USA TODAY Co. TDAY Form 10-K filing FY2025

Item 15. Exhibits and Financial Statement Schedules 110

Item 16. Form 10-K Summary 113

PART I

ITEM 1. BUSINESS

Overview

USA TODAY Co. is a diversified media company with expansive reach at the national and local level dedicated to

empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital

marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY

NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States

(the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential

journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and

where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses

("SMBs") with innovative digital marketing products and solutions.

In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the

names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital

Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and

reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on

Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"

"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its

subsidiaries.

We report in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that

includes activities not directly attributable to a specific reportable segment and includes broad corporate functions, such as

legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs. A full

description of our reportable segments is included in Note 15 — Segment reporting in the notes to the Consolidated financial

statements.

Growing digital revenue is a core strategic priority, and we employ a digital-first strategy, focused on audience growth and

engagement and on diversifying revenue streams. As a result, in 2025, total Digital revenues, which includes Digital advertising

revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues, including digital

content syndication, affiliate, content and artificial intelligence ("AI") partnerships, and licensing revenues, grew to 46% of our

total revenues, or $1.1 billion. In total, during 2025 we averaged 186 million(a)(b) unique visitors across both the USA TODAY

Media and Newsquest segments, and as of December 31, 2025, we had approximately 1.5 million paid digital-only

subscriptions, which outnumbered our print subscriptions.

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

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

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

Strategy

We are committed to inspiring, informing and connecting audiences as a sustainable, growth-focused media and digital

marketing solutions company. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii)

diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by an increasingly integrated

operating foundation, including modernized technology systems, automated workflows, enhanced data capabilities, and

continued investment in our people and talent development. Our strategy unifies trusted journalism and digital innovation under

one brand: USA TODAY Co. and is represented by our motto, "National voice. Local strength."

Three operating pillars

Expand reach and engagement with our customer segments

We believe a scaled and engaged base is key to our ongoing growth - including audience in our USA TODAY Media and

Newsquest segments and clients in our LocaliQ segment.

As of December 31, 2025, we have built one of the largest digital audiences in the U.S. media sector, both locally and

nationally. For both the USA TODAY Media and Newsquest segments, we seek to strengthen the connection with our audience

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by providing relevant content and expanded offerings that resonate with our readers. We believe a scaled, engaged audience is

the catalyst for creating diversified, predictable, and repeatable digital revenues.

In our LocaliQ segment, we seek to expand our client base through enhancements in our customer acquisition and retention

and by broadening our product portfolio. By capitalizing on our domain expertise, we aim to grow our addressable market and

provide comprehensive solutions that meet the evolving needs of our clients.

Diversify digital revenues

We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,

maximizing yield across our platforms, and tailoring opportunities to individual consumer behavior.

Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, capitalizing on every

interaction. Given our extensive portfolio, we seek to deliver and optimize a wide range of offerings across advertising,

subscriptions, and commerce while increasingly leveraging our existing content to power syndication, affiliate, content and AI

partnerships, as well as licensing arrangements.

Likewise, we are also focused on enhancing and expanding our core digital marketing services products and solutions. This

includes continuing to develop software-based solutions, including AI-powered solutions, which are intended to increase our

addressable market, improve retention, and increase our Core platform revenues. Refer to "Key Performance Indicators" in

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

Core platform revenues.

Strengthen our capital structure

We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth

initiatives. We believe this disciplined approach supports our ability to innovate and adapt while ensuring long-term financial

health.

Foundation for ongoing growth

We continue to modernize our infrastructure to support our transformation and long-term growth, including integrating

advanced, next generation technologies that enhance automation, AI, and scalability across our operations. We are

strengthening the interoperability of our platforms to enable faster execution, more efficient and automated decision-making,

and improved product development. These efforts are intended to increase our organization's agility, unlock operational

efficiencies, and position us to capture future digital growth opportunities. We also continue to invest in developing the skills

and capabilities required to support a more technology-forward, digitally oriented organization.

USA TODAY Media segment

Our USA TODAY Media segment includes the USA TODAY NETWORK, comprised of the national publication, USA

TODAY, and our network of local properties in the U.S., as well as USA TODAY NETWORK Ventures, our community

events business. This segment also includes operations which use existing assets, including employee expertise, equipment, and

distribution networks, to produce print products for USA TODAY Co. and third-party customers. As of December 31, 2025, we

operated over 320 digital news and media brands across our portfolio, and USA TODAY NETWORK had daily and weekly

content brands in approximately 215 local communities across 43 states.

Our core offerings include:

• Digital: digital-only subscriptions for local brands, USA TODAY, sports, and games; and
• Print: home delivery offered on a subscription basis ("home delivery"), single copy, and non-daily publications (i.e.,

shoppers and niche publications).

Approximately 87% of our daily media brands have been published for more than 100 years. We believe the longevity of

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

of reader loyalty in each community we serve. Our highly-recognized media brands, including USA TODAY, are powered by

an integrated and award-winning news organization, which as of December 31, 2025, comprised approximately 2,500

journalists with deep roots in our local communities.

The scale of our consumer audience across the USA TODAY Media segment makes us an attractive marketing partner to

various local and national businesses trying to reach consumers. We regularly adjust the number and type of products offered

within each publication and market as we identify opportunities to best serve consumer and advertiser needs.

During 2025, the USA TODAY NETWORK averaged a total digital audience of approximately 132 million(a) monthly

unique visitors, and the combined average daily print readership was approximately 2.2 million on Sunday and 2.0 million daily

Monday through Saturday, primarily driven by our network of local properties and to a lesser extent, our national publication

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

USA TODAY NETWORK. We are the leading news media publisher in the U.S. in terms of circulation and have the largest

digital audience in the News and Information category, excluding news aggregators, based on the December 2025 Comscore

Media Metrix® Desktop + Mobile. Per those metrics, our content reaches more people digitally than Fox News Media, CNN

Network, New York Times Digital, or WashingtonPost.com(a).

The USA TODAY NETWORK also leverages a centralized infrastructure, which provides shared support for back-office

operations, such as content design and layout services, print and digital creative development, certain sales and service

platforms, technology, data, and accounting and finance. While we centrally manage production and distribution, and leverage a

single content management platform to maximize efficiency and enable content sharing across our portfolio of brands, we

believe that it is critically important that our U.S. local property network operate at the local level and utilize the centralized

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

USA TODAY Media segment revenues

The USA TODAY Media segment generates revenue through subscriptions to our print and digital products, advertising

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

distribution, and the syndication and licensing of our content to third parties. The USA TODAY Media segment is focused on

monetizing its digital audience through multiple digital revenue touchpoints, including digital subscriptions, digital content

syndication, affiliate, content and AI partnerships, and digital advertising leveraging both first and third-party data. We are

focused on growing digital revenues by employing a holistic approach to monetization and maximizing the total digital revenue

of each unique visitor, while maintaining a robust print base.

Our advertising teams sell across a wide range of products, platforms, and locations. We operate local market teams,

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

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

from small local businesses to complex national brands. We provide trusted expertise, access to wide ranging audiences, a

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

behavior at every stage of the purchase path.

Digital revenues

Digital revenues at the USA TODAY Media segment were $654.2 million in 2025 compared to $692.7 million in 2024,

which represented 38% of total USA TODAY Media segment revenues in 2025, up from 36% in 2024.

We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only

subscription and digital other. Below are descriptions of these categories:

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

first and third-party data delivered on either our digital products or off-platform as well as classified advertisements

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

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

their online presence through high conversion websites, drives awareness and leads through products such as search

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

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

websites.

• Digital-only subscription offerings reflect the digital distribution of our publications.
• Digital other revenues are mainly derived from digital content syndication, affiliate, content and AI partnerships and

licensing revenues.

Print and commercial revenues

Print and commercial revenues at the USA TODAY Media segment were $1.1 billion in 2025, compared to $1.2 billion in

2024, which represented 62% of total USA TODAY Media segment revenues in 2025, down from 64% in 2024, making it our

single largest revenue category in 2025.

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

commercial and other. Below are descriptions of the categories:

• Print advertising is mainly derived from local and national advertising runs in our print products, such as our daily or

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

• Print circulation reflects the sale of both home delivery and single copy sales of our publications.
• Commercial and other reflects revenues generated from commercial printing and distribution arrangements, and

revenues from our events business.

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

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

variables. As of December 31, 2025, we had approximately 0.8 million print subscribers.

In the U.S. local markets, Print circulation revenues are largely subscription based, with approximately 85% derived from

home delivery subscriptions in 2025. In addition to the subscription model, single-copy print editions are sold at retail outlets

and accounted for approximately 9% of daily and 13% of Sunday net paid circulation volume in 2025. In 2025, approximately

44% of the net paid circulation volumes of USA TODAY were generated by single-copy sales at retail outlets, vending

machines, or hotels that provide copies to their guests. Net paid circulation volumes of USA TODAY also include home and

office delivery, mail, educational, and other sales.

Events

USA TODAY NETWORK Ventures, our events and promotions business, diversifies our media offerings by connecting

communities through impactful experiences. In 2025, USA TODAY NETWORK Ventures hosted a variety of in-person and

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

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

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

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

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

Production and distribution

As of December 31, 2025, the USA TODAY Media segment owned and/or operated 11 production facilities. We leverage

existing assets, including employee expertise, equipment, and distribution networks, to produce print products for USA

TODAY Co. and third-party customers. We seek to reduce the operating costs of our publications while enhancing the quality

of our small and mid-size market publications by clustering our production resources, utilizing excess capacity for commercial

work, and/or outsourcing where cost-beneficial.

We aim to continue to optimize our geographic footprint to efficiently produce and transport printed products, with daily

newspaper distribution made via the U.S. Postal Service in certain markets as well as outsourcing to independent third-party

distributors. In 2025, we converted five publications to same-day mail delivery via the U.S. Postal Service in markets where it

was viable from a customer and financial perspective. Our goal is to provide reliable delivery to the consumer, and where

possible, at a lower cost and eliminate unprofitable distribution routes. We intend to continue to expand mail delivery in 2026.

Competition

Our USA TODAY Media operations compete for advertising and marketing spend with a broad range of media and

technology companies, including social media platforms, advertising networks, traditional media outlets such as direct mail,

yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers,

shoppers, and other programmatic buying channels. We also compete for circulation and readership against other news and

information outlets as well as other content creators, some of which offer their content free of charge.

Competition has intensified as audiences increasingly consume news and information through digital channels, mobile

applications, social platforms, video services, and emerging technologies that aggregate, summarize, or redistribute content.

Barriers to entry remain low with limited capital requirements for new companies to enter the market with competitive digital

products. Additionally, there are times when we are not, and in the future we may not be, compensated for the use of our

original content by third-party digital products and social platforms, including AI-driven platforms.

We expect the USA TODAY Media segment to continue to protect its audience market share and to expand its audience

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

efforts, content distribution programs, acquisitions, and partnerships. Additionally, we expect the USA TODAY Media segment

to continue to improve its suite of advertising and marketing services products through both internal development and

partnerships.

Joint Operating Agreement

One of our USA TODAY Media subsidiaries was a party to a partnership which was subject to and operated under a joint

operating agreement ("JOA"). Under the JOA, the partnership performed the production, sales, distribution, and back office

functions for our subsidiary, the Detroit Free Press, and The Detroit News, which was published by MediaNews Group.

Operating results for the Detroit JOA were fully consolidated along with a charge for the minority partners' share of profits.

During the second quarter of 2025, the parties agreed not to renew the JOA, and as a result the JOA ended in December

2025. On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group. Refer to Note 16 —

Subsequent events in the notes to the Consolidated financial statements.

Newsquest segment

Our Newsquest segment in the U.K. is comprised of approximately 220 digital news and media brands across our portfolio,

including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2025.

