, net 2,956 11,193 1,882 Depreciation and amortization 18,843 27,616 30,621 Restructuring costs and other 25,850 19,253 12,673 Stock compensation 1,757 1,751 1,806 Add: Ownership share of TNI and MNI EBITDA (50%) 4,901 5,519 7,604 Adjusted EBITDA 45,379 65,306 85,228 The table below reconciles the non-GAAP financial performance measure of Cash Costs to Operating expenses, the most directly comparable GAAP measure: (Thousands of Dollars) 2025 2024 2023 Operating expenses 571,269 611,406 660,496 Adjustments Depreciation and amortization 18,843 27,616 30,621 Assets loss on sales, impairments and other, net 2,956 11,193 1,882 Restructuring costs and other 25,850 19,253 12,673 Cash Costs 523,620 553,344 615,320 22 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary cash requirements are related to working capital, debt service obligations, and capital expenditures.
Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
Deferred income tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. These balances are adjusted for the effects of changes in tax laws and rates on the date of enactment.
See Note 12 of the Notes to the Consolidated Financial Statements, included herein, for a discussion of the difference between the expected federal income tax rate and the actual tax rates. NET INCOME AND EARNINGS PER SHARE Net loss was $23.6 million in 2024 compared to net loss of $2.7 million in 2023.
INCOME TAXES We recorded income tax benefit of $6.9 million, or 16.2% of pretax loss in 2025 and $7.6 million, or 24.4% of pretax loss in 2024 . See Note 13 of the Notes to the Consolidated Financial Statements, included herein, for a discussion of the difference between the expected federal income tax rate and the actual tax rates.
OPERATING REVENUE Revenue Comparison 2024-2023 Total operating revenue totaled $611.4 million in 2024, down $79.8 million, or 11.5%, compared to 2023. On a comparative basis total operating revenue declined 13.0%. Advertising and marketing services revenue totaled $275.7 million in 2024, down $43.3 million, or 13.6% compared to 2023. On a comparative basis, Advertising and marketing services revenue declines 14.9%.
OPERATING REVENUE Total operating revenue totaled $562.3 million in 2025, down $49.0 million, or 8.0%, compared to 2024. On a comparable basis, total operating revenue declined 6.5%. Advertising and marketing services revenue totaled $253.0 million in 2025, down $22.7 million, or 8.2% compared to 2024. On a comparable basis, advertising and marketing services revenue declined 6.8%.
Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $299.1 million in 2024, a 9.4% increase over 2023, and represented 48.9% of our total operating revenue in 2024, compared to 39.5% in 2023. OPERATING EXPENSES Operating Expense Comparison 2024-2023 Total operating expenses were $611.4 million, a 7.4% decrease compared to 2023.
Total digital revenue including digital advertising revenue, digital-only subscription revenue and digital services revenue totaled $298.1 million in 2025, flat to 2024, and represented 53.0% of our total operating revenue in 2025, compared to 48.9% in 2024. OPERATING EXPENSES Total operating expenses totaled $571.3 million, a 6.6% decrease compared to 2024.
Digital advertising and marketing services revenue totaled $194.2 million in 2024, up 0.5% compared to 2023. On a comparative basis, revenue declined 0.9%. Digital advertising and marketing services revenue represented 70.4% of 2024 total advertising and marketing services revenue compared to 60.6% in 2023. Print advertising revenues were $81.5 million in 2024, down $44.3 million, or 35.2% compared to 2023.
Digital advertising revenue totaled $183.8 million in 2025, down $10.4 million, or 5.3% compared to 2024. On a comparable basis, revenue declined 4.0%. Digital advertising revenue represented 72.7% of 2025 total advertising and marketing services revenue compared to 70.4% in 2024.
Investing Activities Cash provided by investing activities totaled $3.7 million in 2024 and $8.6 million in 2023. Capital spending totaled $9.2 million and $5.1 million in 2024 and 2023, respectively. Proceeds from sales of assets totaled $13.5 million and $12.0 million in 2024 and 2023, respectively.
Investing Activities Cash provided by investing activities totaled $7.7 million in 2025, $3.7 million in 2024 and $8.6 million in 2023 and is driven by cash received from asset sales of $9.3 million in 2025 offset by purchases capital expenditures during the year of $1.5 million.
Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.
We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are recorded in the period of change.
Newsprint and ink costs decreased $8.5 million in 2024, or a 33.7% decrease compared to 2023. This decrease was attributable to declines in newsprint volumes. Other operating expenses decreased $21.1 million in 2024, or a 6.5% decrease compared to 2023.
Newsprint and ink costs totaled $13.0 million in 2025, a 22.9% decrease compared to 2024. This decrease was attributable to declines in newsprint volumes. Other operating expenses totaled $294.6 million in 2025, down 2.4% compared to 2024.
Depreciation expense decreased $1.2 million, or 10.1%, in 2024. Amortization expense decreased $1.8 million, or 9.6%, in 2024. The decrease in both is attributable to assets becoming fully depreciated or amortized. Assets loss (gain) on sales, impairments and other was a net loss of $11.2 million in 2024 compared to a net loss of $1.9 million in 2023.
The decrease in both is attributable to assets becoming fully depreciated or amortized. Assets loss on sales, impairments and other totaled $3.0 million in 2025 compared to $11.2 million in 2024. Impairments within this category were $7.0 million in 2025 and $7.8 million in 2024, respectively, related to mastheads.
Tables reconciling Adjusted EBITDA to net income and Cash Costs to operating expenses, the most directly comparable measure under GAAP, are set forth below under the caption "Reconciliation of Non-GAAP Financial Measures".
Adjusted EBITDA and Cash Costs are reconciled to net income (loss) and operating expenses, below, the closest comparable numbers under GAAP.
This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
There is no assurance that the proposed rights offering will be completed on the terms described in this Annual Report, or at all, including with respect to any reduction in our interest expense (or any other related amendments to our term loan), as the terms of which are subject to definitive documentation with our term loan lender. 16 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
Impairment losses in 2024 and 2023 totaled $7.8 million and $7.7 million for mastheads. Additionally, $1.3 million and $1.3 million of goodwill was allocated to the sale of certain non-core operations in 2024 and 2023, respectively. Assets loss (gain) on sales are part the Company's ongoing real estate and non-core asset monetization.
Additionally, $4.2 million of goodwill was allocated to the sale of certain non-core operations in 2025 and $1.3 million in 2024. Restructuring costs and other totaled $25.9 million and $19.3 million in 2025 and 2024, respectively.
Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets, if any.
Tax laws are complex and open to interpretation, requiring significant judgment in determining our current and deferred income tax provisions, as well as any valuation allowance on deferred tax assets, if any.
Financing Activities Cash required for financing activities totaled $9.8 million in 2024 and $7.1 million in 2023. Debt reduction accounted for the majority of the usage of funds in 2024 and 2023, respectively. Liquidity Our liquidity, consisting of cash on the balance sheet, totaled $9.6 million at September 29, 2024. This liquidity amount excludes any future cash flows from operations.
Financing Activities Cash used in financing activities totaled $1.8 million in 2025, compared to $9.8 million in 2024 and 7.1 million in 2023. Debt reduction accounted for the majority of cash used in financing activities. We continue to prioritize deleveraging and disciplined capital management to strengthen the balance sheet and maintain flexibility to invest in our digital transformation strategy.
The increase was driven by an increase in working capital of $19.7 million, primarily related to favorable changes in accounts payable and unearned revenue partially offset by a decrease in operating results of $15.4 million (defined as net loss adjusted for non-working capital items).
The year-over-year decrease in cash provided by operating activities was primarily driven by lower operating results, reflecting a $20.1 million decline in operating performance (net loss adjusted for non-working capital items).
Removed
Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained.
Added
This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, included herein. EXECUTIVE OVERVIEW Our 2025 total operating revenue was $562 million, while total Digital Revenue was $298 million, flat to the prior year.
Removed
Discussions of the year ended September 25, 2022 and comparison of the years ended September 24, 2023 and September 25, 2022 can be found in the " Management's Discussion and Analysis of Financial Condition 19 Table of Contents and Res ults of Operations" section of our Annual Report on Form 10-K for the year ended September 24, 2023, filed on December 8, 2023, which section is incorporated by reference herein.
