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What changed in USA TODAY Co., Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of USA TODAY Co., 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.

+475 added−562 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in USA TODAY Co., Inc.'s 2025 10-K

475 paragraphs added · 562 removed · 376 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

105 edited+23 added−44 removed22 unchanged
Biggest changeHowever, we believe that it is critically important that our U.S. local property network operate at the local level and utilize the centralized infrastructure in a manner that maximizes each property's individual performance. 9 Table of Contents The following table lists information for our major publications and their affiliated digital platforms within the listed market in the U.S., as well as our national publication, USA TODAY, as of December 31, 2024 .
Biggest changeWhile we centrally manage production and distribution, and leverage a single content management platform to maximize efficiency and enable content sharing across our portfolio of brands, we believe that it is critically important that our U.S. local property network operate at the local level and utilize the centralized infrastructure in a manner that maximizes each property's individual performance.
We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs.
We also have a Corporate category that includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs.
There is very little barrier to entry and often limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, or in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms, including AI-driven platforms.
There is very little barrier to entry and often limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, and in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms, including AI-driven platforms.
DMS Digital marketing services revenues are subject to moderate seasonality due primarily to fluctuations in marketing budgets for seasonal businesses. We believe the diversification of the product suite will, over time, reduce the impact from seasonal fluctuations. Products Digital marketing requires a holistic view of how online presence, advertising and conversion efforts work together to achieve results.
LocaliQ Digital marketing services revenues are subject to moderate seasonality due primarily to fluctuations in marketing budgets for seasonal businesses. We believe the diversification of the product suite will, over time, reduce the impact from seasonal fluctuations. Products Digital marketing requires a holistic view of how online presence, advertising and conversion efforts work together to achieve results.
We reach 1 in 2 adults (a) in the U.S., led by USA TODAY and amplified by local media brands within the USA TODAY NETWORK.
We reach nearly 1 in 2 adults (a) in the U.S., led by USA TODAY and amplified by local media brands within the USA TODAY NETWORK.
Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations, including our network of local properties, in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the " U.K. "), we provide essential journalism, local content, and digital experiences to audiences and businesses.
Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and our network of local properties , in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the " U.K. "), we provide essential journalism, local content, and digital experiences to audiences and businesses.
Important information, including press releases, analyst and other presentations, transcripts, and financial information regarding the Company, is routinely posted on and accessible on the Investor Relations and News and Events subpages of its website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page.
Important information, including press releases, analyst and other presentations, transcripts, and financial information regarding the Company, is routinely posted on and accessible on the Investor Relations and News and Events subpages of its website, which are accessible by clicking on the tabs labeled "Investor Relations" and "News and Events," respectively, on the website home page.
We are the leading news media publisher in the U.S. in terms of circulation and have the largest digital audience in the News and Information category, excluding news aggregators, based on the December 2024 Comscore Media Metrix® Desktop + Mobile.
We are the leading news media publisher in the U.S. in terms of circulation and have the largest digital audience in the News and Information category, excluding news aggregators, based on the December 2025 Comscore Media Metrix® Desktop + Mobile.
Our digital marketing services utilize digital inventory across a number of third-party websites. • Digital-only subscription offerings reflect the digital distribution of our publications. • Digital other revenues are mainly derived from digital content syndication. 11 Table of Contents Maximizing our digital revenues remains one of our top priorities as we aim to strike the optimal balance between digital revenue categories.
Our digital marketing services utilize digital inventory across a number of third-party websites. • Digital-only subscription offerings reflect the digital distribution of our publications. • Digital other revenues are mainly derived from digital content syndication. Maximizing our digital revenues remains one of our top priorities as we aim to strike the optimal balance between digital revenue categories.
With local market teams, national and centralized sales, and self-service options, we aim to maximize the scale of our network. We offer a comprehensive portfolio of print and digital advertising, including digital marketing services, tailored to meet the unique needs of advertisers, from small local businesses to complex national brands.
We operate local market teams, national and centralized sales, and self-service options to maximize the scale of our network. We offer a comprehensive portfolio of print and digital advertising, including digital marketing services, tailored to meet the unique needs of advertisers, from small local businesses to complex national brands.
The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Gannett makes available via its website all filings it makes under the Securities Exchange Act of 1934, as amended, including Forms 10-K, 10-Q, and 8-K, as well as any related amendments as soon as reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge.
USA TODAY Co. makes available via its website all filings it makes under the Securities Exchange Act of 1934, as amended, including Forms 10-K, 10-Q, and 8-K, as well as any related amendments as soon as reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge.
Our all access content subscription model in our local markets includes a home delivered print product along with access to our content via multiple digital platforms, with subscription prices varying by market, frequency, and product, among other variables. As of December 31, 2024 , we had approximately 1.0 million print subscribers.
Our all access content subscription model in our local markets includes a home delivered print product along with access to our content via multiple digital platforms, with subscription prices varying by market, frequency, and product, among other variables. As of December 31, 2025 , we had approximately 0.8 million print subscribers.
Our programming and consistent communication across our entire workforce includes intersectional employee resource group events, monthly Town Hall meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, as an example, our bi-monthly Focused Leader guide, and our monthly Together employee newsletter, which shares strategies on topics such as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression stories.
Our programming and consistent communication across our entire workforce includes intersectional ERG events, monthly town hall meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, for example, our bi-monthly "Focused Leader" guide, and our monthly "Together" employee newsletter, which shares strategies on topics such as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression stories.
Our products and solutions focus on three key categories local businesses need to manage in order to grow: • Get Found: Listings, websites and landing pages, search engine optimization and social media marketing. • Scaling Their Business: Search engine marketing, display ads, video ads, social ads, targeted email marketing, and custom promotions.
Our products and solutions focus on three key categories local businesses need to manage in order to grow: 11 Table of Contents • Get Found: Listings, websites and landing pages, search engine optimization and social media marketing. • Scaling Their Business: Search engine marketing, display ads, video ads, social ads, targeted email marketing, and custom promotions.
For example, many jurisdictions have enacted or are considering enacting privacy or data protection laws and regulations that apply to the processing or protection of personal information as well as laws and regulations governing the use of artificial intelligence.
For example, many jurisdictions have enacted or are considering enacting privacy or data protection laws and regulations that apply to the processing or protection of personal information as well as laws and regulations governing the use of AI.
We reach a large, diverse audience through our print and digital daily and non-daily publications throughout the U.K. As of December 31, 2024 , our journalism network is powered by an integrated and award-winning news organization comprised of approximately 500 journalists.
We reach a large, diverse audience through our print and digital daily and non-daily publications throughout the U.K. As of December 31, 2025 , our journalism network is powered by an integrated and award-winning news organization comprised of approximately 420 journalists.
We are exposed to potential increases in interest rates associated with our new $900.0 million five-year first lien term loan facility, which as of December 31, 2024 , accounted for approximately 76% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan facility, which as of December 31, 2025 , accounted for approximately 75% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
We expect the Domestic Gannett Media segment to continue to protect its audience market share and to expand its audience reach in the digital media industry through a focus on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships.
We expect the USA TODAY Media segment to continue to protect its audience market share and to expand its audience reach in the digital media industry through a focus on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships.
By clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we seek to reduce the operating costs of our publications while enhancing the quality of our small and mid-size market publications. GPS leverages existing assets, including employee expertise, equipment, and distribution networks, to produce print products for Gannett and third-party customers.
We leverage existing assets, including employee expertise, equipment, and distribution networks, to produce print products for USA TODAY Co. and third-party customers. We seek to reduce the operating costs of our publications while enhancing the quality of our small and mid-size market publications by clustering our production resources, utilizing excess capacity for commercial work, and/or outsourcing where cost-beneficial.
Distribution We deliver our suite of products and solutions to local businesses through a combination of our proprietary technology platform, our sales force, and select third-party agencies and resellers. Our DMS segment has sales operations in the U.S., Canada, New Zealand, Australia, India and the U.K.
Distribution We deliver our suite of products and solutions to local businesses through a combination of our proprietary technology platform, our sales force, and select third-party agencies and resellers. Our LocaliQ segment has sales operations in the U.S., Canada, New Zealand, Australia, and the U.K., as well as support services in India.
Stockholders can access a wide variety of information on Gannett's website, under the "Investor Relations" tab, including corporate governance information, news releases, Securities and Exchange Commission ("SEC") filings, and information Gannett is required to post online pursuant to applicable SEC and New York Stock Exchange ("NYSE") rules.
Stockholders can access a wide variety of information on USA TODAY Co. ' s website, under the "Investor Relations" tab, including corporate governance information, news releases, Securities and Exchange Commission ("SEC") filings, and information USA TODAY Co. is required to post online pursuant to applicable SEC and New York Stock Exchange ("NYSE") rules.
We believe we are able to reduce future capital expenditure needs by having fewer overall pressrooms and buildings. The Newsquest segment operates its publishing activities in a similar manner to GPS (as described in the Domestic Gannett Media segment discussion above), through regional and central teams to maximize the use of management, finance, printing, and personnel resources.
We believe we are able to reduce future capital expenditure needs by having fewer overall pressrooms and buildings. The Newsquest segment operates its publishing activities in a similar manner to the USA TODAY Media segment, as discussed above, through regional and central teams to maximize the use of management, finance, printing, and personnel resources.
Approximately 44% of the net paid circulation volumes of USA TODAY in 2024 was generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.
In 2025 , a pproximately 44% of the net paid circulation volumes of USA TODAY were generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.
The content of, or information available on, Gannett's website and any other website referred to in this report are not a part of, and are not incorporated by reference into, this report unless expressly noted otherwise. Use of Website to Distribute Material Company Information The Company's website address is www.gannett.com.
The content of, or information available on, USA TODAY Co. 's website and any other website referred to in this report are not a part of, and are not incorporated by reference into, this report unless expressly noted otherwise. Use of website to distribute material company information The Company's website address is www.usatodayco.com.
As of December 31, 2024 , we have built one of the largest digital audiences in the U.S. media sector, both locally and nationally. For both the Domestic Gannett Media and Newsquest segments, we seek to continue to strengthen the connection with our audience by providing relevant content and expanded offerings that resonate with our readers.
As of December 31, 2025 , we have built one of the largest digital audiences in the U.S. media sector, both locally and nationally. For both the USA TODAY Media and Newsquest segments, we seek to strengthen the connection with our audience 5 by providing relevant content and expanded offerings that resonate with our readers.
Events USA TODAY NETWORK Ventures, our events and promotions business, diversifies the Company's media offerings by connecting communities through impactful experiences. In 2024 , USA TODAY NETWORK Ventures hosted a variety of in- person and virtual events, attracting over 430 thousand attendees.
Events USA TODAY NETWORK Ventures, our events and promotions business, diversifies our media offerings by connecting communities through impactful experiences. In 2025 , USA TODAY NETWORK Ventures hosted a variety of in-person and virtual events, attracting approximately 430 thousand attendees.
The Domestic Gannett Media segment is focused on monetizing its digital audience, through multiple digital revenue touchpoints, such as digital subscriptions, digital content syndication, affiliate and content partnerships, digital advertising leveraging both first and third-party data, and new product offerings.
The Newsquest segment is focused on monetizing its large organic audience through multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, and new product offerings.
During 2024 , approximately 95% of our DMS segment revenues were generated in North America and the remaining 5% from other international markets. All DMS segment revenues are digital revenues. Competition The market for local online advertising solutions is intensely competitive and rapidly changing.
During 2025 , approximately 94% of our LocaliQ segment revenues were generated in North America and the remaining 6% from other international markets. All LocaliQ segment revenues are digital revenues. Competition The market for local online advertising solutions is intensely competitive and rapidly changing.
Enabling a positive employee experience, remains a top priority at Gannett. Aligned to our purpose, we endeavor to provide engaging work and foster a learning culture that supports our employees' ability to reach their goals and continue to develop new skills and capabilities.
Enabling a positive experience for all employees remains a top priority at USA TODAY Co. Aligned to our purpose, we endeavor to provide engaging work and to foster a learning culture that supports our employees' ability to reach their goals and continue to develop new skills and capabilities.
Print and commercial revenues Print and commercial revenues at the Newsquest segment were $160.0 million in 2024 compared to $159.1 million in 2023 , which comprised 67% of total Newsquest segment revenues, down from 68% in 2023 . We track our Print and commercial revenues in three primary categories: print advertising, print circulation and commercial and other.