Our core offerings include:

• Digital: digital-only subscriptions for local brands, magazines, and sports verticals; and
• Print: single copy, home delivery, and non-daily publications (i.e., weekly news brands, shoppers and niche

publications).

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

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

and non-daily publications throughout the U.K. As of December 31, 2025, our journalism network is powered by an integrated

and award-winning news organization comprised of approximately 420 journalists.

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

us an attractive marketing partner to various local and national businesses trying to reach consumers. In 2025, Newsquest had a

digital audience of approximately 54 million(b) monthly unique visitors, on average, with a total average print readership of

approximately 3.5 million every week.

Newsquest segment revenues

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

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

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

multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising

leveraging both first and third-party data, and new product offerings. We believe this strategic focus, coupled with our

unwavering commitment to delivering engaging and essential content, will enable us to better optimize our audience and

accelerate our digital revenue growth.

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

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

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

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

large, complex national brands. As advertisers face the challenges of managing media budgets and engaging evolving

audiences, we provide trusted expertise, access to wide ranging audiences, a nationally scaled sales force, and integrated,

targeted solutions. This expansive portfolio enables us to drive influence and impact consumer behavior throughout the entire

purchase journey.

Digital revenues

Digital revenues at the Newsquest segment were $81.5 million in 2025 compared to $79.3 million in 2024, which

represented 34% of total Newsquest segment revenues in 2025, up from 33% in 2024.

We track our Digital revenues in four main categories: digital advertising, digital marketing services, digital-only

subscription and digital other. Below are descriptions of these categories:

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

first and third-party data delivered on either our digital products or off-platform as well as classified advertisements

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

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

their online presence through high conversion websites, drives awareness and leads through products such as search

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

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

of third-party websites.

• Digital-only subscription offerings reflect the digital distribution of our publications.
• Digital other revenues are mainly derived from digital content syndication.

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

revenue categories. We continue to focus on expanding our content offerings and enhancing our product suite to meet the needs

of our consumers and leverage our expansive organic audience.

Print and commercial revenues

Print and commercial revenues at the Newsquest segment were $156.8 million in 2025 compared to $160.0 million in

2024, which comprised 66% of total Newsquest segment revenues, down from 67% in 2024.

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

commercial and other. Below are descriptions of the categories:

• Print advertising is mainly derived from local and national advertising runs in our print products, such as our daily or

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

• Print circulation reflects the sale of both home delivery and single copy sales of our publications.
• Commercial and other reflects revenues generated from commercial printing and distribution arrangements.

In the Newsquest markets, Print circulation revenues are largely single-copy based, with approximately 82% derived from

single-copy sales in 2025.

Production and distribution

As of December 31, 2025, the Newsquest segment owned and/or operated four production facilities. By clustering our

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

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

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

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

The Newsquest segment operates its publishing activities in a similar manner to the USA TODAY Media segment, as

discussed above, through regional and central teams to maximize the use of management, finance, printing, and personnel

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

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

Competition

Our Newsquest segment operations and affiliated digital platforms compete for advertising and marketing spend with a

broad range of media and technology companies, including social media platforms, advertising networks, traditional media

outlets, such as direct mail, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national

newspapers, and other print and online media sources, including local blogs, as well as other programmatic buying channels.

We also compete for circulation and readership against other news and information outlets as well as other content creators,

some of which offer their content free of charge.

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

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

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

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

including AI-driven platforms.

The Newsquest segment operates with a focus on audience reach and engagement in the digital media industry through an

emphasis on high quality content and journalism, internal audience development efforts, content distribution programs,

acquisitions, and partnerships. Additionally, the Newsquest segment expects to continue to improve its suite of advertising and

marketing services products through both internal development and partnerships.

LocaliQ segment

Our LocaliQ segment provides digital advertising and marketing products and solutions to help local businesses reach

customers and grow their business. LocaliQ's cloud-based platform offers a suite of integrated products and solutions for

marketing automation, AI-driven advertising optimization, and customizable reporting. LocaliQ helps businesses build online

presence, drive consumer awareness, manage leads, and measure marketing performance across multiple channels. The

platform is an all-in-one suite of products and solutions that delivers relevant marketing messages to local consumers, helps

optimize marketing budgets, and provides actionable insights to advertisers. The product suite also includes Customer Center

powered by Dash®, an AI-powered platform, which provides AI-generated call attributes, AI-assisted call details, and a

customer interaction activity feed with AI-generated insights.

We believe LocaliQ benefits from several strengths that differentiate it in the digital marketing solutions landscape. Our

scaled sales force, long-standing presence in the communities in which we operate, and vast data accumulated through decades

of campaign management enable us to understand local business needs and consumer behavior. These strengths support

efficient customer acquisition, targeted campaign optimization, and reliable performance - factors that are increasingly

important as digital marketing becomes more complex. We believe we offer a lower cost of acquisition for our customers based

on our extensive data and experience in optimizing campaigns. We also believe we have the technology, the experience, and the

relationships to provide best-in-class metrics.

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

averaging 95% in 2025. In addition, we believe that ongoing investment in our core platform and in our product suite are

critical to growing the number of core platform customers. As of December 31, 2025, our core platform average customer count

was approximately 13,300 at our LocaliQ segment. Refer to "Key Performance Indicators" in "Management's Discussion and

Analysis of Financial Condition and Results of Operations" below for further discussion of core platform average customer

count.

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

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

seasonal fluctuations.

Products

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

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

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

powered by AI and service experts that grows and adapts with the needs of local business owners. LocaliQ identifies the biggest

opportunities across our product suite and provides solutions by recommending the right mix of product features on the

platform and by providing data-driven performance measurement and reporting.

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

• Get Found: Listings, websites and landing pages, search engine optimization and social media marketing.
• Scaling Their Business: Search engine marketing, display ads, video ads, social ads, targeted email marketing, and

custom promotions. Search engine marketing accounted for 66% of our LocaliQ segment's total revenues for the year

ended December 31, 2025.

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

Distribution

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

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

Canada, New Zealand, Australia, and the U.K., as well as support services in India. During 2025, approximately 94% of our

LocaliQ segment revenues were generated in North America and the remaining 6% from other international markets. All

LocaliQ segment revenues are digital revenues.

Competition

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

fragmented as there are several smaller companies which provide digital marketing services at highly competitive prices and,

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

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

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

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

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

advertising agencies.

Government regulation

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

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

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

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

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

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

personal information as well as laws and regulations governing the use of AI. Data and privacy protection laws, rules and

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

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

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

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

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

Environmental regulation

Our production and distribution facilities are subject to various federal, state, local, and foreign environmental laws. Our

operations use inks, solvents, and fuels, for which the use, management, and disposal of certain of these substances are

regulated by environmental agencies. We retain a corporate environmental legal consultant who, along with internal and outside

counsel, provides advice on regulatory compliance and preventive measures. We believe we are in substantial compliance with

all applicable laws and regulations for the protection of the environment and the health and safety of our employees based upon

existing facts presently known to us. Compliance with applicable federal, state, local, and foreign environmental laws and

regulations relating to the discharge of substances into the environment, the disposal of hazardous wastes, and other related

activities has had, and will continue to have, an impact on our operations but has been accomplished to date without having a

material adverse effect on our operations. While it is difficult to estimate the timing and ultimate costs to be incurred due to

uncertainties about the status of laws, regulations, and technology, based on information currently known to us and insurance

procured with respect to certain environmental matters, we do not expect environmental costs or contingencies to be material or

to have a material adverse effect on our financial performance. Our operations involve risks in these areas, however, and we

cannot provide assurance that we will not incur material costs or liabilities in the future which could adversely affect us. See

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

Raw materials

Newsprint, which is one of the raw materials used in our print publications, has been and may continue to be subject to

significant price changes from time to time. During 2025, we purchased newsprint as well as other specialty paper grades from

13 domestic and global suppliers with three of the mills in the United States. Additionally, during 2025, 8% of our domestic

newsprint purchases contained recycled content. Our total consumption was approximately 78,000 metric tons in 2025, a

decrease of 18% from 2024, which included consumption by our owned and operated print sites, third-party printing sites, and

Newsquest, and includes consumption for USA TODAY Co. products as well as products printed commercially for third-

parties. Newsprint capacity, including the number of newsprint suppliers, has been impacted by the closure and consolidation of

newsprint mills and the conversion of newsprint mills to other products or grades of paper. North American suppliers are

becoming a larger share of the global market. The domestic supply of newsprint is susceptible to supply chain disruptions and

pricing volatility tied to economic and geopolitical factors, including tariffs and retaliatory tariffs. In addition, the availability

and price of newsprint is subject to numerous risks and uncertainties, which are described more fully under "Item 1A — Risk

Factors" in this Annual Report on Form 10-K.

Macroeconomic environment

We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,

trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and

political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted

and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in

demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop

spend.

We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan

facility, which as of December 31, 2025, accounted for approximately 75% of our outstanding debt, as well as fluctuations in

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

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

Report on Form 10-K.

Seasonality

We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from

seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related

spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,

which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.

Human capital resources

We believe our employees represent our greatest asset and the foundation of our business, making day-to-day operations

possible while driving future success. Nurturing a broad range of experiences, opinions, perspectives and capabilities aligned to

our shared values, our people enable our organization to deliver value to our customers and communities.

Enabling a positive experience for all employees remains a top priority at USA TODAY Co. Aligned to our purpose, we

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

continue to develop new skills and capabilities. We invest in leadership development to enable managers to build strong team-

based connections and to support effective manager and employee dialogue. Culture building is a priority on a local, divisional

and enterprise level. Our efforts include encouraging volunteer participation in our employee-led employee resource groups

("ERGs"), with thirteen active ERGs operating in the Company as of December 31, 2025. ERG leaders set annual goals to

nurture our "Career, Culture, Company, and Community" objectives that help guide topics for programming and live

discussions. Our programming and consistent communication across our entire workforce includes intersectional ERG events,

monthly town hall meetings with our Chief Executive Officer and senior leadership, and many communication channels,

including, for example, our bi-monthly "Focused Leader" guide, and our monthly "Together" employee newsletter, which

shares strategies on topics such as hybrid working, staying socially and professionally connected, and highlighting individual

employee career progression stories.

Throughout the year we engage employees through lifecycle milestones to maintain a clear pulse on their experience,

including their challenges, aspirations and accomplishments. Annually, the performance management process begins with goal

setting and includes structure for regular manager feedback and coaching. We incorporate individual development plans to

assist with the career growth and learning plans for employees. During 2025, we continued to focus on enabling management

effectiveness by sharing specific programs, tools, forums, and communications for managers. We also implemented tailored

mentoring programs to further enable the career elevation progress.

As of December 31, 2025, we employed approximately 7,500 employees in the U.S., of which approximately 15% were

represented by labor unions, most of which were affiliated with one of six unions. As of December 31, 2025, there were

approximately 2,000 employees outside of the U.S., including approximately 1,800 employed by Newsquest in the U.K. Our

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

employees work under collective bargaining agreements. As of December 31, 2025, there were approximately 78 existing

collective bargaining agreements and one bargaining unit negotiating an initial contract. While we have experienced isolated

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

Sustainability initiatives

As a leading media organization, our longstanding corporate social responsibility position is driven by our deep

commitment to the communities we serve. We are focused on maintaining ethical and responsible business practices that

positively impact the world. Essential to USA TODAY Co.'s mission of empowering communities to thrive are the pillars of

our corporate social responsibility platform. We strive to minimize our environmental impact through sustainable business

practices for sourcing, consumption, and waste. We have implemented several initiatives to reduce our use of water, recover

and recycle electricity and fossil fuels when possible, and pursue green energy options where available and we strive to

incorporate sustainability throughout our supply usage and supply chain. In addition, we continue to reduce the number of

printing presses in operation by consolidating print operations, and we are also focused on reducing the square footage of our

office space through the consolidation of offices, in many cases, to more energy efficient spaces. We have implemented best-in-

class carbon accounting software, which has enhanced our ability to collect emissions data across a broader range of assets and

scopes. We recognize that establishing a comprehensive carbon footprint baseline is essential to identifying and implementing

effective emissions-reduction strategies.