Added
Total Print Revenue was $264 million, a 15% decrease to the prior year, representing a 10 percentage-point improvement over the prior year's decline. We continued to deliver positive performance in our digital-only subscription business, driving year-over-year revenue growth of 12%. Through yield management, expanded rates and disciplined subscriber acquisition, we are nearing $100 million in digital-only subscription revenue.
Removed
On a comparative basis, print advertising revenue was down 36.5%. The decline is due to continued secular declines in demand for print advertising and a reduced product portfolio through sales and elimination of products that do not meet profitability standards. Subscription revenue totaled $281.9 million in 2024, or down 10.0%, compared to 2023.
Added
Another key piece of our digital business, Amplified Digital® agency, surpassed $100 million in revenue during the year, with growth of 4%. Operating expenses totaled $571 million and Cash Costs (a non-GAAP financial measure) totaled $524 million, a 7% and 5% decrease compared to the prior year, respectively.
Removed
Decline in full access volume, consistent with historical and industry trends were partially offset by selective increases on our full access subscriptions, growth in digital-only subscribers and price increases on digital subscriptions. Digital-only subscribers grew 7.1% since 2023 and now total more than 771,000. Digital-only subscription revenue grew 38.9% compared to 2023. On a comparative basis, digital-only revenue grew 36.2%.
Added
Operating expenses in FY25 included $3.7 million of cyber restoration expenses, which are included in the line "Restructuring costs and other". Net loss totaled $36 million and Adjusted EBITDA (a non-GAAP financial measure) totaled $45 million. Cash on the balance sheet totaled $10 million. Debt, net of cash on the balance sheet, totaled $445 million.
Removed
The decrease is primarily attributable to lower delivery and other print-related costs due to lower volumes of our print edition. Restructuring costs and other totaled $19.3 million and $12.7 million in 2024 and 2023, respectively. Restructuring costs and other include severance costs, litigation expenses, and restructuring expenses. The increase is attributable to one-time costs to outsource certain operations.
Added
Since May 2025, we have satisfied all principal and interest payments through organic free cash flow generation.
Removed
They totaled a net loss of $2.2 million in 2024 and a net gain of $6.0 million in 2023. Equity In Equity Investments Equity in earnings of TNI and MNI decreased $2.0 million in 2024, or 30.0%, compared to 2023.
Added
RECENT DEVELOPMENTS Proposed Rights Offering In addition to the Charter Amendments, we previously disclosed that our board of directors has been considering, among various other financing and capital markets transactions, consummating a proposed rights offering of our common stock to existing stockholders, and on November 10, 2025, we filed a registration statement with respect to a proposed rights offering (the “proposed rights offering”).
Removed
NON-OPERATING INCOME AND EXPENSES Non-operating Income and Expense Comparison 2024-2023 Interest expense decreased $0.2 million, or 0.6%, to $41.2 million in 2024 due to lower debt balances. Our weighted average cost of debt was 9.0% in 2024 and 2023. Other non-operating income and expense consists of benefits associated with our pension and other postretirement plans.
Added
As set forth in the registration statement, we intend to use the proceeds of the proposed rights offering, if the proposed rights offering is consummated, for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products.
Removed
We recorded $5.1 million of periodic pension and other postretirement benefits in 2024 compared to $1.2 million in 2023. The increase was attributable due to the Company recognizing a non-cash curtailment gain of $1.2 million in 2024 as a result of outsourcing certain postemployment defined benefit plan functions.
Added
Further, in connection with the proposed rights offering, we have an agreement in-principle with our term loan lender that, if we successfully raise the aggregate proposed rights offering amount of $50.0 million in gross proceeds, we will receive a reduction in our annual interest rate from 9% to 5% for five years, resulting in interest savings of approximately $18 million annually and up to $90 million over the five-year period.
Removed
Additionally, in 2024, the Company completed a voluntary lump sum payment of future benefits to terminated vested participants. The offer was accepted by 522 participants, representing a $22.6 million pension plan liability.
Added
The consummation of the proposed rights offering, however, is not conditioned on receipt of this interest rate reduction.