Print and commercial revenues Print and commercial revenues at the Newsquest segment were $156.8 million in 2025 compared to $160.0 million in 2024 , which comprised 66% of total Newsquest segment revenues, down from 67% in 2024 . We track our Print and commercial revenues in three primary categories: print advertising, print circulation, and commercial and other.
ITEM 1. BUSINESS Overview Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company.
ITEM 1. BUSINESS Overview USA TODAY Co. is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth.
As advertisers navigate the challenges of managing media budgets and reaching shifting audiences, we provide trusted expertise, access to wide ranging audiences, a nationally scaled sales force, and targeted, integrated solutions. Our broad portfolio positions us to influence attitudes and behavior at every stage of the purchase path.
We provide trusted expertise, access to wide ranging audiences, a nationally scaled sales force, and targeted, integrated solutions. Our broad portfolio positions us to influence attitudes and behavior at every stage of the purchase path.
Our total consumption was approximately 96,000 metric tons in 2024 , a decrease of 16% from 2023 , which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and includes consumption for Gannett products as well as products printed commercially for third-parties.
Our total consumption was approximately 78,000 metric tons in 2025 , a decrease of 18% from 2024 , which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and includes consumption for USA TODAY Co. products as well as products printed commercially for third- parties.
As a result of the often rapidly evolving changes, the application, interpretation, and 14 Table of Contents enforcement of these and other applicable laws and regulations are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices.
As a result of the often rapidly evolving changes, the application, interpretation, and enforcement of these and other applicable laws and regulations are often uncertain and may be interpreted and applied inconsistently from jurisdiction to jurisdiction and inconsistently with our current policies and practices. We are committed to conducting our business in accordance with applicable laws, rules, and regulations.
The Company uses its website as a channel of distribution for important company information and we use the investors.gannett.com website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
The Company uses its website as a channel of distribution for important company information and we use the investors.usatodayco.com website as a means of disclosing information that may be deemed to be material to investors and for complying with our disclosure obligations under Regulation FD.
There is very little barrier to entry and often limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, or in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms.
Barriers to entry remain low with limited capital requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we are not, and in the future we may not be, compensated for the use of our original content by third-party digital products and social platforms, including AI-driven platforms.
Digital revenues Digital revenues at the Domestic Gannett Media segment were $692.7 million in 2024 compared to $641.7 million in 2023 , which represented 36% of total Domestic Gannett Media segment revenues in 2024 , up from 31% in 2023 . We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only subscription and digital other.
Digital revenues Digital revenues at the USA TODAY Media segment were $654.2 million in 2025 compared to $692.7 million in 2024 , which represented 38% of total USA TODAY Media segment revenues in 2025 , up from 36% in 2024 . We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only subscription and digital other.
Our U.K. subsidiaries bargain with two unions over working practices, wages, and health and safety issues. Most of our unionized employees work under collective bargaining agreements. As of December 31, 2024 , there were approximately 66 existing collective bargaining agreements and five bargaining units negotiating initial contracts.
Our U.K. subsidiaries bargain with two unions over working practices, wages, and health and safety issues. Most of our unionized employees work under collective bargaining agreements. As of December 31, 2025 , there were approximately 78 existing collective bargaining agreements and one bargaining unit negotiating an initial contract.
USA TODAY NETWORK Ventures revenues are generated primarily through sponsorship sales, race registrations, and ticket sales, which are reported in other revenues, and print and digital advertising and marketing revenues. Production and Distribution As of December 31, 2024 , Gannett Publishing Services ("GPS") owned and/or operated 16 production facilities.
USA TODAY NETWORK Ventures revenues are generated primarily through sponsorship sales, race registrations, and ticket sales, which are reported in other revenues, and print and digital advertising and marketing revenues. Production and distribution As of December 31, 2025 , the USA TODAY Media segment owned and/or operated 11 production facilities.
The Domestic Gannett Media segment typically witnesses the greatest impact 15 Table of Contents from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending.
The USA TODAY Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending.
We believe a scaled, engaged audience is the catalyst for creating diversified, predictable, and repeatable digital revenues. In our DMS segment, we seek to enhance our customer acquisition efforts by targeting client profiles and broadening our product portfolio.
We believe a scaled, engaged audience is the catalyst for creating diversified, predictable, and repeatable digital revenues. In our LocaliQ segment, we seek to expand our client base through enhancements in our customer acquisition and retention and by broadening our product portfolio.
Domestic Gannett Media segment revenues The Domestic Gannett Media segment primarily generates revenue through subscriptions to our print and digital products, advertising augmented by full funnel solutions including digital marketing services, and, to a lesser extent, commercial printing and distribution.
USA TODAY Media segment revenues The USA TODAY Media segment generates revenue through subscriptions to our print and digital products, advertising augmented by full funnel solutions including digital marketing services, and, to a lesser extent, commercial printing and distribution, and the syndication and licensing of our content to third parties.
In 2024 , Newsquest had a digital audience of approximately 53 million (b) monthly unique visitors, on average, with a total average print readership of approximately 4.0 million every week.
In 2025 , Newsquest had a digital audience of approximately 54 million (b) monthly unique visitors, on average, with a total average print readership of approximately 3.5 million every week.
In 2024 , total digital revenues, which includes Digital advertising revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues, including digital content syndication, affiliate and content partnerships, and licensing revenues, grew to $1.1 billion , or 44% of our total revenues.
As a result, in 2025 , total Digital revenues, which includes Digital advertising revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues, including digital content syndication, affiliate, content and artificial intelligence ("AI") partnerships, and licensing revenues, grew to 46% of our total revenues, or $1.1 billion .
Our trusted brands, which includes USA TODAY, are powered by an integrated and award-winning news organization, which as of December 31, 2024 , comprised of approximately 3,100 journalists with deep roots in approximately 220 local communities . 6 Table of Contents The scale of our consumer audience across the Domestic Gannett Media segment, combined with a full funnel suite of products, makes us an attractive marketing partner to various local and national businesses trying to reach consumers.
Our highly-recognized media brands, including USA TODAY, are powered by an integrated and award-winning news organization, which as of December 31, 2025 , comprised approximately 2,500 journalists with deep roots in our local communities . 6 Table of Contents The scale of our consumer audience across the USA TODAY Media segment makes us an attractive marketing partner to various local and national businesses trying to reach consumers.
As of December 31, 2024 , we employed approximately 8,900 employees in the U.S., of which approximately 17% were represented by labor unions, most of which were affiliated with one of seven international unions. As of December 31, 2024 , there were approximately 2,800 employees outside of the U.S., including approximately 1,900 employed by Newsquest in the U.K.
As of December 31, 2025 , we employed approximately 7,500 employees in the U.S., of which approximately 15% were represented by labor unions, most of which were affiliated with one of six unions. As of December 31, 2025 , there were approximately 2,000 employees outside of the U.S., including approximately 1,800 employed by Newsquest in the U.K.
We continue to reduce the number of presses in operation by consolidating print operations and by significantly reducing the square footage of our office space through consolidation of offices, in many cases, to more energy efficient spaces. We also strive to incorporate sustainability throughout our supply usage and supply chain.
In addition, we continue to reduce the number of printing presses in operation by consolidating print operations, and we are also focused on reducing the square footage of our office space through the consolidation of offices, in many cases, to more energy efficient spaces.
Additionally, we expect the Domestic Gannett Media segment to continue to improve its suite of advertising and marketing services products through both internal development and partnerships. Joint Operating Agreement Our Domestic Gannett Media subsidiary in Detroit, Michigan is party to a partnership which is subject to and operates under a joint operating agreement ("JOA").
Additionally, we expect the USA TODAY Media segment to continue to improve its suite of advertising and marketing services products through both internal development and partnerships. Joint Operating Agreement One of our USA TODAY Media subsidiaries was a party to a partnership which was subject to and operated under a joint operating agreement ("JOA").
Our operations involve risks in these areas, however, and we cannot provide assurance that we will not incur material costs or liabilities in the future which could adversely affect us. See also "Item 1A — Risk Factors" in this Annual Report on Form 10-K.
Our operations involve risks in these areas, however, and we cannot provide assurance that we will not incur material costs or liabilities in the future which could adversely affect us.
The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.
The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information.
While we have experienced isolated work stoppages from time to time, we believe relations with our employees are generally good. Environmental, Social and Governance ("ESG") Initiatives As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to our communities.
While we have experienced isolated work stoppages from time to time, we believe relations with our employees are generally good. Sustainability initiatives As a leading media organization, our longstanding corporate social responsibility position is driven by our deep commitment to the communities we serve. We are focused on maintaining ethical and responsible business practices that positively impact the world.
Search engine marketing, which is recorded as Digital marketing services revenues, accounted for 68% of our DMS segment's total revenues for the year ended December 31, 2024 . • Converting and Keeping Customers: Customer Center powered by Dash® and chat.
Search engine marketing accounted for 66% of our LocaliQ segment's total revenues for the year ended December 31, 2025 . • Converting and Keeping Customers: Customer Center powered by Dash® and chat.
(2) Digital-only reflects reported subscription volumes as of December 31, 2024 . 10 Table of Contents Newsquest Segment Our Newsquest segment in the U.K. is comprised of over 210 digital news and media brands across our portfolio, including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2024 .
Newsquest segment Our Newsquest segment in the U.K. is comprised of approximately 220 digital news and media brands across our portfolio, including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2025 .
Postal Service in certain markets where it is viable from a customer and financial perspective. Our goal is to reliably deliver to the consumer, and in some cases, at lower costs, as well as eliminate unprofitable distribution routes where possible. We intend to continue to explore mail delivery in 2025.
Postal Service in markets where it was viable from a customer and financial perspective. Our goal is to provide reliable delivery to the consumer, and where possible, at a lower cost and eliminate unprofitable distribution routes. We intend to continue to expand mail delivery in 2026 .
Throughout the year we engage employees through lifecycle milestones to maintain a clear pulse on the employee experience. Annually, the performance review process begins with goal setting and includes structure for regular manager feedback and coaching. We incorporate individual development plans to assist with the career growth of our employees.
Throughout the year we engage employees through lifecycle milestones to maintain a clear pulse on their experience, including their challenges, aspirations and accomplishments. Annually, the performance management process begins with goal setting and includes structure for regular manager feedback and coaching.
This approach allows the business to leverage a variety of back-office and administrative activities to optimize financial results and enables Newsquest to offer readers and advertisers a range of attractive products across the market. Competition Our Newsquest segment operations and affiliated digital platforms compete with other media and digital companies for advertising and marketing spend.
This approach allows the business to leverage a variety of back-office and administrative activities to optimize financial results and enables Newsquest to offer readers and advertisers a range of attractive products across the market.
In addition to the subscription model in our U.S. local markets, single-copy print editions continue to be sold at retail outlets and accounted for approximately 9% of daily and 14% of Sunday net paid circulation volume in 2024 .
In the U.S. local markets, Print circulation revenues are largely subscription based, with approximately 85% derived from home delivery subscriptions in 2025 . In addition to the subscription model, single-copy print editions are sold at retail outlets and accounted for approximately 9% of daily and 13% of Sunday net paid circulation volume in 2025 .
The Newsquest segment expects to continue to protect its audience market share and to expand its audience reach in the digital media industry through a focus on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships.
The Newsquest segment operates with a focus on audience reach and engagement in the digital media industry through an emphasis on high quality content and journalism, internal audience development efforts, content distribution programs, acquisitions, and partnerships. Additionally, the Newsquest segment expects to continue to improve its suite of advertising and marketing services products through both internal development and partnerships.
These laws, rules, and regulations cover several diverse areas, including environmental matters, employee health and safety, data and privacy protection, consumer protection and anti-trust provisions. These U.S. federal, state, and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.
These U.S. federal, state, and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.
We aim to continue to optimize our geographic footprint to efficiently produce and transport printed products, with daily newspaper distribution generally outsourced to independent third-party distributors. We continuously explore lower-cost delivery options. We continue to refine our production and distribution methods. In 2024 , we converted 55 publications to same-day mail delivery via the U.S.
We aim to continue to optimize our geographic footprint to efficiently produce and transport printed products, with daily newspaper distribution made via the U.S. Postal Service in certain markets as well as outsourcing to independent third-party distributors. In 2025 , we converted five publications to same-day mail delivery via the U.S.
The market is highly fragmented as there are a number of smaller companies which provide digital marketing services at highly competitive prices and, increasingly, we compete with SMB marketing providers who offer solutions tailored for specific verticals.
The market is highly fragmented as there are several smaller companies which provide digital marketing services at highly competitive prices and, increasingly, we compete with SMB marketing providers who offer solutions tailored for specific verticals. In addition, the online publishers that we utilize for clients, such as Google, Facebook, and Microsoft, generally offer their products and services through self-service platforms.