We continue to harness employee enthusiasm through Sustainability Forward, an employee resource group focused on

bringing together a community of employees who are passionate about sustainability topics. The group aims to align initiatives

and efforts that support our commitment to sustainability, climate, people, and communities. In 2025, the group hosted monthly

meetings, community initiatives, and company-wide events and training focused on education and climate change solutions.

Corporate governance and public information

The address of USA TODAY Co.'s website is www.usatodayco.com. Stockholders can access a wide variety of

information on USA TODAY Co.'s website, under the "Investor Relations" tab, including corporate governance information,

news releases, Securities and Exchange Commission ("SEC") filings, and information USA TODAY Co. is required to post

online pursuant to applicable SEC and New York Stock Exchange ("NYSE") rules. USA TODAY Co. makes available via its

website all filings it makes under the Securities Exchange Act of 1934, as amended, including Forms 10-K, 10-Q, and 8-K, as

well as any related amendments as soon as reasonably practicable after they are filed with, or furnished to, the SEC. All such

filings are available free of charge. The content of, or information available on, USA TODAY Co.'s website and any other

website referred to in this report are not a part of, and are not incorporated by reference into, this report unless expressly noted

otherwise.

Use of website to distribute material company information

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

important company information and we use the investors.usatodayco.com website as a means of disclosing information that

may be deemed to be material to investors and for complying with our disclosure obligations under Regulation FD. Important

information, including press releases, analyst and other presentations, transcripts, and financial information regarding the

Company, is routinely posted on and accessible on the Investor Relations and News and Events subpages of its website, which

are accessible by clicking on the tabs labeled "Investor Relations" and "News and Events," respectively, on the website home

page. The Company also uses its website to expedite public access to time-critical information regarding the Company in

advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore,

investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and

time-critical information. Visitors to the Company's website can also register to receive automatic e-mail and other notifications

alerting them when new information is made available on the Company's website.

The contents of our website are not intended to be incorporated by reference into this Annual Report on Form 10-K or in

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

references only.

References

(a) © 2025 Comscore, Media Metrix, US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2024-December 2025

(b) Newsquest used Adobe Analytics to identify unique visitors between January 2025 and December 2025

ITEM 1A. RISK FACTORS

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

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

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

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

Risk Factor Summary

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

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

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

including through the implementation of our strategic initiatives and development of new and enhanced products and

services.

• Our indebtedness could materially and adversely affect our business or financial condition.
• Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders

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

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

interests of our stockholders.

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

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

under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default

under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.

• We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.
• Our LocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely

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

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

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

consumers efficiently.

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

international political environment, and other events outside of our control, have had, and may in the future have, a

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

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

demographics of the local communities that we serve.

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

provided for in our financial statements and in our projections of future results.

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

impaired, and our business may be harmed.

• Our financial results are subject to risks associated with our international operations.
• Foreign exchange variability could materially and adversely affect our consolidated operating results.
• Our possession and use of personal information and the use of payment cards by our customers and users present risks and

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

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

litigation and damage our reputation.

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

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

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

compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,

and results of operations.

• We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage, govern,

and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our results of

operations.

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

affect our systems, reputation and operating results.

• Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and

changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic,

engagement, and financial performance.

• Any significant increase in newsprint costs or disruptions in our newsprint supply chain, or the unavailability of the

materials needed for printing, may materially and adversely affect our business, results of operations and financial

condition.

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

reported results of operations.

• We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition.
• We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual

property protection, our assets may lose value.

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

significant compliance expenditures and liabilities.

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

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

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

experienced personnel in the future may materially and adversely affect our ability to operate or grow our business

effectively.

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

pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during

periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive

program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to

be reduced.

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

affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency

of our operations.

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

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

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

omissions.

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

liquidity.

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

could materially adversely affect the market price of our Common Stock.

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

dividends, and we may not be able to pay dividends in the future or at all.

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

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

the 2031 Notes.

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

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

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

offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of

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

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

Risks Related to Competition

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

including through the implementation of our strategic initiatives and development of new and enhanced products and

services.

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

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

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

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

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

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

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

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

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

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

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

other costs.

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

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

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

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

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

adversely affect our sales volume and pricing.

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

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

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

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

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

results of operations."

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

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

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

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

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

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

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

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

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

and other platforms may also vary their emphasis on what content to highlight for users. Use of AI tools by consumers could

result in decreased viewership and engagement with our media content and impact the monetization of our content.

Unauthorized use of our content for generative AI or to train AI models could reduce our ability to control how our content is

used or presented, diminish brand attribution, and decrease the commercial value of our intellectual property. Any failure to

successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps,

products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by

significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is

replaced with paid traffic and lowering advertising revenue and subscriptions. A loss in the expected popularity or

discoverability of our content or other products and services could have a material adverse effect on our business, financial

condition, or results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Indebtedness

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

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

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

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

industries in which we operate, and the overall economy. As of December 31, 2025, our outstanding indebtedness included (i)

$729.5 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)

$24.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii) $223.7 million of 6.000% Senior

Secured Convertible Notes due 2031 ("2031 Notes").

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

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

indebtedness in the future.

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

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

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

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

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

Term Loan Facility is amortized at a rate of $17.3 million per quarter. In addition, we are required to repay the 2029 Term Loan

Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii)

the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount

of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last

day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024). Our debt service obligations

reduce the amount of cash flow available to fund our working capital, capital expenditures, investments and potential

distributions to stockholders. Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy

our debt service obligations. Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from

operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors,

which are outside our control. Refer to Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated

financial statements for additional discussion regarding our debt.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

stock price.

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

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

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

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

of a majority in principal amount of the 2031 Notes then outstanding, or modification of the loan agreements, as applicable.

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

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

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

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

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

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

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

interests of our stockholders.

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

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

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

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

stringent covenants and higher borrowing costs.

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

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

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

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

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

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

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

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

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

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

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

following conversion of the 2031 Notes."

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

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

under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default

under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.

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

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

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

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

available cash or may be unable to obtain financing at the time we are required to make purchases of the 2027 Notes or 2031

Notes being surrendered. In addition, our ability to repurchase the 2027 Notes and the 2031 Notes is limited by the agreements

governing our existing indebtedness (including the 2031 Notes and the 2029 Term Loan Facility) and may also be limited by

law or regulation, or by agreements that will govern our future indebtedness. Our failure to repurchase the 2027 Notes or the

2031 Notes at a time when the repurchase is required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively,

would constitute a default under the respective indenture. A default under the governing indenture or the change of control itself

could also lead to a default under agreements governing our existing or future indebtedness (including the 2029 Term Loan

Facility).

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

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

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

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

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

Facility being declared due and payable.

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

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

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

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

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

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

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

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

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

change of control premium.

Risks Related to Digital Commerce and Media

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

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

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

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

Ventures produces local events.

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

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

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

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

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

Loan Facility.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

acquire consumers efficiently.

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

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

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

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

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

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

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

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

Risks Related to Macroeconomic Factors

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

international political environment, and other events outside of our control, have had, and may in the future have, a

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

Current and future conditions in the economy are inherently uncertain and are impacted by political, market, health and

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

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

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

period of economic uncertainty and market volatility, including as a result of higher inflation, unpredictable interest rates,

supply chain disruptions, expanded or retaliatory tariffs, sanctions, quotas or other trade barriers (including tariffs imposed or

threatened to be imposed by the U.S. and any retaliatory actions taken by countries facing such tariffs), fluctuating foreign

currency exchange rates, changes in governmental administrations and policies, and other geopolitical events. These conditions

have had, and may continue to have, a negative impact on our business, including the demand for advertising and advertising

revenues.

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

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

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

a material adverse impact on our business.

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

to have, an adverse impact on our consumers and consumer spending, which, in turn, could materially and adversely affect our

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

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

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

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

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

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

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

debt.

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

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

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

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

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

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

may also materially and adversely affect our business and financial condition.

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

crises, political uncertainties, hostilities or social unrest, actual or threatened war, terrorism or other similar events, declining oil

prices, wavering customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate

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

affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to

losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing

and distributing our publications. Declining revenue may impair our ability to generate sufficient cash flows to service our

existing or any future debt obligations, including the 2029 Term Loan Facility, the 2031 Notes and the 2027 Notes. There can

be no assurance that cost constraint actions, if any, taken in response to any future crisis outside our control, will offset possible

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

deferral of pension obligations, could have a greater impact on cash flow in future periods as we also incur such payments in

the normal course of business. Moreover, such measures, and other measures we may implement in the future in response to a

crisis, may negatively impact our reputation and our ability to attract and retain employees. See "Risks Related to Pension

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

various risks described in this Annual Report on Form 10-K and our other filings with the SEC. Any sustained economic

downturn in the U.S. or any of the other countries in which we conduct significant business, other adverse macroeconomic

events, market disruptions, or other events outside of our control, could materially and adversely affect our business, operating

results, and financial condition.

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

demographics of the local communities that we serve.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

their businesses, which has reduced and may continue to reduce their advertising spending. Declines in the U.S. economy could

also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and

automotive.

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

provided for in our financial statements and in our projections of future results.

Adverse economic conditions in the U.S. and in other areas where we operate may increase our exposure to losses resulting

from financial distress, insolvency and the potential bankruptcy of our advertising customers. Our accounts receivable is stated

at net estimated realizable value, and our allowance for credit losses represents our best estimate of credit exposure and is

determined based on several factors, including the length of time the receivables are past due, historical payment trends and

current economic factors. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.

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

be impaired, and our business may be harmed.

We have developed trusted brands comprised of our national publication, USA TODAY, and local media organizations

that provide audiences with essential journalism. We believe our reputation and the trust we have built with our audiences have

contributed to our success. We also believe that maintaining and enhancing our brand and reputation is critical to growing our

user base, advertiser relationships, and partnerships. Maintaining and enhancing our reputation and brand depends on many

factors, including factors that are beyond our control. If our products and services do not work as intended, are utilized in

methods not intended, violate the law, or harm individuals or businesses, we may be subject to government investigations,

enforcement actions, lawsuits, or other legal claims. These risks, if realized, may increase our costs, damage our reputation, or

adversely affect our results of operations. Further, changes in government policies, legislation, and scrutiny may result in

heightened compliance requirements and greater risks of litigation and reputational harm. In addition, defending a lawsuit,

regardless of its merit, is costly and may divert management's attention and if our business liability insurance coverage is

inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed. If we fail to

successfully promote and maintain our trusted brand or if we suffer damage to the public perception of our brand, our business,

operating results, and financial condition may be harmed.

Risks Related to International Operations

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

The Newsquest segment operates in the U.K., and the LocaliQ segment has international sales operations in the U.K.,

Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from international operations

comprised 12% of our total revenues for the year ended December 31, 2025. Our ability to manage these international

operations successfully is subject to numerous risks inherent in foreign operations, including:

• Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events;
• Difficulties or delays in developing a network of clients in international markets;
• Restrictions on the ability of U.S. companies to do business in certain foreign countries;
• Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data

protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of

our products in some jurisdictions or otherwise harm our business;

• International intellectual property laws that may be insufficient to protect our intellectual property or permit us to

successfully defend our intellectual property in international lawsuits;

• Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions,

which could make it more difficult to terminate underperforming employees;

• Currency fluctuations and price controls or other restrictions on foreign currency; and
• Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.