Removed
As a result of the offer, a non-cash settlement gain of $2.4 million was recorded in Curtailment/Settlement gain on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Both assets and liabilities of the plan were reduced by $22.6 million.
Added
While our term lender has agreed in-principle to a reduction in our interest expense (and certain other related amendments to our term loan), subject to definitive documentation, there is no assurance that we may be able to enter into any amendments to our term loan on the terms described herein or at all.
Removed
INCOME TAX BENEFIT In 2024, we recorded income tax benefit of $7.6 million, or 24.4% of pretax loss and in 2023, we recorded an income tax benefit of $0.3 million, or 11.3% of pretax loss.
Added
The proposed rights offering will be commenced only following effectiveness of the registration statement relating to the proposed rights offering and will be made only by means of a prospectus. We reserve the right to modify, postpone or cancel the proposed rights offering at any time.
Removed
Losses per share was $4.35 in 2024 compared to losses per share of $0.90 in 2023. NON-GAAP FINANCIAL MEASURES We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis.
Added
Pension, Postretirement and Postemployment Benefit Plans We, along with our subsidiaries, have various defined benefit retirement plans, postretirement plans and postemployment plans, under which substantially all of the benefits have been frozen in previous years.
Removed
It is also a measure used to calculate the leverage ratio of the Company, which is a key financial ratio monitored and used by the Company and its investors.
Added
Interest and penalties on unrecognized tax benefits are included in income tax expense.
Removed
Cash Costs are defined as compensation, newsprint and ink and other operating expenses. Depreciation and amortization, assets loss (gain) on sales, impairments and other, restructuring costs and other non-cash operating expenses and other non-operating expenses are excluded.
Added
Print advertising revenues were $69.2 million in 2025, down $12.3 million, or 15.1% compared to 2024. On a comparable basis, print advertising revenue was down 13.3%. The decline is due to continued secular declines in demand for print advertising and impacts from the Cyber Incident, which limited capacity for print advertising for certain publications for several months.
Removed
A summary of our cash flows is included in the narrative below. Operating Activities Cash provided from operating activities totaled $1.1 million in 2024 compared to cash required by operating activities of $3.2 million in 2023, an increase of $4.3 million.
Added
The decline in digital advertising revenue is mainly attributed to the traditional classified categories, programmatic, digital advertising tied to legacy print campaigns, and the cyber incident. Partially offsetting these declines, digital marketing services revenue increased 3.0% compared to the prior year. Subscription revenue totaled $258.4 million in 2025, down $23.5 million , or 8.3%, compared to 2024.
Removed
We expect all interest and principal payments due in the next twelve months will be satisfied by existing cash and our cash flows, which will allow us to maintain an adequate level of liquidity. SEASONALITY Our largest source of advertising and marketing services revenue, retail advertising, is seasonal and tends to fluctuate with retail sales in markets served.
Added
The decline in subscription revenue was driven by secular reductions in demand for print subscriptions. Print volumes declined during 2025, consistent with historical and industry trends. Digital-only subscription revenue is up nearly 12% over 2024 on a reported basis.
Removed
Historically, retail advertising is higher in the December and June quarters. Advertising and marketing services revenue is lowest in the March quarter. INFLATION Price increases (or decreases) for our products are implemented when deemed appropriate by us. We continuously evaluate price increases, productivity improvements, sourcing efficiencies and other cost reductions to mitigate the impact of inflation.
Added
The decrease is primarily attributable to lower delivery and other print-related costs due to lower volumes of our print edition, partially offset by increases in digital cost of goods sold. Depreciation expense decreased $2.8 million, or 26.6%, in 2025. Amortization expense decreased $6.0 million, or 34.9%, in 2025.
Added
The increase is primarily driven from costs associated with recovering from the Cyber Incident, closing down outsourced production facilities, ongoing business transformation efforts, and severance. Restructuring costs and other include severance costs, litigation expenses, restructuring expenses, cyber restoration costs, and advisor expenses.
Added
The factors noted above resulted in an operating loss of $4.7 million in 2025 compared to a gain of $4.5 million in 2024. NON-OPERATING INCOME AND EXPENSES Non-operating expense increased by $2.3 million , or 6.4%, primarily due to the absence of a $3.6 million pension curtailment gain recognized in 2024.

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