Three operating pillars Expand reach and engagement with our customer segments We believe that a key to our ongoing growth is expanding our base – including clients in our DMS segment and audience 5 in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.
Local strength ." Three operating pillars Expand reach and engagement with our customer segments We believe a scaled and engaged base is key to our ongoing growth - including audience in our USA TODAY Media and Newsquest segments and clients in our LocaliQ segment.
Visitors to the Company's website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Company's website.
Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and 14 Table of Contents time-critical information. Visitors to the Company's website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Company's website.
Human Capital Resources We believe our employees are our greatest asset and the foundation of our business is the people and employees who make our day-to-day operations possible. Having and fostering a broad range of experiences, opinions and perspectives are core to our shared values and form the critical pillars of how we deliver value to our customers and communities.
Human capital resources We believe our employees represent our greatest asset and the foundation of our business, making day-to-day operations possible while driving future success. Nurturing a broad range of experiences, opinions, perspectives and capabilities aligned to our shared values, our people enable our organization to deliver value to our customers and communities.
Approximately 85% of our daily media brands domestically have been published for more than 100 years. We believe the longevity of our publications demonstrates the value and relevance of the local information we provide and has created a strong foundation of reader loyalty and a highly-recognized media brand name in each community we serve.
We believe the longevity of our publications demonstrates the value and relevance of the local information we provide and has created a strong foundation of reader loyalty in each community we serve.
In addition, during 2024 , the combined average daily print readership was approximately 2.6 million on Sunday and 2.3 million daily Monday through Saturday, primarily driven by our domestic local property network and to a lesser extent, USA TODAY.
During 2025 , the USA TODAY NETWORK averaged a total digital audience of approximately 132 million (a) monthly unique visitors, and the combined average daily print readership was approximately 2.2 million on Sunday and 2.0 million daily Monday through Saturday, primarily driven by our network of local properties and to a lesser extent, our national publication USA TODAY.
The availability and price of newsprint is subject to numerous risks and uncertainties, which are described more fully under "Item 1A — Risk Factors" in this Annual Report on Form 10-K. Macroeconomic Environment We are exposed to certain risks and uncertainties caused by factors beyond our control, including economic and political instability and other geopolitical events.
The domestic supply of newsprint is susceptible to supply chain disruptions and pricing volatility tied to economic and geopolitical factors, including tariffs and retaliatory tariffs. In addition, the availability and price of newsprint is subject to numerous risks and uncertainties, which are described more fully under "Item 1A — Risk Factors" in this Annual Report on Form 10-K.
Domestic Gannett Media Segment Our Domestic Gannett Media segment is comprised of USA TODAY, daily and weekly content brands in approximately 220 local U.S. markets across 43 states and our community events business, USA TODAY NETWORK Ventures. As of December 31, 2024 , we operated over 330 digital news and media brands across our portfolio.
As of December 31, 2025 , we operated over 320 digital news and media brands across our portfolio, and USA TODAY NETWORK had daily and weekly content brands in approximately 215 local communities across 43 states.
We are also focused on expanding our content offerings and enhancing our product suite to meet the needs of our consumers and leverage our expansive organic audience. Refer to "Key Performance Indicators" below for further discussion of digital-only subscriptions.
We continue to focus on expanding our content offerings and enhancing our product suite to meet the needs of our consumers and leverage our expansive organic audience.
Major Publications and Markets we Serve The USA TODAY NETWORK operates as a network, leveraging integrated shared support for back-office operations such as content design and layout services, print and digital creative development, certain sales and service platforms, technology, data, and accounting and finance. We centrally manage production and distribution across our entire newsroom network to maximize efficiency.
The USA TODAY NETWORK also leverages a centralized infrastructure, which provides shared support for back-office operations, such as content design and layout services, print and digital creative development, certain sales and service platforms, technology, data, and accounting and finance.
In 2024, LocaliQ launched Customer Center powered by Dash®, an AI-powered platform, which provides AI-generated call attributes, AI-assisted call details, and a customer interaction activity feed with AI- generated insights.
The product suite also includes Customer Center powered by Dash®, an AI-powered platform, which provides AI-generated call attributes, AI-assisted call details, and a customer interaction activity feed with AI-generated insights. We believe LocaliQ benefits from several strengths that differentiate it in the digital marketing solutions landscape.
We deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where and when consumers want to engage. We prioritize a digital-first strategy, focusing on audience growth and engagement while diversifying revenue streams. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions.
We deliver trusted unbiased journalism when and where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions.
(2) Digital-only reflects reported subscription volumes as of December 31, 2024 . Digital Marketing Solutions Segment Our DMS segment, operating under the brand LocaliQ, provides digital advertising and marketing products and solutions to help local businesses succeed. Its cloud-based platform offers a suite of products and solutions for marketing automation, AI- driven advertising optimization, and customizable reporting.
LocaliQ segment Our LocaliQ segment provides digital advertising and marketing products and solutions to help local businesses reach customers and grow their business. LocaliQ 's cloud-based platform offers a suite of integrated products and solutions for marketing automation, AI-driven advertising optimization, and customizable reporting.
We also compete with digital and social media companies, as well as advertising networks and other programmatic buying channels for advertising revenues. Development of opportunities in, and competition from, digital and social media, including websites, mobile applications, and social products continues to increase.
We also compete for circulation and readership against other news and information outlets as well as other content creators, some of which offer their content free of charge. Development of opportunities in, and competition from, digital and social media, including websites, mobile applications, and social products continues to increase.
We invest in management development to enable strong team-based connections and to support effective manager to employee dialogue. Culture building is a priority on a local, divisional and enterprise level. Our efforts include supporting volunteer participation in our employee resource groups, with thirteen active employee resource groups operating in the Company as of December 31, 2024 .
We invest in leadership development to enable managers to build strong team- based connections and to support effective manager and employee dialogue. Culture building is a priority on a local, divisional and enterprise level.
We have taken a number of steps within the organization in an effort to reduce our use of water, to recover and recycle electricity and fossil fuels when possible, and to pursue green energy options where available.
We have implemented several initiatives to reduce our use of water, recover and recycle electricity and fossil fuels when possible, and pursue green energy options where available and we strive to incorporate sustainability throughout our supply usage and supply chain.
By capitalizing on our domain expertise, we aim to grow our addressable market and provide comprehensive solutions that meet the evolving needs of our clients.
By capitalizing on our domain expertise, we aim to grow our addressable market and provide comprehensive solutions that meet the evolving needs of our clients. Diversify digital revenues We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms, maximizing yield across our platforms, and tailoring opportunities to individual consumer behavior.
Each of our publications compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other print and online media sources.
Competition Our USA TODAY Media operations compete for advertising and marketing spend with a broad range of media and technology companies , including social media platforms, advertising networks, traditional media outlets such as direct mail, yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other programmatic buying channels .
Each of our publications compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, and other print and online media sources, including local blogs.
Competition 10 Table of Contents Our Newsquest segment operations and affiliated digital platforms compete for advertising and marketing spend with a broad range of media and technology companies , including social media platforms, advertising networks, traditional media outlets, such as direct mail, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, and other print and online media sources, including local blogs, as well as other programmatic buying channels .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeChallenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of 19 Table of Contents operations. • Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely affect our systems, reputation and operating results. • Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and adversely affect our business, results of operations and financial condition. • The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future reported results of operations. • We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value. • We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities. • We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish additional valuation allowances which could materially and adversely affect future reported results of operations. • We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate. • The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in the future may materially and adversely affect our ability to operate or grow our business effectively. • We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed.
Biggest changeChallenges with our ability to effectively manage, govern, and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our results of operations. • Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely affect our systems, reputation and operating results. • Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic, engagement, and financial performance. • Any significant increase in newsprint costs or disruptions in our newsprint supply chain , or the unavailability of the 16 Table of Contents materials needed for printing , may materially and adversely affect our business, results of operations and financial condition. • The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future reported results of operations. • We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition. • We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value. • We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities. • We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate. • The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract or retain skilled or experienced personnel in the future may materially and adversely affect our ability to operate or grow our business effectively. • We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during periods in which our stock price is depressed.
There can be no assurance any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost we expect or that we will realize the anticipated benefits we expect to achieve.
There can be no assurance that any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost we expect or that we will realize the anticipated benefits we expect to achieve.
Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain restrictions and covenants that limit our ability to take certain actions without requisite lender approval, approval of the holders of a majority in principal amount of the notes then outstanding, or modification of the loan agreements, as applicable.
Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain restrictions and covenants that limit our ability to take certain actions without requisite lender approval, approval of the holders of a majority in principal amount of the 2031 Notes then outstanding, or modification of the loan agreements, as applicable.
If we become obligated to repurchase the 2027 Notes or the 2031 Notes upon a change of control, we may not have enough available cash or may be unable to obtain financing at the time we are required to make purchases of the notes being surrendered.
If we become obligated to repurchase the 2027 Notes or the 2031 Notes upon a change of control, we may not have enough available cash or may be unable to obtain financing at the time we are required to make purchases of the 2027 Notes or 2031 Notes being surrendered.
We have incorporated and will likely continue to incorporate AI solutions, products, and services including those both developed in-house as well as third party AI products and services, as well as and other new technologies into our platform, offerings, services and features, and these applications have become important and may become more important in our operations over time.
We have incorporated and will likely continue to incorporate AI solutions, products, and services including those both developed in-house and third party AI products and services, as well as other new technologies into our platform, offerings, services and features, and these applications have become important and may become more important in our operations over time.
Risks Related to the Termination of our Relationship with our Former Manager Our Former Manager is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, the Former Management Agreement, and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions.
Risks Related to the Termination of our Relationship with our Former Manager Our Former Manager is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our Former Management Agreement, and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service providers (including cloud-based service providers) to process the personal information of our employees, subscribers and other users, and for a variety of other operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions), technology functions (including application development and technology support functions) and other operations.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service providers (including cloud-based service providers) to process the personal information of our employees and users, and for a variety of other operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions), technology functions (including application development and technology support functions) and other operations.
As a result of any such breaches or incidents, vendors, business partners, customers, users or other third parties may assert claims of liability against us and these activities may subject us to governmental fines or penalties, legal claims, adversely impact our reputation, and interfere with our ability to provide our products and services, all of which may have an adverse effect on our business, financial condition, and results of operations.
As a result of any such breaches or incidents, our employees, vendors, business partners, customers, users or other third parties may assert claims of liability against us and these activities may subject us to governmental fines or penalties, legal claims, adversely impact our reputation, and interfere with our ability to provide our products and services, all of which may have an adverse effect on our business, financial condition, and results of operations.
These factors include, without limitation: • Risks and uncertainties associated with public health matters and other events outside of our control; • Our business profile and market capitalization may not fit the investment objectives of any stockholder; • A shift in our investor base; • Our quarterly or annual earnings, or those of other comparable companies; • Actual or anticipated fluctuations in our operating results; • Risks relating to our ability to meet long-term forecasts; 35 Table of Contents • Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic developments and other material events; • The failure of securities analysts to cover our Common Stock; • Changes in earnings estimates by securities analysts or our ability to meet those estimates; • The operating and stock price performance of other comparable companies; • Negative public perception of us, our competitors, or industry; • Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other conditions affecting the financial and capital markets; • Changes in accounting standards, policies guidance, interpretations or principles; and • General economic conditions.
These factors include, without limitation: • Risks and uncertainties associated with public health matters and other events outside of our control; • Our business profile and market capitalization may not fit the investment objectives of any stockholder; • A shift in our investor base; • Our quarterly or annual earnings, or those of other comparable companies; • Actual or anticipated fluctuations in our operating results; • Risks relating to our ability to meet long-term forecasts; • Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic developments and other material events; • The failure of securities analysts to cover our Common Stock; • Changes in earnings estimates by securities analysts or our ability to meet those estimates; • The operating and stock price performance of other comparable companies; • Negative public perception of us, our competitors, or industry; • Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other conditions affecting the financial and capital markets; 31 Table of Contents • Changes in accounting standards, policies guidance, interpretations or principles; and • General economic conditions.
We have been, and may continue to be, impacted by inflation, higher costs associated with labor, newsprint, ink, printing plates, fuel, delivery costs and utilities, higher interest rates, and supply chain disruptions, including as a result of tariffs or retaliatory tariffs.