Any of the foregoing factors could materially and adversely impact our international operations, which could harm our

overall business, operating results, and financial condition.

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

Our financial statements are denominated in U.S. dollars; however, certain of our operations are conducted in currencies

other than our reporting currency because we conduct operations in foreign jurisdictions. For example, Newsquest operates in

the U.K., and its operations are conducted in foreign currency, primarily the British pound sterling. Weakening in the British

pound sterling to U.S. dollar exchange rate has in the past, and could in the future, diminish Newsquest's contributions to our

results of operations. If the value of currency in any of the jurisdictions where we conduct business weakens as compared with

the U.S. dollar, our operations in those jurisdictions similarly will contribute less to our results. Since our financial statements

are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have

had, and will continue to have, a currency translation impact on our earnings when the results of those operations that are

reported in foreign currencies are translated into U.S. dollars for inclusion in our consolidated financial statements, which

could, in turn, have a material adverse effect on our reported results of operations in a given period or in specific markets.

Risks Related to Personal Information, Cybersecurity, Artificial Intelligence, and Other Technology

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

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

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

costly litigation and damage our reputation.

Our information systems, both online and on-premise, store and process large amounts of confidential employee data and

data of our subscribers, business customers, prospects, visitors to our websites, attendees at our events and other users, such as

names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and

identity security is critical.

In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service

providers (including cloud-based service providers) to process the personal information of our employees and users, and for a

variety of other operations, including encryption and authentication technology, employee email, domain name registration,

content delivery to customers, administrative functions (including payroll processing and certain finance and accounting

functions), technology functions (including application development and technology support functions) and other operations.

Accordingly, we depend on the security of our third-party service providers and business partners to protect these functions and

associated data. Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners'

networks, computer systems and services could potentially jeopardize the security of personal information or other confidential

information of our employees, customers or users, including payment card (credit or debit) information.

A significant number of our customers authorize us to bill their payment card accounts directly for all amounts charged by

us. These customers provide payment card information and other personally identifiable information which, depending on the

particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and our

contracts with our card processors, if there is a breach of payment card information that we store, we could be liable to the

banks that issue the payment cards for their related expenses and penalties. In addition, if we fail to follow payment card

industry data security standards, even if there is no compromise of customer information, we could incur significant fines or

lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our

business would be seriously harmed.

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

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

In addition to the risks related to personal information discussed above, because we are a news reporting organization,

cybersecurity risks also include attempts by attackers to manipulate or misrepresent our news reporting. Attackers may use a

blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce

our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques) to

disrupt service or exfiltrate data. Cybersecurity incidents and threats are constantly evolving, increasing the difficulty of

detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the

risk from activities of this nature as a result of operational changes such as significant increases in remote work. To date, no

cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business,

financial condition, or results of operations.

Our systems, and those of the third parties with which we work and on which we rely, also may be vulnerable to

interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity

and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics; or other similar events.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change

frequently and often are not recognized until launched against a target, we or our third-party service providers or business

partners may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means,

such as actions or omissions by an employee or contractor, can also result in a data breach or other cybersecurity incident. A

party that is able to circumvent our security measures could misappropriate our proprietary information or the information of

our employees, vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or

those of our employees, vendors, business partners, customers or users. As a result of any such breaches or incidents, our

employees, vendors, business partners, customers, users or other third parties may assert claims of liability against us and these

activities may subject us to governmental fines or penalties, legal claims, adversely impact our reputation, and interfere with our

ability to provide our products and services, all of which may have an adverse effect on our business, financial condition, and

results of operations. The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused

by security breaches or other cybersecurity incidents.

We have implemented controls and taken other preventative measures designed to strengthen our systems against such

cybersecurity incidents and threats, including measures designed to reduce the impact of a security breach at our third-party

vendors and outsourced service providers. Efforts to prevent hackers from disrupting our service or otherwise accessing our

systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as

technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of or

otherwise negatively impact our products, services, and systems. Although the costs of the controls and other measures we have

taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to

respond to a cybersecurity incident or threat and/or to mitigate any security vulnerabilities that may be identified in the future

could be significant.

There can be no assurance that any security measures we, or our third-party service providers, take will be effective in

preventing a cybersecurity incident that could have a material impact on us. We may need to expend significant resources to

protect against security incidents or to address problems caused by such incidents. If an actual or perceived incident or breach

of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose

customers or users. In addition, if hackers manipulate or misrepresent our news reporting, our reputation could be harmed.

Failure to protect confidential customer data or to provide customers with adequate notice of our privacy policies could also

subject us to liabilities imposed by international or United States federal and state regulatory agencies or courts. We could also

be subject to evolving international, federal and state laws that impose data breach notification requirements, specific data

security obligations, or other customer privacy-related requirements. Our failure to comply with any of these laws or

regulations may have an adverse effect on our business, financial condition, and results of operations.

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

compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,

and results of operations.

Many jurisdictions have enacted or are considering enacting privacy or data protection laws and regulations that apply to

the processing or protection of personal information. For example, the General Data Protection Regulation adopted by the EU

and the Data Protection Act of 2018 in the U.K. impose stringent data protection requirements and significant penalties for

noncompliance; California's Consumer Privacy Act created data privacy rights, which other states have implemented as well. A

large and increasing portion of the U.S. population is covered by state comprehensive privacy laws which include the ability for

users to opt-out of cookies. These privacy laws, opt-out mechanisms and general privacy awareness by consumers may limit

our access to user data, reducing advertising personalization and digital advertising revenue. See "Risks Related to Digital

Commerce and Media — Any required changes in practices and techniques to enhance the customer experience, including for

enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our

ability to acquire consumers efficiently." These laws and regulations may impose disclosure requirements, notice and consent

requirements and specific data security obligations, and may also provide for a private right of action or statutory damages. In

addition, all 50 U.S. states have data breach notification laws. The compliance costs and operational burdens imposed by these

laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice

of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities

imposed by the jurisdictions where we operate. Further, because some of our products and services are available on the internet,

we may be subject to laws or regulations exposing us to liability or compliance obligations even in jurisdictions where we do

not have a substantial presence.

Existing privacy-related laws and regulations are evolving and are subject to potentially differing interpretations.

Enforcement of state privacy laws has become more focused in 2025, with enhanced coordination among state attorneys general

and the California Privacy Protection Agency forming a Consortium of Privacy Regulators and conducting coordinated

investigative compliance efforts.

Various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand

and amend current laws or enact new laws regarding privacy and data protection or increase enforcement efforts under existing

laws. For example, the U.K. Information Commissioner's Office is actively auditing and increasing its enforcement of opt-in

consent, cookie compliance and other U.K. General Data Protection Regulation requirements. In addition, various regulatory

bodies have increased privacy-related enforcement efforts, such as the Federal Trade Commission's enforcement activities

relating to misleading privacy disclosures. Any failure or perceived failure by us, or the third-party service providers upon

which we rely, to comply with laws and regulations that govern our business operations, as well as any failure or perceived

failure by us, or the third-party service providers upon which we rely, to comply with our own posted policies, could result in

claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our customers, users

and advertisers. Each of these potential consequences could materially adversely affect our business and results of operations.

We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage,

govern, and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our

results of operations.

We have incorporated and will likely continue to incorporate AI solutions, products, and services including those both

developed in-house and third party AI products and services, as well as other new technologies into our platform, offerings,

services and features, and these applications have become important and may become more important in our operations over

time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us,

which could impair our ability to compete effectively and adversely affect our results of operations. If our competitors and other

third parties adopt AI applications that use our content without end users visiting our network of websites, our digital

advertising and subscription revenues could be reduced and we could lose additional monetization opportunities.

We have strong cross-functional governance structures to evaluate and introduce AI tools, and while we have licensed

broad access to such tools, they are not yet universally available or adopted. Broad learning and skill development programs

have accompanied tools availability to upskill the workforce for an AI-powered world. In some cases, time constraints and

cultural experimentation practices prevent progress with these efforts. Should we fail to embed AI capability or to seize

automation opportunities, we may lose innovative talent or fail to change operating practices at pace with industry demand.

In addition, the introduction of AI applications into our business may disrupt our relationship with employees and/or result

in labor disputes if the AI tools are viewed as displacing work from newsrooms or other business functions, which could

adversely affect our business and results of operations. Additionally, if the content, analyses, or recommendations that AI

applications assist in producing, or our descriptions of our AI use in contexts where we make AI disclosures, are or are alleged

to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely

affected.

The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such

applications or other confidential data. Any such cybersecurity incidents related to our use of AI applications could adversely

affect our reputation and results of operations and expose us to civil litigation and/or regulatory actions. AI applications also

introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to

train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’

intellectual property, which could adversely affect our business and results of operations.

AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive

harm, or legal liability. The EU and several U.S. states including California, Colorado, New York, Texas and Utah have

recently enacted AI-focused consumer protection laws. The rapid evolution of AI, including current and future regulation of AI,

could significantly impact our business and will require significant resources to develop, test and maintain our platform,

offerings, services, and features to help us implement AI ethically and in a compliant manner in order to minimize unintended,

harmful impacts.

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

adversely affect our systems, reputation and operating results.

Third-party subscription-based software services as well as public cloud infrastructure services are utilized to provide

solutions for many of our computing and bandwidth needs. Any interruptions to these services generally could result in the

unavailability of our content sites, and interruptions in service to our subscribers and advertisers and/or our critical business

functions, notwithstanding any contractual service level commitments, business continuity or disaster recovery plans or

agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or

harm to our operations, reputation, and operating results. A transition from these services to different cloud providers would be

difficult to implement and cause us to incur significant time and expense. In addition, if hosting costs increase over time and/or

if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase

disproportionately.

Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content,

and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic,

engagement, and financial performance.

A significant portion of the traffic to, and engagement with, our digital platforms is driven by third-party technology

platforms, including search engines, social media platforms, digital marketplaces, and mobile app stores. These platforms use

proprietary algorithms, ranking criteria, and recommendation systems to determine the visibility, prioritization, and presentation

of content, and we have limited ability to influence or control these systems. Changes to these algorithms, ranking

methodologies, content formats, or platform policies may occur frequently and without notice and may reduce the prominence

or discoverability of our content, resulting in declines in traffic, user engagement, advertising demand, and subscription growth.

In addition, evolving consumer behavior, including the increasing use of AI tools that provide AI-generated answers,

summaries, or content directly to users without directing them to publisher websites, may further reduce referrals to our

platforms and impair our ability to monetize our content. If we are unable to effectively adapt to changes in third-party platform

algorithms, distribution practices, or consumer discovery behaviors, or if these platforms reduce or limit the distribution of our

content, our business, results of operations, and financial condition could be materially and adversely affected.

Additional Risks Related to Our Business

Any significant increase in newsprint costs or disruptions in our newsprint supply chain, or the unavailability of the

materials needed for printing, may materially and adversely affect our business, results of operations and financial

condition.

Our ability to supply the needs of our print operations depends upon the continuing availability of materials needed for

printing, including newsprint, plates and ink, at acceptable prices, and our results of operations may be impacted significantly

by changes in prices or the availability of such materials. The price of newsprint has historically been volatile, and a number of

factors may cause prices to increase, including capacity reductions through the closure and consolidation of newsprint mills or

the conversion of newsprint mills to other products or grades of paper, which has reduced the number of newsprint suppliers

over the years. For example, in January 2026 we received notice that one of our newsprint suppliers was ceasing operations.

Consequentially, the price of newsprint in the marketplace has increased in the first quarter of 2026 and additional increases

may occur. We are actively working to mitigate the impact of this closure. In addition, our supply chain, both domestically and

internationally, is susceptible to disruptions and pricing volatility tied to economic and geopolitical factors, including tariffs and

retaliatory tariffs. We may not be able to secure alternative providers quickly and cost-effectively, which could disrupt our

printing and distribution operations or increase the cost of printing and distributing our newspapers. We generally maintain

approximately 20- to 55-days of newsprint inventory on hand. The timely procurement of necessary production materials is

critical and any significant increase in the cost of newsprint, or undersupply or other significant disruption in the newsprint

supply chain that could not otherwise be mitigated, or the unavailability of materials needed for printing, could have a material

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

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

future reported results of operations.

Our goodwill and indefinite-lived intangible assets, which include mastheads, are subject to annual impairment testing, and

more frequent testing upon the occurrence of certain events or significant changes in our circumstances, to determine whether

the fair value of such assets is less than their carrying value. In such a case, a non-cash charge to earnings may be necessary in

the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2025,

the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $518.8 million,

$164.1 million and $173.7 million, respectively.

We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2025 with the assistance of

third-party valuation specialists and determined that there were no goodwill or intangible impairments.

Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and

market conditions and their impact on operating performance. Changes in key assumptions impacting the analyses could result

in the recognition of additional impairment. There can be no assurance that we will not be required to take an impairment

charge in the future which could have a material adverse effect on our results of operations. While we believe our judgments

represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions,

including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the

capital markets, could lead to future declines in the fair value of a reporting unit. If our future operating results are not in line

with the cash flow forecasts underlying our impairment analysis, we could have an impairment of our goodwill or intangible

assets in the future and such impairment could materially affect our operating results. We continually evaluate whether current

factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and

actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other

long-lived assets. For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or

consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units.

We could be subject to additional tax liabilities, which could adversely affect our operating results and financial

condition.

As a U.S.-based multinational business, we are subject to taxation in U.S. and certain non-U.S. jurisdictions, including the

U.K. Our effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which

we operate and may fluctuate from period to period depending on, among other things, the geographic mix of our profits and

losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in

valuation allowances associated with our deferred tax assets. Changes to enacted tax laws could have an adverse impact on our

future tax rate and tax provision. We may be required to record additional valuation allowances if, among other things, changes

in tax laws or adverse economic conditions negatively impact our ability to realize our deferred tax assets. Evaluating and

estimating our tax provision, current and deferred tax assets and liabilities and other tax accruals requires significant

management judgment, and there are often transactions for which the ultimate tax determination is uncertain.

Our tax returns are subject to review and audit by various tax authorities. Tax authorities may not agree with the treatment

of items reported in our tax returns or positions taken by us, and as a result, tax-related settlements or litigation may occur,

resulting in additional income tax liabilities against us. Although we believe we have appropriately accrued for the expected

outcome of tax reviews and examinations and any related litigation, the final outcomes of these matters could differ from the

amounts recorded in the financial statements. As a result, we may be required to recognize additional tax expense or make

payments related to current or prior periods, or our taxes in the future could increase, which could adversely affect our

operating results and financial condition.

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

property protection, our assets may lose value.

Our business depends on our intellectual property, including, but not limited to, our titles, mastheads, content and

proprietary software, which we may attempt to protect through patents, copyrights, trade laws and contractual restrictions, such

as confidentiality agreements. Our proprietary and other intellectual property rights are important to our success and our

competitive position.

Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and

use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any

misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. Our ability to protect our

own data and intellectual property against infringement may also be impacted by the rapidly evolving regulatory environment

for AI technologies. Any misuse of our intellectual property, including by sources that use AI to scrape data, including our own

content, may have a material adverse effect on our results of operations. If we are unable to procure, protect and enforce our

intellectual property rights, we may not realize the full value of these assets, and our business may suffer. If we must litigate to

enforce our intellectual property rights or determine the validity and scope of the proprietary rights of third parties, such

litigation may be costly and divert the attention of our management from day-to-day operations.

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

significant compliance expenditures and liabilities.

Our operations are subject to federal, state and local laws and regulations pertaining to the environment, storage tanks and

the management and disposal of wastes at our facilities. Under various environmental laws, a current or previous owner or

operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic

substances or petroleum at that property. Such laws often impose liability on the owner or operator without regard to fault, and

the costs of any required investigation or cleanup can be substantial. Although in connection with certain of our acquisitions we

have rights to indemnification for certain environmental liabilities, these rights may not be sufficient to reimburse us for all

losses that we might incur if a property acquired by us has environmental contamination. In addition, although in connection

with certain of our acquisitions we have obtained insurance policies for coverage for certain potential environmental liabilities,

these policies have express exclusions to coverage as well as express limits on amounts of coverage and length of term.

Accordingly, these insurance policies may not be sufficient to provide coverage for us for all losses that we might incur if a

property acquired by us has environmental contamination.

Our operations are also subject to various employee safety and health laws and regulations, including those pertaining to

occupational injury and illness, employee exposure to hazardous materials and employee complaints. Environmental and

employee safety and health laws tend to be complex, comprehensive and frequently changing. As a result, we may be involved

from time to time in administrative and judicial proceedings and investigations related to environmental and employee safety

and health issues. These proceedings and investigations could result in substantial costs to us, divert our management's attention

and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined that we are not in

compliance with applicable laws and regulations, or if our properties are contaminated, it could result in significant liabilities,

fines or the suspension or interruption of the operations of specific printing facilities. Future events, such as changes in existing

laws and regulations, new laws or regulations or the discovery of conditions not currently known to us, may give rise to

additional compliance or remedial costs that could be material.

Risks Related to Pension Obligations and Employees

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

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

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under

collective bargaining agreements. Our retirement plans include (i) the Gannett Retirement Plan (the "GR Plan"), (ii) the Gannett

Retirement Plan for Certain Union Employees, (iii) the Newsquest Pension Scheme in the U.K., (iv) the Newspaper Guild of

Detroit Pension Plan, (v) the George W. Prescott Publishing Company Pension Plan and (vi) the Times Publishing Company

Defined Benefit Pension Plan.

We also participate in certain multiemployer pension plans and because of the nature of multiemployer pension plans, there

are risks to us associated with participation in these plans. For example, in the event of the termination of a multiemployer

pension plan, or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur

material withdrawal liabilities.

Our pension plans invest in a variety of equity and debt securities. Future volatility and disruption in the equity and bond

markets could cause declines in the asset values of our pension plans. As of December 31, 2025, the value of our pension assets

exceeded our pension benefit obligations and our retirement plans were overfunded by approximately $171.2 million on a U.S.

generally accepted accounting principles ("U.S. GAAP") basis.

Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic,

financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future

investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of

future pension contributions.

The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract or retain skilled or

experienced personnel in the future may materially and adversely affect our ability to operate or grow our business

effectively.

The success of our business depends heavily on our ability to attract, engage and retain knowledgeable, experienced

personnel that execute critical functions for us, any of whom may be difficult to replace. We may be constrained in hiring and

retaining sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector,

hiring freezes, public health crises, or due to challenging macroeconomic market conditions. Additionally, the cost of retaining

or hiring such employees could exceed our expectations, which could materially and adversely affect our results of operations,

and labor constraints may limit our profitability due to the impact of rising wages.

We must continually evaluate and upgrade our base of available qualified personnel through recruiting and training

programs to keep pace with changing needs and emerging technologies. This is especially acute for individuals with critical

information technology capabilities and other technology skills that are in high demand by many companies, as competition for

such individuals with proven professional skills is intense, and we expect demand for such individuals to remain strong for the

foreseeable future. Qualified personnel with relevant skills may not be available to us in sufficient numbers and on terms of

employment acceptable to us. A shortage of qualified employees, as well as increased turnover rates, could have an adverse

impact on our productivity and costs, our ability to expand, develop and distribute new products, our entry into new markets,

and our ability to achieve our business goals. In addition, as we continue to implement our business strategy and transform the

organization, cost control initiatives have resulted in a reduced workforce, causing management to operate with reduced

capacity. Reduced staffing levels may materially and adversely affect our ability to conduct our operations and other functions

effectively and impact our profitability and cash flow, especially under economic pressures.

Further, if we are unable to have competitive compensation programs, the incentives provided by our securities or by other

compensation and benefits arrangements are ineffective, or there are perceived or actual limitations for growth opportunities,

we may experience increased turnover and loss of critical capabilities. While we have entered into letter agreements with

certain of our key personnel, these agreements do not ensure that such personnel will continue in their present capacity with us

for any particular period of time and we do not have agreements with all of our critical personnel. Further, we do not have key

employee insurance for any of our current management or other key personnel. The loss of any key personnel or critical

employee would require our remaining key personnel to divert immediate and substantial attention to seek a replacement. The

loss of the services of any of our existing key personnel, including senior officers and critical talent, as a result of competition

or for any other reason, or an inability to find a suitable replacement for any departing key employee on a timely basis could

materially and adversely affect our ability to operate or grow our business.

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

pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during

periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive

program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to

be reduced.

We rely upon equity awards including restricted stock awards, restricted stock units and preferred stock units as a

component of our employee and director compensation programs to align our directors', officers' and employees' interests with

the interests of our stockholders, to attract and retain key talent and provide competitive compensation packages. During

periods in which our stock price declines, we may be required to issue equity awards under the terms of our existing incentive

plan covering a larger number of shares than anticipated to meet the current market level of compensation required to retain key

employees given the strong demand for talent. We also may be required to use a greater percentage of our cash flow for

incentive, retention and hiring payments, which would reduce the cash flow available for other purposes and could have a

material adverse effect on our ability to attract and retain talent necessary to run our business. Our stock price also may face

incremental downward pressure as employees sell more shares into the market than anticipated. In addition, stockholders may

experience additional dilution to the extent we are required to seek, and we obtain, stockholder approval to expand the size of

our employee equity incentive pool in order to maintain a competitive compensation position.

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

affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency

of our operations.

As of December 31, 2025, we employed approximately 7,540 employees in the U.S., of whom approximately 1,200 (or

approximately 15%) were represented by six unions. Of the unionized employees, approximately 47% are in five states. Ohio,

New Jersey, Illinois, Michigan, and Florida represented 11%, 10%, 9%, 9%, and 8% of our union employees, respectively.

Although the Rochester Democrat and Chronicle engaged in a short-lived strike in 2024, our other newspapers have not

experienced a union strike in the recent past nor do we anticipate a union strike to occur, we cannot preclude the possibility that

a strike may occur at one or more of our newspapers at some point in the future. We believe that, in the event of a newspaper

strike, we would be able to continue to publish and deliver to subscribers, which is critical to retaining advertising and

circulation revenues, although there can be no assurance of this. Further, settlement of actual or threatened labor disputes or an

increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor

costs, productivity and flexibility.

Risks Related to the Termination of our Relationship with our Former Manager

Our Former Manager is not liable to us for certain acts or omissions performed in accordance with, and prior to the

termination of, our Former Management Agreement, and for certain matters in connection with the termination of our

relationship with the Former Manager, and we may incur liability for such acts or omissions.

Pursuant to, and prior to the termination of, the Former Management Agreement, the Former Manager assumed no

responsibility other than to render the services called for thereunder in good faith and was not responsible for any action of our

Board of Directors in following or declining to follow its advice or recommendations. The Former Manager, its members,

managers, officers and employees are not liable to us or any of our subsidiaries, to our Board of Directors, or our or any

subsidiary's stockholders or partners for any acts or omissions by the Former Manager, its members, managers, officers or

employees, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the

Former Manager's duties under the Former Management Agreement that occurred prior to its termination. Pursuant to the

Termination Agreement, our indemnification obligations to the Former Manager and its affiliates under the Former

Management Agreement survived its termination. In addition, pursuant to the Termination Agreement, the Former Manager

will be held harmless with respect to certain acts and omissions performed in connection with the Termination Agreement

except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the

Former Manager's performance under the Termination Agreement. As a result, we may incur liabilities as a result of certain acts

or omissions by the Former Manager, which could materially and adversely impact our business and results of operations.