We have been, and may continue to be, impacted by inflation, higher costs associated with labor, newsprint, ink, printing plates, fuel, delivery costs and utilities, unpredictable interest rates, and supply chain disruptions, including as a result of tariffs or retaliatory tariffs.
We rely upon equity awards including stock option awards, restricted stock awards, restricted stock units and preferred stock units as a component of our employee and director compensation programs to align our directors', officers' and employees' interests with the interests of our stockholders, to attract and retain key talent and provide competitive compensation packages.
We rely upon equity awards including restricted stock awards, restricted stock units and preferred stock units as a component of our employee and director compensation programs to align our directors', officers' and employees' interests with the interests of our stockholders, to attract and retain key talent and provide competitive compensation packages.
Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of personal information or other confidential information of our customers or users, including payment card (credit or debit) information.
Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of personal information or other confidential information of our employees, customers or users, including payment card (credit or debit) information.
These provisions provide for: • Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon; • Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon; • Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote in the election of directors; • Our Board of Directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders; • Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the issued and outstanding shares of our Common Stock can elect all the directors standing for election; and • Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our amended and restated bylaws, only by unanimous written consent.
These provisions provide for: 33 Table of Contents • Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon; • Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon; • Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote in the election of directors; • Our Board of Directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders; • Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the issued and outstanding shares of our Common Stock can elect all the directors standing for election; and • Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our amended and restated bylaws, only by unanimous written consent.
Challenging economic conditions, especially higher inflation and interest rates, have had, and may continue to have, an adverse impact on our consumers and consumer spending, which, in turn, could materially and adversely affect our business.
Challenging economic conditions, especially higher inflation and unpredictable interest rates, have had, and may continue to have, an adverse impact on our consumers and consumer spending, which, in turn, could materially and adversely affect our business.
Adverse changes may also occur as a result of other events outside of our control, including pandemics and other health crises, political uncertainties, hostilities or social unrest, war, terrorism or other similar events, declining oil prices, wavering customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate values, natural disasters, severe weather events (which may occur with increasing frequency and intensity), or other factors affecting economic conditions in general.
Adverse changes may also occur as a result of other events outside of our control, including pandemics and other health crises, political uncertainties, hostilities or social unrest, actual or threatened war, terrorism or other similar events, declining oil prices, wavering customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate values, natural disasters, severe weather events (which may occur with increasing frequency and intensity), or other factors affecting economic conditions in general.
A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or those of our vendors, business partners, customers or users.
A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our employees, vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or those of our employees, vendors, business partners, customers or users.
Thus, holders of our Common Stock bear the risk of our future offerings reducing the market price of our Common Stock and diluting the value of their holdings in our stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Thus, holders of our Common Stock bear the risk of our future offerings reducing the market price of our Common Stock and diluting the value of their holdings in our stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 34
We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2024 with the assistance of third-party valuation specialists and determined that there were no goodwill or intangible impairments. Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and market conditions and their impact on operating performance.
We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2025 with the assistance of third-party valuation specialists and determined that there were no goodwill or intangible impairments. Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and market conditions and their impact on operating performance.
From time to time, investors (including holders of a significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to predict or monitor such ownership. Any sales in the public market of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Common Stock.
From time to time, investors (including holders of a significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to predict or monitor such ownership. Any sales of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Common Stock.
We believe our proprietary and other intellectual property rights are important to our success and our competitive position. 32 Table of Contents Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.
Our proprietary and other intellectual property rights are important to our success and our competitive position. 28 Table of Contents Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights.
A shortage of such employees, as well as increased turnover rates, could have an adverse impact on our productivity and costs, our ability to expand, develop and distribute new products, our entry into new markets, and our ability to achieve our business goals.
A shortage of qualified employees, as well as increased turnover rates, could have an adverse impact on our productivity and costs, our ability to expand, develop and distribute new products, our entry into new markets, and our ability to achieve our business goals.
Declines in the U.S. economy could also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and automotive. 26 Table of Contents The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
Declines in the U.S. economy could also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and automotive. The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness (including the notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will govern our future indebtedness.
In addition, our ability to repurchase the 2027 Notes and the 2031 Notes is limited by the agreements governing our existing indebtedness (including the 2031 Notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will govern our future indebtedness.
Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Our LocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. 25 Table of Contents Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively affect our operating results.
Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively affect our operating results.
Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic, financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of future pension contributions.
Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic, financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future 29 Table of Contents investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of future pension contributions.
Additionally, this creditor may have interests that diverge from our interests or interests of our stockholders, and it may exercise is rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of the Company.
Additionally, this creditor may have interests that diverge from our interests or interests of our stockholders, and it may exercise its rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of the Company.
The cost of retaining or hiring such employees could exceed our expectations, which could materially and adversely affect our results of operations and continued labor constraints may limit our profitability due to the impact of rising wages.
Additionally, the cost of retaining or hiring such employees could exceed our expectations, which could materially and adversely affect our results of operations, and labor constraints may limit our profitability due to the impact of rising wages.
AI applications also introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’ intellectual property, which could adversely affect our business and results of operations.
AI applications also introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to 26 Table of Contents train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’ intellectual property, which could adversely affect our business and results of operations.
Our DMS segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which account for a large majority of all U.S. internet searches and traffic.
Our LocaliQ segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which account for a large majority of all U.S. internet searches and traffic.
There can be no assurance that cost constraint actions, if any, taken in response to the pandemic or any future crisis outside our control, will offset possible future impacts of the crisis.
There can be no assurance that cost constraint actions, if any, taken in response to any future crisis outside our control, will offset possible future impacts of the crisis.
AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive harm, or legal liability. The EU and several U.S. states including California, Colorado and Utah have recently enacted AI- focused consumer protection laws.
AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive harm, or legal liability. The EU and several U.S. states including California, Colorado, New York, Texas and Utah have recently enacted AI-focused consumer protection laws.
The 2029 Term Loan Facility provides, and future credit agreements or other agreements relating to indebtedness to which we become a party may provide, that the occurrence of certain change of control events with respect to us would constitute a 23 Table of Contents default thereunder.
The 2029 Term Loan Facility provides, and future credit agreements or other agreements relating to indebtedness to which we become a party may provide, that the occurrence of certain change of control events with respect to us would constitute a default thereunder.
Our indebtedness, incurred from time to time, could have significant consequences on our future operations, including making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults, and limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy.
Our indebtedness, incurred from time to time, could have significant consequences on our future operations, including making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults, and limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the 18 Table of Contents industries in which we operate, and the overall economy.
The introduction of AI applications into our business may disrupt our relationship with employees and/or result in labor disputes if the AI tools are viewed as displacing work from newsrooms, which could adversely affect our business and results of operations.
In addition, the introduction of AI applications into our business may disrupt our relationship with employees and/or result in labor disputes if the AI tools are viewed as displacing work from newsrooms or other business functions, which could adversely affect our business and results of operations.
Sales or issuances of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales or issuances might occur, could adversely affect the market price of our Common Stock.
Sales or issuances of substantial amounts of shares of our Common Stock, or the perception that such sales or issuances might occur, could adversely affect the market price of our Common Stock.
These trends and developments have adversely affected, and may continue to adversely affect, our circulation and subscription revenue and advertisers' willingness to purchase advertising from us, as well as increase subscriber acquisition, retention, and other costs. Technological developments have in some cases also increased competition by lowering barriers to entry.
These trends and developments have adversely affected, and may continue to adversely affect, our circulation and subscription 17 Table of Contents revenue and advertisers' willingness to purchase advertising from us, as well as increase subscriber acquisition, retention, and other costs. Technological developments have in some cases also increased competition by lowering barriers to entry.
If we are unable to diversify our 24 Table of Contents traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which could materially and adversely affect our results of operations and financial condition.
If we are unable to diversify our traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which could materially and adversely affect our results of operations and financial condition.
Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including: • Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events, including, for example as a result of the continued impacts of Brexit on the relationship between the U.K. and Europe; • Difficulties or delays in developing a network of clients in international markets; • Restrictions on the ability of U.S. companies to do business in certain foreign countries; • Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business; • International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits; 27 Table of Contents • Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming employees; • Currency fluctuations and price controls or other restrictions on foreign currency; and • Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.
Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including: • Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events; • Difficulties or delays in developing a network of clients in international markets; 23 Table of Contents • Restrictions on the ability of U.S. companies to do business in certain foreign countries; • Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of our products in some jurisdictions or otherwise harm our business; • International intellectual property laws that may be insufficient to protect our intellectual property or permit us to successfully defend our intellectual property in international lawsuits; • Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions, which could make it more difficult to terminate underperforming employees; • Currency fluctuations and price controls or other restrictions on foreign currency; and • Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.
A default under the 2029 Term Loan Facility or any of our indentures could also lead to a default under the other agreements governing our existing or future 22 Table of Contents indebtedness (including the 2029 Term Loan Facility or any of our indentures, as the case may be).
A default under the 2029 Term Loan Facility or any of our indentures could also lead to a default under the other agreements governing our existing or future indebtedness (including the 2029 Term Loan Facility or any of our indentures, as the case may be).
We are currently operating in, and expect for the foreseeable future to continue to operate in, a period of economic uncertainty and market volatility, including as a result of higher inflation, unpredictable interest rates, supply chain disruptions, expanded or retaliatory tariffs, sanctions, quotas or other trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries), fluctuating foreign currency exchange rates, changes in governmental administrations, and other geopolitical events.
We are currently operating in, and expect for the foreseeable future to continue to operate in, a period of economic uncertainty and market volatility, including as a result of higher inflation, unpredictable interest rates, supply chain disruptions, expanded or retaliatory tariffs, sanctions, quotas or other trade barriers (including tariffs imposed or threatened to be imposed by the U.S. and any retaliatory actions taken by countries facing such tariffs), fluctuating foreign currency exchange rates, changes in governmental administrations and policies, and other geopolitical events.
To date, no cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business, 29 Table of Contents financial condition, or results of operations.
To date, no cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.
In addition, the existence of the 2027 Notes and the 2031 Notes may encourage short selling by market participants because the conversion of the 2027 Notes or the 2031 Notes could be used to satisfy short 37 Table of Contents positions.
In addition, the existence of the 2027 Notes and the 2031 Notes may encourage short selling by market participants because the conversion of the 2027 Notes or the 2031 Notes could be used to satisfy short positions.
Future volatility and disruption in the equity and bond markets could cause declines in the asset values of our pension plans. As of December 31, 2024 , the value of our pension assets exceeded our pension benefit obligations and our retirement plans were overfunded by approximately $156.6 million on a U.S. generally accepted accounting principles ("U.S. GAAP") basis.
Future volatility and disruption in the equity and bond markets could cause declines in the asset values of our pension plans. As of December 31, 2025 , the value of our pension assets exceeded our pension benefit obligations and our retirement plans were overfunded by approximately $171.2 million on a U.S. generally accepted accounting principles ("U.S. GAAP") basis.
We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in the future. 36 Table of Contents Our 2029 Term Loan Facility contains terms that restrict our ability to pay dividends or make other distributions.
We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in the future. In addition, our 2029 Term Loan Facility contains terms that restrict our ability to pay dividends or make other distributions.
The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.
The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract or retain skilled or experienced personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.
Any measures taken to preserve cash flow and defer payments into future periods, such as the deferral of pension obligations in connection with the COVID-19 pandemic, could have a greater impact on cash flow in future periods as we also incur such payments in the normal course of business.
Any measures taken to preserve cash flow and defer payments into future periods, such as the deferral of pension obligations, could have a greater impact on cash flow in future periods as we also incur such payments in the normal course of business.
As of December 31, 2024 , our outstanding indebtedness included (i) $850.0 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii) $38.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii) $223.7 million of 6.000% Senior Secured Convertible Notes due 2031 ("2031 Notes").
As of December 31, 2025 , our outstanding indebtedness included (i) $729.5 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii) $24.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii) $223.7 million of 6.000% Senior Secured Convertible Notes due 2031 ("2031 Notes").
Pursuant to the Termination Agreement, our indemnification obligations to the Former Manager and its affiliates under the Former Management Agreement survive its termination indefinitely.
Pursuant to the Termination Agreement, our indemnification obligations to the Former Manager and its affiliates under the Former Management Agreement survived its termination.