Risks Related to our Common Stock

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

liquidity.

The market price of our Common Stock may fluctuate widely, depending upon many factors, some of which may be

beyond our control. These factors include, without limitation:

• Risks and uncertainties associated with public health matters and other events outside of our control;
• Our business profile and market capitalization may not fit the investment objectives of any stockholder;
• A shift in our investor base;
• Our quarterly or annual earnings, or those of other comparable companies;
• Actual or anticipated fluctuations in our operating results;
• Risks relating to our ability to meet long-term forecasts;
• Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic

developments and other material events;

• The failure of securities analysts to cover our Common Stock;
• Changes in earnings estimates by securities analysts or our ability to meet those estimates;
• The operating and stock price performance of other comparable companies;
• Negative public perception of us, our competitors, or industry;
• Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other

conditions affecting the financial and capital markets;

• Changes in accounting standards, policies guidance, interpretations or principles; and
• General economic conditions.

In addition, our Board of Directors has authorized the repurchase of up to $100 million of our Common Stock (the "Stock

Repurchase Program"). The amount and timing of the purchases, if any, will depend on a number of factors, including, but not

limited to, the price and availability of the shares, trading volume, capital availability, Company performance and general

economic and market conditions. Further, future repurchases under our Stock Repurchase Program may be subject to various

conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a

waiver or similar relief. The Stock Repurchase Program will continue in effect until the approved dollar amount has been used

to repurchase shares or the program is terminated by further action of the Board of Directors. This repurchase program has no

termination date and may be suspended or discontinued at any time. The Stock Repurchase Program does not require us to

repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure

stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase

Program or that it will enhance long-term stockholder value. Our stock repurchases, if any, could affect the trading price of our

stock, the volatility of our stock price, reduce our cash reserves, and may be suspended or discontinued at any time, which may

result in a decrease in our stock price.

Further, stock markets in general and recently have experienced volatility that has often been unrelated to the operating

performance of a particular company. These broad market fluctuations may adversely affect the trading price of our Common

Stock. Additionally, these and other external factors have caused and may continue to cause the market price and demand for

our Common Stock to fluctuate, which may limit or prevent investors from readily selling their shares of Common Stock and

may otherwise negatively affect the liquidity of our Common Stock. Further, an unpredictable or volatile U.S. political

environment could negatively impact business and market conditions, economic growth, financial stability, and business,

consumer, investor, and regulatory sentiments, any one or more of which could have a material adverse impact on our stock

price, financial condition and results of operations.

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

could materially adversely affect the market price of our Common Stock.

Sales or issuances of substantial amounts of shares of our Common Stock, or the perception that such sales or issuances

might occur, could adversely affect the market price of our Common Stock. The issuance of our Common Stock in connection

with property, portfolio or business acquisitions or the settlement of awards that may be granted under our Incentive Plans (as

defined below) or otherwise could also have an adverse effect on the market price of our Common Stock.

In accordance with the Investor Agreement among the Company and the holders of the 2027 Notes (the "2027 Holders")

and the Registration Rights Agreement among the Company and holders of the 2031 Notes (together with the 2027 Holders, the

"Holders"), in each case establishing certain terms and conditions concerning the rights and restrictions on the respective

Holders with respect to the Holders' respective ownership of the 2027 Notes or the 2031 Notes, the Holders have certain

registration rights with respect to the shares of Common Stock to be issued upon conversion of the 2027 Notes or the 2031

Notes. In addition, Holders who receive Common Stock upon conversion of the 2027 Notes or the 2031 Notes may be able to

sell these shares of Common Stock pursuant to any applicable exemption under the Securities Act of 1933, as amended, or the

rules promulgated thereunder, including Rule 144, if applicable. If significant quantities of the Common Stock are sold, or if it

is perceived that they may be sold, the trading price of the Common Stock could go down.

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

dividends, and we may not be able to pay dividends in the future or at all.

We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in

the future. In addition, our 2029 Term Loan Facility contains terms that restrict our ability to pay dividends or make other

distributions. Under the 2029 Term Loan Facility, we can only pay cash dividends up to an agreed-upon amount and provided

that the ratio of Total Indebtedness secured on an equal priority basis with the 2029 Term Loan Facility (net of Unrestricted

Cash) to Consolidated EBITDA (as such terms are defined in the 2029 Term Loan Facility) does not exceed a specified ratio.

The 2031 Notes Indenture contains similar dividend restrictions. The 2031 Notes Indenture also provides that, at any time our

Total Gross Leverage Ratio (as defined in the 2031 Notes Indenture) exceeds 1.50 to 1.00 and we approve the declaration of a

dividend, we must offer to purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend. This

repurchase offer requirement may make it impractical to declare and pay dividends at any time that the requirement is in effect.

Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

Any determination by our Board of Directors regarding dividends will depend on a variety of factors, including our U.S.

GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of

cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee

regarding the timing and amount of any dividends. Our ability to pay dividends in the future will depend on our future financial

performance, which, in turn, depends on the successful implementation of our strategy and on financial, competitive,

regulatory, technical and other factors, general economic conditions, demand and selling prices for our products, and other

factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate

free cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases

in costs, capital expenditures, or debt servicing requirements.

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

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

of the 2031 Notes.

We have issued and may continue to issue equity in order to raise capital or in connection with future acquisitions and

strategic investments, which would dilute investors' percentage ownership in the Company. In addition, a stockholder's

percentage ownership may be diluted if we issue equity-linked instruments, such as our 2027 Notes and 2031 Notes. Further,

the percentage ownership of our existing stockholders may be diluted in the future as a result of any issuances of our shares

upon exercise of any outstanding options, or issuances of shares under our equity incentive plans.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, a stockholder's

ownership interest in the Company may be diluted, and the terms of these securities may include liquidation or other

preferences that adversely affect a stockholder's rights. Debt and equity financings, if available, may involve agreements that

include covenants limiting or restricting our ability to take specific actions, such as redeeming our shares, making investments,

incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell

or license intellectual property rights.

The percentage ownership of our existing stockholders may be diluted in the future as result of the issuance of Common

Stock due to conversion of the 2027 Notes or the 2031 Notes. Each 2027 Note and each 2031 Note may be converted into

shares of Common Stock at an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of Notes

(subject to adjustment as provided in the Indenture, the "Conversion Rate"). Based on the number of shares outstanding on

February 20, 2026, conversion of all of the 2027 Notes and all of the 2031 Notes into Common Stock (assuming no adjustments

to the Conversion Rate) would result in the issuance of an aggregate of 49.6 million shares of the Common Stock representing

approximately 25% of the shares outstanding as of February 20, 2026 and conversion of all of the 2027 Notes and 2031 Notes

into Common Stock (assuming the maximum increase in the Conversion Rate as a result of certain events, including, subject to

exceptions as described in the Indenture, the acquisition of 50% or more of voting power of our securities by a person or group,

a stockholder-approved liquidation of us, the delisting of our Common Stock, or certain changes of control, but no other

adjustments to the Conversion Rate) would result in the issuance of an aggregate of 158.1 million shares of the Common Stock

representing approximately 52% of the shares outstanding as of February 20, 2026. To our knowledge, a majority in aggregate

principal amount of the outstanding 2031 Notes are held by entities controlled, managed or advised by a large financial sponsor.

In the event that a holder of a majority or even a significant portion of the 2031 Notes were to convert their notes into Common

Stock, such a holder could possess significant voting power with respect to our Common Stock and may have interests that are

different from, or adverse to, the interests of our other stockholders. From time to time, investors (including holders of a

significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to

predict or monitor such ownership.

Any sales of the Common Stock issuable upon such conversion could adversely affect prevailing market prices of our

Common Stock. In addition, the existence of the 2027 Notes and the 2031 Notes may encourage short selling by market

participants because the conversion of the 2027 Notes or the 2031 Notes could be used to satisfy short positions. Further, the

anticipated possibility of conversion of the 2027 Notes or the 2031 Notes into shares of our Common Stock could depress the

price of our Common Stock.

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

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

Our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law contain

provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids

unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board of Directors rather than

to attempt a hostile takeover. These provisions provide for:

• Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws

regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation

and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of

our capital stock entitled to vote thereon;

• Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity

only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to

vote thereon;

• Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of

stockholders entitled to vote in the election of directors;

• Our Board of Directors to determine the powers, preferences and rights of our preferred stock and to issue such

preferred stock without stockholder approval;

• Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent

stockholders from calling special meetings of our stockholders;

• Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual

meetings;

• A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common

Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the

issued and outstanding shares of our Common Stock can elect all the directors standing for election; and

• Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our

amended and restated bylaws, only by unanimous written consent.

Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if

the transaction is considered favorable to stockholders. These anti-takeover provisions could substantially impede the ability of

stockholders to benefit from a change in control or a change in our management and Board of Directors and, as a result, may

adversely affect the market price of our Common Stock and a stockholder's ability to realize any potential change of control

premium.

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

offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of

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

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

Our ability to be competitive in the marketplace is dependent on the availability of adequate capital. We may raise

additional capital through the issuance of debt or equity securities (including preferred stock) from time to time. There is no

guarantee that we will file or have an effective shelf registration statement on file with the SEC, which could impact our ability

to engage in future offerings and could impair our ability to raise additional capital quickly in response to changing

requirements and market conditions.

In addition, upon liquidation, holders of our debt securities (including holders of our 2031 Notes and 2027 Notes) and

preferred stock, if any, and lenders with respect to other borrowings (including the lenders under the 2029 Term Loan Facility)

will be entitled to our available assets prior to the holders of our Common Stock. Preferred stock could have a preference on

liquidating distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our

Common Stock.

Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other

factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of

our Common Stock bear the risk of our future offerings reducing the market price of our Common Stock and diluting the value

of their holdings in our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

34

ITEM 1C. CYBERSECURITY

Risk management and strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats

(as such term is defined in Item 106(a) of Regulation S-K), including, among other things, operational risks, intellectual

property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and

legal risks, and reputational risks.

We employ various processes and controls to aid in our efforts to identify, assess, and manage our material risks from

cybersecurity threats and to protect against, detect, and respond to cybersecurity incidents (as such term is defined in Item

106(a) of Regulation S-K). To identify and assess material risks from cybersecurity threats, we consider and gather information

with respect to the confidentiality, integrity, and availability of our information systems (as defined in Item 106(a) of

Regulation S-K). We have adopted policies and procedures that are designed to assist us with managing identified risks at a

system and organizational level and with assessing the materiality of the risk, its severity, and potential mitigations or

remediations. Our enterprise risk management program considers cybersecurity threat risks alongside other company risks as

part of our overall risk assessment process.

The cybersecurity risk identification process includes: (i) identifying information systems and assets, including physical

and virtual devices, software, data, data transfers, external systems, and cloud resources; (ii) reviewing organizational business

processes, identities, access, and roles (including privileged access), asset configurations, technology policies, standards,

controls, and processes; (iii) determining if those systems or assets process or store customer and/or employee personal data,

(iv) analyzing the criticality of systems, assets and business processes and sensitivity of data; and (v) identifying vulnerabilities

and threats to the identified systems, assets, data, and processes, from both internal and external sources, including through

threat intelligence, previous cybersecurity incidents, and third-party assessments.

Our processes also consider cybersecurity risks associated with our use of third-party service providers and business

partners, including those in our supply chain and those who have access to our customer and employee data or our information

systems. Identified third-party service provider and business partner risks are managed by our cybersecurity risk management

program. In addition, cybersecurity and privacy considerations affect the selection and oversight of our third-party service

providers and business partners, as well as third-party specific integration plans. Additionally, we generally require those third

parties that could introduce significant cybersecurity or data privacy risk to us to agree by contract to comply with applicable

data protection laws, and to manage their cybersecurity risks by implementing appropriate technical and organizational

measures, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.

We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation

processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training,

threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and

assessments performed by qualified security personnel and by third-party firms. As part of the above-described processes, we

engage with third-party firms to perform independent assessments, including internal and external penetration tests,

configuration assessments, security plan and program assessments, compliance assessments, and incident response readiness

exercises to help identify areas for continued focus, improvement and/or compliance.

Identified risks are evaluated and assessed by the Company's security review council, comprised of various security,

technology, legal and privacy staff members and management. A member of management is assigned as the risk owner and

takes an active role in managing the risk, including approving the risk response and risk treatment plan, as well as participating

in assessing any residual risk after implementation of the treatment plan. Our Chief Information Security Officer oversees our

cybersecurity risk management program.

In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology

and Data Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management

responsible for the function where the risk has been identified. The risk is then reviewed by the Disclosure Committee, which

includes among others, the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief

Accounting Officer to determine whether the risk is material for disclosure purposes in accordance with applicable rules and

regulations.

In 2025, our business strategy, results of operations, and financial condition were not materially affected by risks from

cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any

future material incidents. We describe whether and how risks from identified cybersecurity threats, including as a result of any

35

previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business

strategy, results of operations, or financial condition, under the heading "Risks Related to Personal Information, Cybersecurity,

Artificial Intelligence, and Other Technology" under Risk Factors in this Annual Report on Form 10-K, which disclosures are

incorporated by reference herein.

Governance

Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of

Directors and management. Our Board of Directors has delegated oversight of risks from cybersecurity threats to its

Nominating and Corporate Governance Committee (the "Governance Committee"). Quarterly or as needed, our directors

receive an overview from management of our cybersecurity program and strategy covering topics such as cybersecurity

incidents and response, progress towards pre-determined risk-mitigation-related goals, results from third-party assessments,

cybersecurity staffing, compliance status, and material cybersecurity threat risks or incidents and developments, as well as the

steps management has taken to respond to any such risks. In such sessions, our Chief Information Security Officer is available

to the directors to discuss any relevant cybersecurity matters. In addition, at least bi-annually, the Chief Information Security

Officer reports to the Governance Committee about cybersecurity threat risks, among other cybersecurity related matters.

Our cybersecurity risk management and strategy processes discussed above are led by our Chief Information Security

Officer and Chief Technology and Data Officer. Specifically, our Chief Information Security Officer has approximately 11

years of experience developing cybersecurity strategy, incident response, and implementing cybersecurity programs for public

media companies and is a certified boardroom Qualified Technology Expert and Certified Information Systems Security

Professional.

ITEM 2. PROPERTIES

Our corporate headquarters are located in New York, New York, where we lease approximately 24 thousand square feet,

under a lease agreement terminating in May 2031. We also have an executive office in Pittsford, New York, where we lease

approximately 7 thousand square feet under a lease agreement terminating in December 2026.

Our USA TODAY Media facilities, which are all domestic, occupy approximately 3.9 million square feet in the aggregate,

of which approximately 3.0 million square feet are leased from third parties. Leased facilities include news bureaus, sales

offices, and distribution centers. We own some of the plants that house most aspects of the publication process but in certain

locations have outsourced printing or combined the printing of multiple publications.

Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 420 thousand square feet in the U.K.

spread over 55 locations. Of this, approximately 270 thousand square feet spread over 44 locations are leased from third parties,

including three production facilities. Included in Newsquest's 11 owned premises is one production facility.

LocaliQ is headquartered in Woodland Hills, California, and has sales offices in two states: California and Texas, which

occupy approximately 84 thousand square feet. In addition, LocaliQ leases approximately 11 thousand square feet across five

locations in two countries: Australia and New Zealand. Excluded from the international square footage but included in location

counts are serviced office spaces.

All of our material real properties owned by our material domestic subsidiaries are mortgaged as collateral for our 2029

Term Loan Facility, 2027 Notes and 2031 Notes. We believe our current facilities, including the terms and conditions of the

relevant lease agreements, are adequate to operate our businesses as currently conducted.

ITEM 3. LEGAL PROCEEDINGS

Information regarding legal proceedings may be found in Note 14 — Commitments, contingencies and other matters —

Legal Proceedings of the notes to the Consolidated financial statements, which is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PURCHASES OF EQUITY SECURITIES

Market information and holders

Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "TDAY."

As of February 20, 2026, there were approximately 3,432 holders of record of our Common Stock.

Dividends

We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in

the future. In addition, the terms of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have

terms that restrict our ability to pay dividends.

Issuer purchases of equity securities

Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our

Common Stock, par value $0.01 per share. Repurchases may be made from time to time through open market purchases or

privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities

Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities laws and

other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors, including, but not

limited to, the price and availability of the Company's shares, trading volume, capital availability, Company performance and

general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time.

Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our

various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief. The Stock

Repurchase Program will continue in effect until the approved dollar amount has been used to repurchase shares or the program

is terminated by further action of the Board of Directors. The Stock Repurchase Program does not require us to repurchase any

specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure stockholders that any

specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase Program or that it will

enhance long-term stockholder value.

During the year ended December 31, 2025, we did not repurchase any shares of Common Stock under the Stock

Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was

approximately $96.9 million.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

OVERVIEW

We are a diversified media company with expansive reach at the national and local level dedicated to empowering and

enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions

company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK,

comprised of the national publication, USA TODAY, and our network of local properties, in the United States (the "U.S."), and

Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential journalism, local

content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where

consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with

innovative digital marketing products and solutions.

In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the

names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital

Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and

reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on

Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"

"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its

subsidiaries.

We report in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that

includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad

corporate functions. A full description of our reportable segments is included in Note 15 — Segment reporting in the notes to

the Consolidated financial statements.

Strategy and executive summary

We are focused on becoming a sustainable, growth‑driven media and digital marketing solutions company. Our strategy is

rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii)

strengthening our capital structure, all supported by an increasingly integrated operating foundation, including modernized

technology systems, automated workflows, enhanced data capabilities, and continued investment in our people and talent

development. Our strategy unifies trusted journalism and digital innovation under one brand: USA TODAY Co. and is

represented by our motto, "National voice. Local strength." Our consolidated results for the year ended December 31, 2025,

reflect the execution of our operating priorities, including the changes in our mix of revenues, cost structure, and capital

allocation.

Expand reach and engagement with our customer segments

We aim to grow and strengthen our large national and local audiences across our USA TODAY Media, Newsquest, and

LocaliQ segments by delivering relevant content and expanded offerings, and as of December 31, 2025, we have built one of

the largest digital audiences in the U.S. media sector, both locally and nationally.

Diversify digital revenues

We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,

maximizing yield, and tailoring opportunities to individual consumer behavior. We aim to accomplish this by offering a wide

range of solutions across advertising, subscriptions, and commerce, while increasingly leveraging our existing content to power

syndication, affiliate, content and AI partnerships, as well as licensing arrangements. As a result of these efforts, as of

December 31, 2025, total Digital revenues as a percentage of total revenues increased by two percentage points to 46%

compared to 44% at December 31, 2024.

Strengthen our capital structure

We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth

initiatives with the goal to support long‑term financial resilience and innovation. During the year ended December 31, 2025, we

repaid $135.5 million of long-term debt and as of December 31, 2025 had cash provided by operating activities of $114.4

million.

Industry trends

We have considered several industry trends when assessing our strategy:

• Print advertising and Print circulation revenues have and are expected to continue to decline as our audience

increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the

declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and

revenue streams.

• Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases.
• Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but

not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence.

We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising

performance and reduced spending.

• We rely on third-party platforms from large technology companies, particularly search engines, social media

platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our

content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can

influence both the type of media we acquire and the associated costs. We continue to adapt by diversifying our digital

strategies and optimizing content distribution to mitigate these impacts.

• The application of AI and the rapid rate of change within the AI ecosystem is increasing the pace of change in the

media sector.

Recent developments

On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News

Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with

incremental debt financing under our 2029 Term Loan Facility in an aggregate principal amount equal to $15.0 million from

funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan

Facility, as described in Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated financial statements,

were amended. Subsequent to the Detroit News Transaction the 2029 Term Loan Facility will bear interest at an annual rate

equal to Adjusted Term SOFR plus a margin of 4.5% with a floor of 150 basis points.

Recently enacted U.S. tax legislation

On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced

significant tax law changes with varying effective dates for businesses. We have evaluated the provisions of the Act on the

Consolidated financial statements, and its impact was included in our income tax provision for the year ended December 31,

2025. Key provisions of the Act applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining

adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimental expenditures,

and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. Beginning with

2026, the legislation also makes changes to the Global Intangible Low-Taxed Income regime, including an increase in the

effective tax rate and modifications to the calculation of tested income. As a result of the changes in determining adjusted

taxable income under Section 163(j), the Company's limitation on the deductibility of business interest expense and our

corresponding valuation allowance on non-deductible U.S. interest expense carryforwards was reduced.

Macroeconomic environment

We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,

trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and

political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted

and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in

demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop

spend.

We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan

facility (the "2029 Term Loan Facility"), which as of December 31, 2025, accounted for approximately 75% of our outstanding

debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K. We expect

continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business. See "Item 1A

— Risk Factors" in this Annual Report on Form 10-K.

Seasonality

We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from

seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related

spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,

which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.

Foreign currency

Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in

regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars

at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the

balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our

international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to

other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During

the year ended December 31, 2025, foreign currency exchange rate fluctuations had a positive impact on our revenues and

profitability.

Reclassifications

Certain reclassifications have been made to the prior years' Consolidated financial statements to conform to classifications

used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.

RESULTS OF OPERATIONS

Consolidated summary

A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by

segment.

*** Indicates an absolute value percentage change greater than 100.

(a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 million and $150.5 million for the years ended December 31, 2025, 2024 and 2023,

respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA

TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented

gross but are eliminated in consolidation.

(b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 million and $186.1 million for the years ended December 31, 2025, 2024 and

2023, respectively.

(c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees

associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,

(gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service

cost.

Revenues

Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated

through multiple services, including search advertising, display advertising, search optimization, social media, website

development, web presence products, customer relationship management, and software-as-a-service solutions, classified

advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our

publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.

Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the

sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,

and revenues from our events business.

Operating costs

Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs

and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our

marketing solutions and technology infrastructure.

Selling, general and administrative expenses

Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.

Integration and reorganization costs

Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual

restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations.

For the year ended December 31, 2025, we incurred Integration and reorganization costs of $31.6 million. Of the total costs

incurred, $28.9 million were related to severance activities and $2.7 million were related to other reorganization-related costs,

mainly due to $12.8 million of costs associated with improving operations and consolidating facilities and $2.1 million related

to the departure of the Company's former Chief Financial Officer, partially offset by the reversal of withdrawal liabilities

related to multiemployer pension plans of $12.2 million based on the settlement of withdrawal liabilities.

For the year ended December 31, 2024, we incurred Integration and reorganization costs of $66.2 million. Of the total costs

incurred, $15.1 million were related to severance activities and $51.0 million were related to other reorganization-related costs,

including $24.5 million related to withdrawal liabilities, generally paid over a period of approximately 20 years, which were

expensed as a result of ceasing contributions to multiemployer pension plans, and $9.7 million expensed as of the cease-use

date related to certain licensed content, as well as costs associated with facility consolidation and systems implementation.