Based on the number of shares outstanding on February 14, 2025 , conversion of all of the 2027 Notes and all of the 2031 Notes into Common Stock (assuming no adjustments to the Conversion Rate) would result in the issuance of an aggregate of 52.4 million shares of the Common Stock representing approximately 26% of the shares outstanding as of February 14, 2025 and conversion of all of the 2027 Notes and 2031 Notes into Common Stock (assuming the maximum increase in the Conversion Rate as a result of certain events, including, subject to exceptions as described in the Indenture, the acquisition of 50% or more of voting power of our securities by a person or group, a stockholder-approved liquidation of us, the delisting of our Common Stock, or certain changes of control, but no other adjustments to the Conversion Rate) would result in the issuance of an aggregate of 166.4 million shares of the Common Stock representing approximately 53% of the shares outstanding as of February 14, 2025 .
Based on the number of shares outstanding on February 20, 2026 , conversion of all of the 2027 Notes and all of the 2031 Notes into Common Stock (assuming no adjustments to the Conversion Rate) would result in the issuance of an aggregate of 49.6 million shares of the Common Stock representing approximately 25% of the shares outstanding as of February 20, 2026 and conversion of all of the 2027 Notes and 2031 Notes into Common Stock (assuming the maximum increase in the Conversion Rate as a result of certain events, including, subject to exceptions as described in the Indenture, the acquisition of 50% or more of voting power of our securities by a person or group, a stockholder-approved liquidation of us, the delisting of our Common Stock, or certain changes of control, but no other adjustments to the Conversion Rate) would result in the issuance of an aggregate of 158.1 million shares of the Common Stock representing approximately 52% of the shares outstanding as of February 20, 2026 .
The Newsquest segment operates in the U.K., and the DMS segment has international sales operations in the U.K., Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from international operations comprised 11% of our total revenue for the year ended December 31, 2024 .
The Newsquest segment operates in the U.K., and the LocaliQ segment has international sales operations in the U.K., Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from international operations comprised 12% of our total revenues for the year ended December 31, 2025 .
Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced. • A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability. • A number of our employees are unionized, and our business and results of operations could be materially adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. • FIG LLC (the " Former Manager " ) is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our former management agreement (the " Former Management Agreement ") , and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions. • Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate liquidity. • Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes, could materially adversely affect the market price of our Common Stock. • We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay dividends, and we may not be able to pay dividends in the future or at all. • The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of the 2031 Notes. • An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards. • Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock. • Our ability to compete may be materially and adversely affected if adequate capital is not available.
Our ability to continue a competitive long-term equity-based incentive program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to be reduced. • A number of our employees are unionized, and our business and results of operations could be materially adversely affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations. • FIG LLC (the " Former Manager " ) is not liable to us for certain acts or omissions performed in accordance with, and prior to the termination of, our former management agreement (the " Former Management Agreement ") , and for certain matters in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or omissions. • Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate liquidity. • Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes, could materially adversely affect the market price of our Common Stock. • We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay dividends, and we may not be able to pay dividends in the future or at all. • The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of the 2031 Notes. • Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock. • Our ability to compete may be materially and adversely affected if adequate capital is not available.
The Stock Repurchase Program does not require us to repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program.
The Stock Repurchase Program does not require us to repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program or that it will enhance long-term stockholder value.
In addition, a change of control may constitute a default under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes. • Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term. • We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams. • Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business. • Any required changes in practices and techniques to enhance the customer experience, including for enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently. • Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations. • Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the demographics of the local communities that we serve. • The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results. • Evolving regulatory matters may impact our business. • If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be impaired, and our business may be harmed. • Our financial results are subject to risks associated with our international operations. • Foreign exchange variability could materially and adversely affect our consolidated operating results. • Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition. • Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements. • Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
In addition, a change of control may constitute a default under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes. • We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams. • Our LocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business. • Any required changes in practices and techniques to enhance the customer experience, including for enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently. • Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations. • Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the demographics of the local communities that we serve. • The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results. • If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be impaired, and our business may be harmed. • Our financial results are subject to risks associated with our international operations. • Foreign exchange variability could materially and adversely affect our consolidated operating results. • Our possession and use of personal information and the use of payment cards by our customers and users present risks and expenses that could harm our business.
Accordingly, future events outside of our control may have the effect of heightening various risks described in this Annual Report on Form 10-K.
Accordingly, future events outside of our control may have the effect of heightening various risks described in this Annual Report on Form 10-K and our other filings with the SEC .
In addition, if we fail to follow payment card industry data security standards, even if there is no compromise of customer information, we could incur significant fines or lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our business would be seriously harmed.
In addition, if we fail to follow payment card industry data security standards, even if there is no compromise of customer information, we could incur significant fines or lose our ability to give our customers the option of using payment cards.
Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control. The terms of our indebtedness impose significant operating and financial restrictions on us.
Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.
It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate.
As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate.
In such a case, a non-cash charge to earnings may be necessary in the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2024 , the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $530.0 million , $166.7 million and $263.7 million , respectively .
In such a case, a non-cash charge to earnings may be necessary in the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2025 , the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $518.8 million , $164.1 million and $173.7 million , respectively .
For example, our business USA TODAY NETWORK Ventures produces local events. There can be no assurance that we will be able to grow revenue from these or other complementary businesses we may develop internally or acquire, or that any revenue generated by new business lines will be adequate to offset revenue declines from our legacy businesses.
There can be no assurance that we will be able to grow revenue from these or other complementary businesses we may develop internally or acquire, or that any revenue generated by new business lines will be adequate to offset revenue declines from our legacy businesses.
Further, an unpredictable or volatile U.S. political environment, including any social unrest and uncertainty as a result of the change in the U.S. presidential administration, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which could have a material adverse impact on our stock price, financial condition and results of operations.
Further, an unpredictable or volatile U.S. political environment could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which could have a material adverse impact on our stock price, financial condition and results of operations.
The compliance costs and operational burdens imposed by these laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate.
Failure to protect confidential personal data, provide individuals with adequate notice of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate.
We also believe that maintaining and enhancing our brand and reputation is critical to growing our user base, advertiser relationships, and partnerships. Maintaining and enhancing our reputation and brand depends on many factors, including factors that are beyond our control.
We believe our reputation and the trust we have built with our audiences have contributed to our success. We also believe that maintaining and enhancing our brand and reputation is critical to growing our user base, advertiser relationships, and partnerships. Maintaining and enhancing our reputation and brand depends on many factors, including factors that are beyond our control.
Risks Related to Macroeconomic Factors Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations .
Risks Related to Macroeconomic Factors Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or international political environment, and other events outside of our control, have had, and may in the future have, a material and adverse impact on our business, financial condition, and results of operations . 21 Table of Contents Current and future conditions in the economy are inherently uncertain and are impacted by political, market, health and social events and conditions.
The 2027 Notes and the 2031 Notes each bear interest at a rate of 6.00% per annum. Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments.
The 2027 Notes and the 2031 Notes each bear interest at a rate of 6.00% per annum. Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. The 2029 Term Loan Facility is amortized at a rate of $17.3 million per quarter.
For example, in the event of the termination of a multiemployer pension plan, or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur material withdrawal liabilities.
For example, in the event of the termination of a multiemployer pension plan, or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur material withdrawal liabilities. Our pension plans invest in a variety of equity and debt securities.
The timely procurement of necessary production materials is critical and any significant increase in the cost of newsprint, or undersupply or other significant disruption in the newsprint supply chain, could have a material adverse effect on our business, results of operations and financial condition.
The timely procurement of necessary production materials is critical and any significant increase in the cost of newsprint, or undersupply or other significant disruption in the newsprint 27 Table of Contents supply chain that could not otherwise be mitigated, or the unavailability of materials needed for printing, could have a material adverse effect on our business, results of operations and financial condition.
The success of our business depends heavily on our ability to attract and retain knowledgeable, experienced personnel that execute critical functions for us, any of whom may be difficult to replace. It will also be necessary for us to be able to continue to attract, retain and engage such qualified personnel in the future.
The success of our business depends heavily on our ability to attract, engage and retain knowledgeable, experienced personnel that execute critical functions for us, any of whom may be difficult to replace.
If an actual or perceived incident or breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users.
If an actual or perceived incident or breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users. In addition, if hackers manipulate or misrepresent our news reporting, our reputation could be harmed.
In addition, future offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions, may be dilutive and materially and adversely affect the market price of our Common Stock. 38 Table of Contents Our ability to be competitive in the marketplace is dependent on the availability of adequate capital.
In addition, future offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions, may be dilutive and materially and adversely affect the market price of our Common Stock.
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.
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.
If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our publications, revenues and profitability in that market could be materially and adversely affected.
These events can also cause temporary or long-term business closures in affected areas. If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our publications, revenues and profitability in that market could be materially and adversely affected.
We may be constrained in hiring and retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector, any hiring freeze we have or may in the future impose, any pandemic or public health crises, or due to challenging macroeconomic market 34 Table of Contents conditions.
We may be constrained in hiring and retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector, hiring freezes, public health crises, or due to challenging macroeconomic market conditions.
Our information systems, both online and on-premise, store and process large amounts of confidential employee, subscriber and other user data, such as names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and identity security is critical.
Our information systems, both online and on-premise, store and process large amounts of confidential employee data and data of our subscribers , business customers, prospects, visitors to our websites, attendees at our events and other users , such as names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and identity security is critical.
The failure to realize those benefits could have a material adverse effect on our business, results of operations and financial condition. 21 Table of Contents Some of our current and potential competitors may have fewer regulatory burdens, better competitive positions in certain areas, greater access to sources of content, data, technology or other services or strategic relationships or easier access to financing, which may allow them to respond more effectively to changes in technology, consumer and customer needs, preferences and behavior and market conditions.
Some of our current and potential competitors may have fewer regulatory burdens, better competitive positions in certain areas, greater access to sources of content, data, technology or other services or strategic relationships or easier access to financing, which may allow them to respond more effectively to changes in technology, consumer and customer needs, preferences and behavior and market conditions.
Our ability to supply the needs of our print operations depends upon the continuing availability of newsprint at an acceptable price, and our results of operations may be impacted significantly by changes in newsprint prices.
Our ability to supply the needs of our print operations depends upon the continuing availability of materials needed for printing, including newsprint, plates and ink, at acceptable prices, and our results of operations may be impacted significantly by changes in prices or the availability of such materials.
The Company does not currently anticipate repurchasing any shares of Common Stock during the first quarter of 2025. Our stock repurchases, if any, could affect the trading price of our stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.
Our stock repurchases, if any, could affect the trading price of our stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.
For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units.
For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units. We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition .
We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be external or internal threat actors, to breach our security and compromise our information technology systems .
If we were unable to accept payment cards, our business would be seriously harmed. 24 Table of Contents We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be external or internal threat actors, to breach our security and compromise our information technology systems .
We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams. Print-related revenue streams have continued to decline at a significant pace. We have focused on offsetting traditional print advertising and circulation revenue declines in part by diversifying our sources of revenue through the development and acquisition of complementary businesses with growth potential.
Print-related revenue streams have continued to decline at a significant pace. We have focused on offsetting traditional print advertising and circulation revenue declines in part by diversifying our sources of revenue through the development and acquisition of complementary businesses with growth potential. For example, our business USA TODAY NETWORK Ventures produces local events.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSpecifically, our Chief Information Security Officer has approximately 10 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public media companies and is a certified boardroom Qualified Technology Expert and our Chief Technology Officer has approximately 16 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs .
Biggest changeSpecifically, our Chief Information Security Officer has approximately 11 years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public media companies and is a certified boardroom Qualified Technology Expert and Certified Information Systems Security Professional .
We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training, 39 threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and assessments performed by qualified security personnel and by third-party firms.
We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training, threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and assessments performed by qualified security personnel and by third-party firms.
In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management responsible for the function where the risk has been identified.
In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology and Data Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management responsible for the function where the risk has been identified.
In 2024 , our business strategy, results of operations, and financial condition were not materially affected by risks from cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
In 2025 , our business strategy, results of operations, and financial condition were not materially affected by risks from cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading "Risks Related to Cybersecurity and Artificial Intelligence" under Risk Factors in this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
We describe whether and how risks from identified cybersecurity threats, including as a result of any 35 previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading "Risks Related to Personal Information, Cybersecurity, Artificial Intelligence, and Other Technology" under Risk Factors in this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
Each quarter or as needed, the Board of Directors receives an overview from management of our cybersecurity program and strategy covering topics such as cybersecurity incidents and response, progress towards pre-determined risk-mitigation-related goals, results from third-party assessments, cybersecurity staffing, compliance status, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to any such risks.
Quarterly or as needed, our directors receive an overview from management of our cybersecurity program and strategy covering topics such as cybersecurity incidents and response, progress towards pre-determined risk-mitigation-related goals, results from third-party assessments, cybersecurity staffing, compliance status, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to any such risks.
In such sessions, our Chief Information Security Officer is available to the Board of Directors to discuss any relevant cybersecurity matters. In addition, at least bi-annually, the Chief Information Security Officer and Chief Technology Officer report to the Board of Directors about cybersecurity threat risks, among other cybersecurity related matters.
In such sessions, our Chief Information Security Officer is available to the directors to discuss any relevant cybersecurity matters. In addition, at least bi-annually, the Chief Information Security Officer reports to the Governance Committee about cybersecurity threat risks, among other cybersecurity related matters.
Governance Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors and management. Our Board of Directors is responsible for the oversight of risks from cybersecurity threats.
Governance Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors and management. Our Board of Directors has delegated oversight of risks from cybersecurity threats to its Nominating and Corporate Governance Committee (the "Governance Committee").
Our cybersecurity risk management and strategy processes discussed above, are led by our Chief Information Security Officer and Chief Technology Officer , both of whom are Certified Information Systems Security Professionals.
Our cybersecurity risk management and strategy processes discussed above are led by our Chief Information Security Officer and Chief Technology and Data Officer .

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIncluded in Newsquest's 11 owned premises is one production facility. 40 Table of Contents Our digital marketing services companies under the brand LocaliQ is headquartered in Woodland Hills, California, and has sales and other offices and data centers in two locations in two states: California and Texas.
Biggest changeOf this, approximately 270 thousand square feet spread over 44 locations are leased from third parties, including three production facilities. Included in Newsquest's 11 owned premises is one production facility. LocaliQ is headquartered in Woodland Hills, California, and has sales offices in two states: California and Texas, which occupy approximately 84 thousand square feet.
All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our 2029 Term Loan Facility, 2031 Notes and 2027 Notes. We believe our current facilities, including the terms and conditions of the relevant lease agreements, are adequate to operate our businesses as currently conducted.
All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our 2029 Term Loan Facility , 2027 Notes and 2031 Notes . We believe our current facilities, including the terms and conditions of the relevant lease agreements, are adequate to operate our businesses as currently conducted.
We own some of the plants that house most aspects of the publication process but in certain locations have outsourced printing or combined the printing of multiple publications. Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 450 thousand square feet in the U.K. spread over 59 locations.
We own some of the plants that house most aspects of the publication process but in certain locations have outsourced printing or combined the printing of multiple publications. Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 420 thousand square feet in the U.K. spread over 55 locations.
Our domestic facilities, excluding our corporate headquarters above, occupy approximately 5.3 million square feet in the aggregate, of which approximately 3.9 million square feet are leased from third parties. Many of our local media organizations also have outside news bureaus, sales offices, and distribution centers that are leased from third parties.
Our USA TODAY Media facilities, which are all domestic, occupy approximately 3.9 million square feet in the aggregate, of which approximately 3.0 million square feet are leased from third parties. Leased facilities include news bureaus, sales offices, and distribution centers.
In addition, LocaliQ has 11 locations in four other countries: Australia, India, New Zealand, and the Netherlands. These properties include leased buildings and data centers. In total, LocaliQ properties occupy approximately 160 thousand square feet. Excluded from total square footage but included in location counts are serviced office spaces.
In addition, LocaliQ leases approximately 11 thousand square feet across five locations in two countries: Australia and New Zealand . Excluded from the international square footage but included in location counts are serviced office spaces.
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Of this, approximately 300 thousand square feet spread over 48 locations are leased from third parties, including three production facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings may be found in Note 13 — Commitments, contingencies and other matters — Legal Proceedings of the notes to the Consolidated financial statements , which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings may be found in Note 14 — Commitments, contingencies and other matters — Legal Proceedings of the notes to the Consolidated financial statements , which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 36 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024 , the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million . The Company does not currently anticipate repurchasing any shares of Common Stock during the first quarter of 2025 . ITEM 6. [RESERVED] 42 Table of Contents
Biggest changeAs of December 31, 2025 , the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million . ITEM 6. [RESERVED] 37 Table of Contents
Issuer Purchases of Equity Securities In February 2022, our Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our Common Stock, par value $0.01 per share.
Issuer purchases of equity securities Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our Common Stock, par value $0.01 per share.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "GCI." As of February 14, 2025 , there were approximately 3,707 holders of record of our Common Stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market information and holders Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "TDAY." As of February 20, 2026 , there were approximately 3,432 holders of record of our Common Stock.
We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program. During the year ended December 31, 2024 , we did not repurchase any shares of Common Stock under the Stock Repurchase Program.
We cannot assure stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program or that it will enhance long-term stockholder value. During the year ended December 31, 2025 , we did not repurchase any shares of Common Stock under the Stock Repurchase Program.

Item 7. Management's Discussion & Analysis

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

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Biggest changeRevenues The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Digital advertising $ 53,481 $ 50,362 $ 3,119 6% Digital marketing services 7,941 8,920 (979) (11%) Digital-only subscription 7,158 5,237 1,921 37% Digital other 10,713 10,391 322 3% Digital 79,293 74,910 4,383 6% Print advertising 74,211 74,844 (633) (1%) Print circulation 67,082 68,042 (960) (1%) Commercial and other (a) 18,687 16,184 2,503 15% Print and commercial 159,980 159,070 910 1% Total revenues $ 239,273 $ 233,980 5,293 2% (a) For the years ended December 31, 2024 and 2023 , included Commercial printing revenues of $10.2 million and $8.0 million , respectively.
Biggest changeSelling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 : Year ended December 31, In thousands 2025 2024 $ Change % Change Compensation and benefits $ 48,060 $ 47,517 $ 543 1% Outside services and other 12,493 15,352 (2,859) (19%) Total selling, general and administrative expenses $ 60,553 $ 62,869 $ (2,316) (4%) For the year ended December 31, 2025 , Outside services and other costs decreased compared to 2024 , mainly due to various lower miscellaneous expenses, including a decrease of $2.0 million related to professional fees. 51 Table of contents Newsquest segment 2024 compared to 2023 A summary of our Newsquest segment results for the years ended December 31, 2024 and 2023 is presented below: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital $ 79,293 $ 74,910 $ 4,383 6% Print and commercial 159,980 159,070 910 1% Segment revenues 239,273 233,980 5,293 2% Operating costs 122,995 120,264 2,731 2% Selling, general and administrative expenses 62,869 63,588 (719) (1%) Segment Adjusted EBITDA $ 53,409 $ 50,128 $ 3,281 7% Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Digital advertising $ 53,481 $ 50,362 $ 3,119 6% Digital marketing services 7,941 8,920 (979) (11%) Digital-only subscription 7,158 5,237 1,921 37% Digital other 10,713 10,391 322 3% Digital 79,293 74,910 4,383 6% Print advertising 74,211 74,844 (633) (1%) Print circulation 67,082 68,042 (960) (1%) Commercial and other (a) 18,687 16,184 2,503 15% Print and commercial 159,980 159,070 910 1% Segment revenues $ 239,273 $ 233,980 5,293 2% (a) I ncluded Commercial printing revenues of $10.2 million and $8.0 million f or the years ended December 31, 2024 and 2023 , respectively.
Integration and reorganization costs For the year ended December 31, 2024 , we incurred Integration and reorganization costs of $66.2 million .
For the year ended December 31, 2024 , we incurred Integration and reorganization costs of $66.2 million .
Operating expenses The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Outside services $ 300,523 $ 294,073 $ 6,450 2% Compensation and benefits 36,684 35,604 1,080 3% Other 6,575 6,379 196 3% Total operating costs $ 343,782 $ 336,056 $ 7,726 2% For the year ended December 31, 2024 , Outside services costs increased compared to 2023 , due to an increase in expenses associated with third-party media fees driven by higher costs of search.
Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Outside services $ 300,523 $ 294,073 $ 6,450 2% Compensation and benefits 36,684 35,604 1,080 3% Other 6,575 6,379 196 3% Total operating costs $ 343,782 $ 336,056 $ 7,726 2% For the year ended December 31, 2024 , Outside services costs increased compared to 2023 , due to an increase in expenses associated with third-party media fees driven by higher costs of search.
Revenues Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our publications, as well as digital content syndication, affiliate and content partnerships, and licensing revenues.
Revenues Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.
For the year ended December 31, 2024 , Outside services and other costs, which include services fulfilled by third parties, decreased compared to 2023 , primarily due to lower bad debt expense of approximately $6.3 million , and lower miscellaneous expenses of approximately $5.6 million , including lower product and finance costs, partially offset by higher promotion and technology costs.
For the year ended December 31, 2024 , Outside services and other costs, which include services fulfilled by third parties, decreased compared to 2023 , primarily due to lower bad debt expense of approximately $6.3 million , and lower miscellaneous expenses of approximately $5.8 million , including lower product and finance costs, partially offset by higher promotion and technology costs.
The tax provision for 2022 was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were offset by the tax benefit of the pre-tax book loss.
The tax provision for 2023 was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were offset by the tax benefit of the pre-tax book loss.
As of December 31, 2024 , we had no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Contractual obligations and commitments We enter into various contractual arrangements as a part of our operations.
As of December 31, 2025 , we had no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Contractual obligations and commitments We enter into various contractual arrangements as a part of our operations.
Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations, including our network of local properties, in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the " U.K. "), we provide essential journalism, local content, and digital experiences to audiences and businesses.
Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and our network of local properties , in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the " U.K. "), we provide essential journalism, local content, and digital experiences to audiences and businesses.
See Note 11 — Income taxes to the Consolidated financial statements for a further discussion of income taxes. In addition, we have purchase obligations which include digital licenses and information technology services, professional services, interactive marketing agreements, and other legally binding commitments.
See Note 12 — Income taxes to the Consolidated financial statements for a further discussion of income taxes. In addition, we have purchase obligations which include professional services, digital licenses and information technology services, interactive marketing agreements, and other legally binding commitments.
We continue to adapt by diversifying our digital strategies and optimizing content distribution to mitigate these impacts. • The application of artificial intelligence ("AI") and the rapid rate of change within the AI ecosystem is increasing the pace of change in the media sector.
We continue to adapt by diversifying our digital strategies and optimizing content distribution to mitigate these impacts. • The application of AI and the rapid rate of change within the AI ecosystem is increasing the pace of change in the media sector.
For the year ended December 31, 2024 , Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023 , primarily due to a decrease in news and editorial expenses of $13.1 million , mainly due to the cease-use of certain licensed content, a decrease in event related expenses of approximately $5.1 million , mainly due to the decline in revenues, and a decrease in third-party media fees of approximately $3.7 million , partially offset by an increase in outside printing costs of $3.9 million .
For the year ended December 31, 2024 , Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023 , primarily due to a decrease in news and editorial expenses of $12.9 million , mainly due to the cease-use of certain licensed content, a decrease in event related expenses of approximately $5.2 million , mainly due to the decline in revenues, and a decrease in third-party media fees of approximately $3.7 million , partially offset by an increase in outside printing costs of $3.9 million .
Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU. 50 Table of Contents For the year ended December 31, 2024 , Digital other revenues increased compared to 2023 , primarily due to an increase in affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were sunset.
Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU. For the year ended December 31, 2024 , Digital other revenues increased compared to 2023 , primarily due to an increase in affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were sunset.
If we elect to perform a qualitative assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for 71 Table of Contents impairment.
If we elect to perform a qualitative assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment.
For the year ended December 31, 2024 , Print advertising revenues decreased compared to 2023 , primarily due to a decrease in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications and real estate advertisements.
For the year ended December 31, 2024 , Print advertising revenues decreased compared to 2023 , primarily due to a decrease in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers 48 Table of contents driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications and real estate advertisements.
As of December 31, 2024 , material obligations discussed in the notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 8 — Debt , (ii) operating leases discussed in Note 4 — Leases , and (iii) pension and postretirement benefits discussed in Note 9 — Pensions and other postretirement benefit plans .
As of December 31, 2025 , material obligations discussed in the notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 9 — Debt , (ii) operating leases discussed in Note 4 — Leases , and (iii) pension and postretirement benefits discussed in Note 10 — Pensions and other postretirement benefit plans .
The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other long-lived assets.
We continually evaluate whether current factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other long-lived assets.
If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of such asset group exceeds its fair value.
If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of 59 Table of Contents such asset group exceeds its fair value.
These capital expenditures are anticipated to be primarily comprised of projects related to digital product development, costs associated with our print and technology systems, and system upgrades. Our leverage may adversely affect our business and financial performance and restricts our operating flexibility.
These capital expenditures are anticipated to be primarily comprised of projects related to digital product development, costs associated with our technology systems, print facilities, office facilities and equipment upgrades. Our leverage may adversely affect our business and financial performance and restricts our operating flexibility.
We have the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, although we did not elect to use this option for the Company's evaluation as of November 30, 2024 .
We have the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, although we did not elect to use this option for our evaluation as of November 30, 2025 .
For our principal retirement plan, we used an assumption of 5.25% for our expected return on pension plan assets for 2024 . If we were to reduce our expected rate of return assumption by 50 basis points, the benefit for 2024 would have increased by approximately $4.4 million .
For our principal retirement plan, we used an assumption of 5.25% for our expected return on pension plan assets for 2025 . If we were to reduce our expected rate of return assumption by 50 basis points, the benefit cost for 2025 would have increased by approximately $4.1 million .
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital marketing solutions company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth.
While the Company believes its judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit.
While we believe our judgments represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit.
The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible assets for the year ended December 31, 2024 . See Note 6 — Goodwill and intangible assets for further discussion.
The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible assets for the year ended December 31, 2025 . See Note 7 — Goodwill and intangible assets for further discussion.
Additionally, we generate cash through commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services. For the year ended December 31, 2024 , cash flows provided by operating activities were $100.3 million compared to $94.6 million for the year ended December 31, 2023 .
Additionally, we generate cash through commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services. For the year ended December 31, 2025 , cash flows provided by operating activities were $114.4 million compared to $100.3 million for the year ended December 31, 2024 .
For the year ended December 31, 2024 , Compensation and benefits costs decreased compared to 2023 , primarily due to lower payroll expense of $15.9 million , mainly driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser extent, lower employee benefit costs of $2.3 million .
For the year ended December 31, 2024 , Compensation and benefits costs decreased compared to 2023 , primarily due to lower payroll expense of $10.5 million , mainly driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser extent, lower employee benefit costs of $1.8 million .
When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation. (b) For the years ended December 31, 2024 , 2023 , and 2022 , included Commercial printing and delivery revenues of $152.0 million , $186.1 million , and $211.8 million , respectively.
When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation. (b) Included Commercial printing and delivery revenues of $121.4 million , $152.0 million and $186.1 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.
We are exposed to potential increases in interest rates associated with our new $900.0 million five-year first lien term loan facility (the " 2029 Term Loan Facility "), which as of December 31, 2024 , accounted for approximately 76% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan facility (the " 2029 Term Loan Facility "), which as of December 31, 2025 , accounted for approximately 75% of our outstanding 39 Table of contents debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K.
Core platform average revenue per user ("Core platform ARPU") increased 5.3% for the year ended December 31, 2024 . Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.
Core platform ARPU increased 5.3% for the year ended December 31, 2024 , Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.
Cash flows (used for) provided by investing activities : For the year ended December 31, 2024 , cash flows used for investing activities were $28.0 million compared to $47.0 million in cash flows provided by investing activities for the year ended December 31, 2023 .
Cash flows provided by (used for) investing activities : For the year ended December 31, 2025 , cash flows provided by investing activities were $9.0 million compared to $28.0 million in cash flows used for investing activities for the year ended December 31, 2024 .
A 50 basis point change in the discount rate used to calculate the benefit for 2024 would have decreased total pension plan expense for 2024 by approximately $2.5 million .
A 50 basis point change in the discount rate used to calculate the benefit cost for 2025 would have decreased total pension plan expense for 2025 by approximately $2.3 million .
The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $ 78,709 $ 76,190 $ 2,519 3% Outside services and other 12,272 12,440 (168) (1%) Total selling, general and administrative expenses $ 90,981 $ 88,630 $ 2,351 3% 61 Table of Contents For the year ended December 31, 2024 , Compensation and benefits costs increased compared to 2023 , primarily due to higher payroll expense of $1.7 million , driven by higher wages, and higher employee benefit costs of $0.8 million .
Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $ 78,709 $ 76,190 $ 2,519 3% Outside services and other 11,638 12,440 (802) (6%) Total selling, general and administrative expenses $ 90,347 $ 88,630 $ 1,717 2% For the year ended December 31, 2024 , Compensation and benefits costs increased compared to 2023 , primarily due to higher payroll expense of $1.7 million , driven by higher wages and higher employee benefit costs of $0.8 million .
We anticipate interest payments associated with our long-term debt totaling $91.7 million in 2025 , $84.3 million in 2026 and $201.9 million thereafter. Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2024 , we are unable to make reasonably reliable estimates of the period of cash settlement.
We anticipate interest payments associated with our long-term debt totaling $74.9 million in 2026 , $67.3 million in 2027 and $122.3 million thereafter. Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits at December 31, 2025 , we are unable to make reasonably reliable estimates of the period of cash settlement.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the discount rate at the end of 2024 would have increased plan obligations by approximately $28.3 million .
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the discount rate at the end of 2025 would have increased plan obligations by approximately $21.1 million .
Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments.
Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results.
The 2027 Notes and 2031 Notes may be converted at any time by the Holders into cash, shares of our Common Stock or any combination of cash and Common Stock, at the Company's election.
The 2027 Notes and 2031 Notes may be converted at any time by the Holders into cash, shares of our common stock, par value $0.01 per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election.
GAAP requires management to make decisions based on estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable principles and the use of judgment in their application, the results of which could differ from those anticipated.
CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make decisions based on estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable principles and the use of judgment in their application, the results of which could differ from those anticipated.
The tax benefit for 2024 was primarily impacted by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion.
The tax benefit for 2024 was primarily impacted by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion. 43 Table of contents Our effective tax rate for the year ended December 31, 2023 was not meaningful .
(a) Amounts are net of intersegment eliminations of $151.8 million , $150.5 million and $143.5 million for the years ended December 31, 2024 , 2023 and 2022 , respectively, which represent digital marketing services revenues and expenses associated with products sold by sales teams in our Domestic Gannett Media and Newsquest segments but fulfilled by our DMS segment.
(a) Amounts are net of intersegment eliminations of $134.0 million , $151.8 million and $150.5 million for the years ended December 31, 2025 , 2024 and 2023 , respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment.
For the year ended December 31, 2023 , Print circulation revenues decreased compared to 2022 , due to a decline in home delivery as a result of a reduction in the volume of subscribers, partially offset by an increase in rates, as well as a decline in single copy due to a reduction in volume.
For the year ended December 31, 2025 , Print circulation revenues decreased compared to 2024 , primarily due to a decline in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially offset by an increase in rates.
(a) Digital revenues are solely generated by digital marketing services revenues. Revenues For the year ended December 31, 2024 , Digital revenues remained essentially flat compared to 2023 , primarily due to a decline in revenues from non-core products which were sunset, offset by growth in the core direct business.
Revenues For the year ended December 31, 2024 , Digital revenues remained essentially flat compared to 2023 , primarily due to a 54 Table of contents decline in revenues from non-core products which were sunset, offset by growth in the core direct business.
For the year ended December 31, 2024 , Digital-only subscription revenues increased compared to 2023 , primarily due to an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 21.2% , mainly due to higher rates.
For the year ended December 31, 2024 , Digital marketing services revenues increased compared to 2023 , primarily due to an increase in client spend. For the year ended December 31, 2024 , Digital-only subscription revenues increased compared to 2023 , primarily due to an increase in Digital-only ARPU of 21.2% , mainly due to higher rates.
NON-GAAP FINANCIAL MEASURES A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.
A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure. Total Adjusted EBITDA has limitations as an analytical tool.
GAAP net income (loss) include: the exclusion of the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results. Management believes these items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial performance measures to supplement our U.S.
GAAP net income (loss) include: the exclusion of the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results. Management believes Total Adjusted EBITDA is important in evaluating our performance, results of operations, and financial position.
As of December 31, 2024 , we had future purchase obligations totaling $85.7 million due in 2025 , $55.4 million due in 2026 , and $25.4 million due thereafter. We have certain contracts to purchase newsprint that require us to purchase a percentage of our total requirements for production at market rate.
As of December 31, 2025 , we had future purchase obligations totaling $115.5 million due in 2026 , $77.4 million due in 2027 , and $127.9 million due thereafter . We have certain contracts to purchase newsprint that require us to purchase a percentage of our total requirements for production at market rate.
The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $ 47,517 $ 47,350 $ 167 —% Outside services and other 15,740 16,597 (857) (5%) Total selling, general and administrative expenses $ 63,257 $ 63,947 $ (690) (1%) For the year ended December 31, 2024 , Outside services and other costs decreased compared to 2023 , primarily due to lower technology related expenses of approximately $0.8 million and lower bad debt expense of approximately $0.2 million .
Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $ 47,517 $ 47,350 $ 167 —% Outside services and other 15,352 16,238 (886) (5%) Total selling, general and administrative expenses $ 62,869 $ 63,588 $ (719) (1%) For the year ended December 31, 2024 , Outside services and other costs decreased compared to 2023 , primarily due to lower technology related expenses of $0.7 million and lower bad debt expense of $0.2 million .
The decrease in interest expense for the year ended December 31, 2024 compared to 2023 , was primarily due to quarterly amortization payments and required prepayments on our prior five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan"), and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes").
The decrease in interest expense for the year ended December 31, 2024 compared to 2023 , was primarily due to a lower debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan, and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes").
Details of our cash flows are included in the table below: Year ended December 31, In thousands 2024 2023 Cash provided by operating activities $ 100,310 $ 94,574 Cash (used for) provided by investing activities (27,950) 46,979 Cash used for financing activities (68,853) (135,511) Effect of currency exchange rate change on cash 2,062 (234) Increase in cash, cash equivalents and restricted cash $ 5,569 $ 5,808 Cash flows provided by operating activities : Our largest source of cash provided by operating activities is cash generated through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as well as retail, classified, and online revenues.
Details of our cash flows are included in the table below: Year ended December 31, In thousands 2025 2024 Cash provided by operating activities $ 114,389 $ 100,310 Cash provided by (used for) investing activities 8,970 (27,950) Cash used for financing activities (139,837) (68,853) Effect of currency exchange rate change on cash (1,891) 2,062 (Decrease) increase in cash, cash equivalents and restricted cash $ (18,369) $ 5,569 Cash flows provided by operating activities : Our largest source of cash provided by operating activities is cash generated through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as well as retail, classified, and online revenues.
Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted.
Interest on our 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") and our 6.000% Senior Secured Convertible Notes due 2031 (the " 2031 Notes ") is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted.
The Domestic Gannett Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday 45 Table of Contents related spending.
The USA TODAY Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending.
Cash flows used for financing activities : For the year ended December 31, 2024 , cash flows used for financing activities were $68.9 million compared to $135.5 million for the year ended December 31, 2023 .
Cash flows used for financing activities : For the year ended December 31, 2025 , cash flows used for financing activities were $139.8 million compared to $68.9 million for the year ended December 31, 2024 .
We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.
We define Core platform ARPU as core platform average monthly revenues divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.
The Senior Secured Term Loan was refinanced and replaced on October 15, 2024 with our 2029 Term Loan Facility (collectively with the Senior Secured Term Loan, the "Term Loans"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an increase in interest rates on the Senior Secured Term Loan.
The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an increase in interest rates on the Senior Secured Term Loan.
For the year ended December 31, 2022 , we incurred Integration and reorganization costs of $88.0 million .
For the year ended December 31, 2025 , we incurred Integration and reorganization costs of $31.6 million .
For the year ended December 31, 2024 , Digital-only subscription revenues increased compared to 2023 , primarily driven by the increase in digital-only paid subscriptions.
For the year ended December 31, 2024 , Digital-only subscription revenues increased compared to 2023 , primarily driven by the increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital- only paid subscriptions.
Our pension plans had assets valued at $1.7 billion as of December 31, 2024 and the plans' benefit obligation was $1.5 billion , resulting in the plans being 110% funded at such date. For 2024 , the assumption used for the funded status discount rate was 5.75% for our principal retirement plan obligations.
Our pension plans had assets valued at $1.5 billion as of December 31, 2025 and the plans' benefit obligations were $1.3 billion , resulting in the plans being 113% funded at such date. 60 Table of Contents For 2025 , the assumption used for the funded status discount rate was 5.50% for our principal retirement plan obligations.
We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income.
Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of the realizability of deferred tax assets involves a high degree of judgment and complexity.
For the years ended December 31, 2023 and 2022 , we recorded impairment charges of $1.4 million and $1.1 million related to our plan to monetize non-strategic assets. 43 Table of Contents Loss (gain) on sale or disposal of assets, net For the year ended December 31, 2024 , we recognized a net loss on the sale of assets of $1.1 million , primarily related to net loss es of $1.7 million at the Domestic Gannett Media segment and $0.2 million at our Corporate and other category, partially offset by a net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2024 , we recognized a net loss on the sale of assets of $1.1 million , primarily related to net loss es of $1.7 million at the USA TODAY Media segment and $0.2 million at our Corporate category, partially offset by a net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.
Tax laws are complex and subject to 72 Table of Contents different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws and regulations.
Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws and regulations. We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740").
The increase in cash flows used for investing activities was primarily due to an increase in purchases of property, plant, and equipment of $11.4 million and a decrease in proceeds from the sale of real estate and other non-strategic assets of $64.3 million .
The change in cash flows provided by ( used for ) investing activities was primarily due to an increase in proceeds from the sale of real estate and other strategic and non-strategic assets of $39.4 million , partially offset by an increase in purchases of property, plant, and equipment of $2.0 million .
Further, future repurchases under 67 Table of Contents our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.
Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief. During the year ended December 31, 2025 , we did not repurchase any shares of Common Stock under the Stock Repurchase Program.
Operating expenses The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Newsprint and ink $ 10,187 $ 13,351 $ (3,164) (24%) Distribution 12,755 13,325 (570) (4%) Compensation and benefits 53,084 50,144 2,940 6% Outside services 15,233 16,033 (800) (5%) Other 31,736 27,411 4,325 16% Total operating costs $ 122,995 $ 120,264 $ 2,731 2% For the year ended December 31, 2024 , Newsprint and ink costs decreased compared to 2023 , primarily due to a decrease in the cost of newsprint of approximately of $1.8 million , as well as volume declines.
For the year ended December 31, 2024 , Commercial and other revenues increased compared to 2023 , primarily due to an increase in customer spend. 52 Table of contents Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023 : Year ended December 31, In thousands 2024 2023 $ Change % Change Newsprint and other production materials $ 12,820 $ 15,330 $ (2,510) (16%) Distribution 12,755 13,325 (570) (4%) Compensation and benefits 53,084 50,144 2,940 6% Outside services 15,233 16,033 (800) (5%) Other 29,103 25,432 3,671 14% Total operating costs $ 122,995 $ 120,264 $ 2,731 2% For the year ended December 31, 2024 , the cost of Newsprint and other production materials decreased compared to 2023 , primarily due to a decrease in the cost of newsprint of approximately of $1.8 million , as well as volume declines.
For the year ended December 31, 2024 , Outside services and other costs decreased compared to 2023 , mainly due to lower bad debt expense of $0.5 million , partially offset by an increase in miscellaneous expenses, including higher costs associated with outsourcing and professional services.
For the year ended December 31, 2024 , Outside services and other costs decreased compared to 2023 , mainly due to lower bad debt expense of $0.5 million , and a decrease in miscellaneous expenses.
Net loss attributable to Gannett and diluted loss per share attributable to Gannett Net loss attributable to Gannett and diluted loss per share attributable to Gannett were $26.4 million and $0.18 for the year ended December 31, 2024 , respectively, $27.8 million and $0.20 for the year ended December 31, 2023 , respectively, and $78.0 million and $0.57 for the year ended December 31, 2022 , respectively.
For the years ended December 31, 2024 and 2023 , Net loss attributable to USA TODAY Co. was $26.4 million and $27.8 million , respectively , and diluted loss per share attributable to USA TODAY Co. was $0.18 and $0.20 , respectively.
For the year ended December 31, 2023 , we recognized a net gain on the sale of assets of $40.1 million , primarily related to a net gain of $38.9 million at the Domestic Gannett Media segment due to the sales of production facilities as part of our plan to monetize non-strategic assets, and a gain of $1.4 million at our Corporate and other category related to the sale of intellectual property.
For the year ended December 31, 2023 , we recognized a net gain on the sale of assets of $40.1 million , primarily related to a net gain of $38.9 million at the USA TODAY Media segment due to the sales of production facilities as part of our plan to monetize non-strategic assets, and a gain of $1.4 million at our Corporate category related to the sale of intellectual property. 42 Table of contents Interest expense For the years ended December 31, 2025 , 2024 and 2023 , Interest expense was $97.2 million , $104.7 million and $111.8 million , respectively.
Gain on early extinguishment of debt : For the years ended December 31, 2024 , 2023 and 2022 , we recognized net gains on the early extinguishment of debt of $55.6 million , $4.5 million and $0.4 million , respectively, mainly due to our debt refinancing transactions. Refer to Note 8 — Debt for additional discussion regarding our debt.
Loss (gain) on early extinguishment of debt For the year ended December 31, 2025 , we recognized a net loss on the early extinguishment of debt of $1.5 million , and fo r the years ended December 31, 2024 and 2023 , we recognized net gains of $55.6 million and $4.5 million , respectively, mainly due to our debt refinancing transactions.
For the years ended December 31, 2024 , 2023 and 2022 , we recorded Other non-operating income, net of $1.3 million , $3.1 million and $2.3 million , respectively . 48 Table of Contents (Benefit) provision for income taxes The following table summarizes our pre-tax net loss before income taxes and income tax accounts: Year ended December 31, In thousands 2024 2023 2022 Loss before income taxes $ (77,673) $ (6,165) $ (76,906) (Benefit) provision for income taxes (51,286) 21,729 1,349 Effective tax rate 66.0 % NM (1.8) % NM indicates not meaningful.
(Benefit) provision for income taxes The following table summarizes our pre-tax net loss before income taxes and income tax accounts: Year ended December 31, In thousands 2025 2024 2023 Loss before income taxes $ (1,275) $ (77,673) $ (6,165) (Benefit) provision for income taxes (3,030) (51,286) 21,729 Effective tax rate 237.6 % 66.0 % NM NM indicates not meaningful.
Debt As of December 31, 2024 , the carrying value of our outstanding debt totaled $1.080 billion , which consisted of $830.1 million related to the 2029 Term Loan Facility, $215.9 million related to the 2031 Notes (as defined below), and $33.8 million related to the 2027 Notes (as defined below).
Debt As of December 31, 2025 , the carrying value of our outstanding debt totaled $954.2 million , which consisted of $715.1 million related to the 2029 Term Loan Facility , $216.8 million related to the 2031 Notes (as defined below), and $22.3 million related to the 2027 Notes (as defined below).
The increase in cash flows provided by operating activities was primarily due to 65 Table of Contents a decrease in severance payments, a decrease in interest payments, an increase in accounts payable due to overall timing of payments and a decrease in compensation cost, partially offset by third-party fees expensed related to the refinancing of our debt in 2024, an increase in contributions to our pension and other postretirement benefit plans, and lower cash receipts related to deferred revenues.
The increase in cash flows provided by operating activities was primarily due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest, 56 Table of Contents partially offset by lower cash receipts related to deferred revenues, an increase in severance payments and an increase in cash paid for income taxes.
The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year. Foreign currency Our U.K. media operations are conducted through our Newsquest subsidiary.
GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. Adjusted EBITDA and Adjusted EBITDA margin are not alternatives to net income (loss), margin, or any other measure of performance or liquidity derived in accordance with U.S. GAAP.
We use this non-GAAP financial performance measure to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to USA TODAY Co. , or any other measure of performance derived in accordance with U.S.
We seek to optimize our print operations to efficiently manage for the declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and revenue streams. • Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but not limited to, interest rates, housing demand, employment levels, and consumer confidence.
We are focused on growing a digitally-oriented audience across multiple platforms and revenue streams. • Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases. • Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence.
The decrease in cash used for financing activities was primarily due to the higher borrowings of long-term debt, net of repayments of $326.8 million , offset by higher repayments of convertible debt, net of borrowings of $248.1 million and $8.9 million in payments of deferred financing costs.
The increase in cash used for financing activities was primarily due to higher repayments of long-term debt, net of borrowings of $120.5 million in 2025 , compared to higher borrowings of long-term debt, net of repayments of $192.9 million in 2024 , partially offset by lower repayments of convertible debt, net of borrowings of $233.5 million and a $7.9 million decrease in payments of deferred financing costs.
GAAP basis. 68 Table of Contents We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other non-operating (income) expense, net, and (14) Non- recurring items.
Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3) Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other (income) expense, net.
The assessment of the realizability of deferred tax assets involves a high degree of judgment and complexity. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized.
Our effective tax rate for the year ended December 31, 2022 was negative 1.8% .
Our effective tax rate for the year ended December 31, 2025 was 237.6% .
We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity.
We expect to fund our operations and debt service requirements through cash provided by our operating activities. We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months and beyond.
Macroeconomic Environment We are exposed to certain risks and uncertainties caused by factors beyond our control, including economic and political instability and other geopolitical events.
Macroeconomic environment We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and political instability and other geopolitical events.
For the year ended December 31, 2024 , no shares of Common Stock were issued upon conversion, exercise, or satisfaction of the required conditions of the 2027 Notes or the 2031 Notes.
For the year ended December 31, 2025 , no shares of Common Stock were issued upon conversion, exercise, or satisfaction of the required conditions of the 2027 Notes or the 2031 Notes. Our 2029 Term Loan Facility , 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of default.
Certain Matters Affecting Comparability The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results: Asset impairments For the year ended December 31, 2024 , we recorded impairment charges of $46.6 million , of which approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
Asset impairments For the year ended December 31, 2025 , we recorded impairment charges of $2.2 million related to our plan to monetize non-strategic assets. For the year ended December 31, 2024 , we recorded impairment charges of $46.6 million , of which approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
The tax provision for 2023 was primarily impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed income inclusion from our U.K. operations, nondeductible compensation, and state and local tax expense, partially offset by the benefit from the pre-tax book loss.
The tax benefit for 2025 was primarily impacted by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards, and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn the normal course of business, exposure to certain of these market risks is managed as described below. 73 Table of Contents Interest Rates We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt.
Biggest changeInterest rates We generally manage our risk associated with changes in interest rates through the use of a combination of variable and fixed-rate debt. As of December 31, 2025 , we had variable and fixed-rate debt totaling $729.5 million and $247.8 million , respectively.
We are also exposed to foreign exchange rate risk due to our DMS segment which has operating activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, Indian rupee, and New Zealand dollar. Translation gains or losses affecting the Consolidated statements of operations and comprehensive income (loss) have not been significant in the past.
We are also exposed to foreign exchange rate risk due to our LocaliQ segment which has operating activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, and New Zealand dollar. Translation gains or losses affecting the Consolidated statements of operations and comprehensive income (loss) have not been significant in the past.
A hypothetical $10 per metric ton increase in newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the year ended December 31, 2024 of approximately 96,000 metric tons.
A hypothetical $10 per metric ton increase in newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the year ended December 31, 2025 of approximately 78,000 metric tons.
See Note 8 — Debt to our Consolidated financial statements for further discussion of our debt. Commodity Prices Certain operating expenses of ours are sensitive to commodity price fluctuations, as well as inflation.
See Note 9 — Debt to our Consolidated financial statements for further discussion of our debt. Commodity prices Certain expenses of ours are sensitive to commodity price fluctuations, as well as inflation.
A hypothetical interest rate increase of 100 basis points to our 2029 Term Loan Facility would have increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $8.5 million for the year ended December 31, 2024 .
A hypothetical interest rate increase of 100 basis points to our 2029 Term Loan Facility would have increased our interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately $7.3 million for the year ended December 31, 2025 .
A hypothetical 10% fluctuation of the price of the British pound sterling and the currencies in our DMS segment against the U.S. dollar would not have materially impacted operating income for the year ended December 31, 2024 . 74 Table of Contents
A hypothetical 10% fluctuation of the price of the British pound sterling or the currencies in our LocaliQ segment against the U.S. dollar would not have materially impacted operating income for the year ended December 31, 2025 . 61 Table of Contents
Our primary commodity price exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 3% and 4% of our total operating expenses for the years ended December 31, 2024 and 2023 , respectively.
Our primary commodity price exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 5% and 6% of our total operating costs for the years ended December 31, 2025 and 2024 , respectively.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates. Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to certain of these market risks is managed as described below.
Removed
As of December 31, 2024 , we had variable and fixed-rate debt totaling $850.0 million and $261.8 million , respectively.
Removed
On October 15, 2024 , our 2029 Term Loan Facility refinanced and replaced our Senior Secured Term Loan which bore interest at the Adjusted Term Secured Overnight Financing Rate.

Other TDAY 10-K year-over-year comparisons