For the year ended December 31, 2023, we incurred Integration and reorganization costs of $24.5 million. Of the total costs

incurred, $18.5 million were related to severance activities and $6.0 million were related to other costs, including costs for

consolidating operations, primarily related to costs associated with systems implementation and the outsourcing of corporate

functions, partially offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 million based

on settlement of the withdrawal liabilities.

Asset impairments

For the year ended December 31, 2025, we recorded impairment charges of $2.2 million related to our plan to monetize

non-strategic assets.

For the year ended December 31, 2024, we recorded impairment charges of $46.6 million, of which approximately

$46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.

For the year ended December 31, 2023, we recorded impairment charges of $1.4 million related to our plan to monetize

non-strategic assets.

(Gain) loss on sale or disposal of assets, net

For the year ended December 31, 2025, we recognized a net gain on the sale of assets of $16.8 million, primarily related to

a gain of $20.8 million related to the sale of the Austin American-Statesman, partially offset by a loss of $5.4 million on the

sale of a non-strategic asset at the USA TODAY Media segment.

For the year ended December 31, 2024, we recognized a net loss on the sale of assets of $1.1 million, primarily related to

net losses of $1.7 million at the USA TODAY Media segment and $0.2 million at our Corporate category, partially offset by a

net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.

For the year ended December 31, 2023, we recognized a net gain on the sale of assets of $40.1 million, primarily related to

a net gain of $38.9 million at the USA TODAY Media segment due to the sales of production facilities as part of our plan to

monetize non-strategic assets, and a gain of $1.4 million at our Corporate category related to the sale of intellectual property.

Interest expense

For the years ended December 31, 2025, 2024 and 2023, Interest expense was $97.2 million, $104.7 million and $111.8

million, respectively.

The decrease in interest expense for the year ended December 31, 2025 compared to 2024, was primarily due to a lower

debt balance driven by quarterly amortization and required prepayments on our $900.0 million five-year first lien term loan

facility (the "2029 Term Loan Facility"), which on October 15, 2024, refinanced and replaced the Company's previous five-year

senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan").

The decrease in interest expense for the year ended December 31, 2024 compared to 2023, was primarily due to a lower

debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan,

and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026

Senior Notes"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an

increase in interest rates on the Senior Secured Term Loan.

Loss (gain) on early extinguishment of debt

For the year ended December 31, 2025, we recognized a net loss on the early extinguishment of debt of $1.5 million, and

for the years ended December 31, 2024 and 2023, we recognized net gains of $55.6 million and $4.5 million, respectively,

mainly due to our debt refinancing transactions. Refer to Note 9 — Debt for additional discussion regarding our debt.

Other (income) expense, net

A summary of Other (income) expense, net is presented below:

*** Indicates an absolute value percentage change greater than 100.

(a)Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.

(b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost. In addition, for the year ended December 31,

2025, included a pension settlement gain of $11.8 million related to the purchase of an annuity by the Gannett Retirement Plan.

(Benefit) provision for income taxes

The following table summarizes our pre-tax net loss before income taxes and income tax accounts:

NM indicates not meaningful.

Our effective tax rate for the year ended December 31, 2025 was 237.6%. The tax benefit for 2025 was primarily impacted

by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards,

and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense

carryforwards and the global intangible low-taxed income inclusion.

Our effective tax rate for the year ended December 31, 2024 was 66.0%. The tax benefit for 2024 was primarily impacted

by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation

allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on

non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion.

Our effective tax rate for the year ended December 31, 2023 was not meaningful. The tax provision for 2023 was primarily

impacted by the valuation allowances on non-deductible U.S. interest expense carryforwards, the global intangible low-taxed

income inclusion, the release of uncertain tax positions in the U.S., and the reduction in the blended state tax rate, which were

offset by the tax benefit of the pre-tax book loss.

Net income (loss) attributable to USA TODAY Co. and diluted income (loss) per share attributable to USA TODAY Co.

For the year ended December 31, 2025, Net income attributable to USA TODAY Co. and diluted income per share

attributable to USA TODAY Co. was $1.7 million and $0.01, respectively. For the years ended December 31, 2024 and 2023,

Net loss attributable to USA TODAY Co. was $26.4 million and $27.8 million, respectively, and diluted loss per share

attributable to USA TODAY Co. was $0.18 and $0.20, respectively. The changes reflect the various items discussed above and

below in "Segment Results."

Segment results

Segment Adjusted EBITDA

We evaluate the performance of our segments based on financial measures such as revenues and Segment Adjusted

EBITDA (defined below). The Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, uses

Segment Adjusted EBITDA to evaluate the performance of our segments and allocate resources. Segment Adjusted EBITDA

provides an assessment of controllable expenses and affords the CODM the ability to make decisions which are expected to

facilitate meeting current financial goals as well as achieve optimal financial performance.

Management considers Segment Adjusted EBITDA to be an important metric to evaluate and compare the ongoing

operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items that we

do not believe are indicative of each segment's core operating performance.

We define Segment Adjusted EBITDA as revenues less (1) operating costs and (2) selling, general and administrative

expenses, plus (3) equity (income) loss in unconsolidated investees, net.

Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3)

Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6)

Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible

impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other

(income) expense, net.

Non-GAAP measure

Total Adjusted EBITDA is defined as Segment Adjusted EBITDA plus Corporate. Total Adjusted EBITDA is a non-

GAAP financial performance measure we believe offers a useful view of the overall operation of our business, and may be

different than similarly-titled measures used by other companies. A non-GAAP financial measure is generally defined as one

that purports to measure financial performance, financial position, or cash flows, but excludes or includes amounts that would

not be so excluded or included in the most comparable U.S. generally accepted accounting principles ("U.S. GAAP") measure.

Total Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for U.S.

GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Total Adjusted

EBITDA and using this non-GAAP financial measure as compared to U.S. GAAP net income (loss) include: the exclusion of

the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which

are items that may significantly affect our financial results.

Management believes Total Adjusted EBITDA is important in evaluating our performance, results of operations, and

financial position. We use this non-GAAP financial performance measure to supplement our U.S. GAAP results in order to

provide a more complete understanding of the factors and trends affecting our business.

Total Adjusted EBITDA is not an alternative to Net income (loss) attributable to USA TODAY Co., or any other measure

of performance derived in accordance with U.S. GAAP, and as such, should not be considered or relied upon as a substitute or

alternatives for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliation of Total Adjusted

EBITDA to Net income (loss) attributable to USA TODAY Co. along with our consolidated financial statements included

elsewhere in this Annual Report on Form 10-K. We also strongly urge you not to rely on any single financial performance

measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under

U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may

differ from and may not be comparable to similarly titled measures used by other companies.

Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA

(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the

Company's employee base, consolidate facilities and improve operations.

(b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees

associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,

(gains) losses from the sale of investments and third-party debt costs.

USA TODAY Media segment 2025 compared to 2024

A summary of our USA TODAY Media segment results for the years ended December 31, 2025 and 2024 is presented

below:

*** Indicates an absolute value percentage change greater than 100.

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:

(a) Included Commercial printing and delivery revenues of $111.2 million and $141.8 million for the years ended December 31, 2025 and 2024, respectively.

For the year ended December 31, 2025, Digital advertising revenues increased compared to 2024, primarily due to an

increase in national revenues, including programmatic revenues, partially offset by lower classified advertising spend and the

absence of revenues in 2025 associated with businesses divested of $3.7 million.

For the year ended December 31, 2025, Digital marketing services revenues decreased compared to 2024, primarily due to

a decrease in client count as well as the absence of revenues in 2025 associated with a business divested of $6.5 million.

For the year ended December 31, 2025, Digital-only subscription revenues decreased compared to 2024, primarily due to a

decrease in in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only

subscription revenues for the year ended December 31, 2025 also reflected the absence of revenues in 2025 associated with

businesses divested of $4.1 million. Refer to "Key Performance Indicators" below for further discussion of digital-only paid

subscriptions.

For the year ended December 31, 2025, Digital other revenues decreased compared to 2024, primarily due to the absence of

revenues in 2025 associated with businesses divested of $14.3 million, as well as a decrease in affiliate and partnership

revenues, mainly due to the termination and amendment of various affiliate agreements.

For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease

in local print display advertisements and advertiser inserts, as well as lower spend on classified advertisements. In addition, the

decrease in Print advertising revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025

associated with businesses divested of $11.7 million.

For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline

in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially

offset by an increase in rates. In addition, the decrease in Print circulation revenues for the year ended December 31, 2025

reflected the absence of revenues in 2025 associated with businesses divested of $8.5 million.

For the year ended December 31, 2025, Commercial and other revenues decreased compared to 2024, primarily due to a

decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the

decrease in Commercial and other revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025

associated with businesses divested of $21.3 million, of which $14.6 million related to commercial print and delivery revenues.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,

primarily due to lower volume driven by the decline in revenues, as well as lower costs related to the absence of revenues in

2025 associated with businesses divested of $2.5 million.

For the year ended December 31, 2025, Distribution costs decreased compared to 2024, primarily due to a decrease of

$25.7 million associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in

multiple markets, including the impact of businesses divested of $6.1 million, as well as a decrease in postage costs of

$3.6 million, mainly driven by the volume declines, including the impact of businesses divested of $2.7 million.

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense of $32.3 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the

impact of businesses divested of $10.6 million, downsizing our facilities footprint and the conversion to mail delivery in

multiple markets.

For the year ended December 31, 2025, Outside services costs, which includes professional services fulfilled by third

parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2024, primarily due

to a decrease in news and editorial expenses of $8.7 million, mainly due to the cease-use of certain licensed content and the

impact of businesses divested, a decrease in third-party media fees of $3.7 million, a decrease in outside printing costs of

$2.0 million, and a decrease in event related expenses of $1.7 million, mainly due to the impact of businesses divested.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to lower facility related

expenses of $17.6 million, mainly associated with facility closures and lower promotion costs of $5.5 million, mainly due to the

impact of businesses divested.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense of $22.6 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives and lower

commissions as well as the impact of businesses divested of $3.9 million.

For the year ended December 31, 2025, Outside services and other costs, which include services fulfilled by third parties,

decreased compared to 2024, mainly due to a decrease of $13.0 million in promotion costs and a decrease of $13.3 million in

other miscellaneous expenses, including technology costs, partially offset by higher bad debt expense of approximately

$1.8 million.

USA TODAY Media segment 2024 compared to 2023

A summary of our USA TODAY Media segment results for the years ended December 31, 2024 and 2023 is presented

below:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:

(a) Included Commercial printing and delivery revenues of $141.8 million and $178.1 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an

increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive

advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications.

For the year ended December 31, 2024, Digital marketing services revenues increased compared to 2023, primarily due to

an increase in client spend.

For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily due to

an increase in Digital-only ARPU of 21.2%, mainly due to higher rates. Refer to "Key Performance Indicators" below for

further discussion of Digital-only ARPU.

For the year ended December 31, 2024, Digital other revenues increased compared to 2023, primarily due to an increase in

affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were

sunset.

For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to a decrease

in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers

driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications

and real estate advertisements.

For the year ended December 31, 2024, Print circulation revenues decreased compared to 2023, primarily due to a decline

in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home

delivery and single copy.

For the year ended December 31, 2024, Commercial and other revenues decreased compared to 2023, primarily due to a

decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a

business divested in 2024 and facility closures as well as a decrease in the price of newsprint.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,

primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately

$12.8 million.

For the year ended December 31, 2024, Distribution costs decreased compared to 2023, primarily due to a decrease of

$55.6 million associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization,

partially offset by an increase in postage costs of $7.9 million, mainly due to conversion to mail delivery in multiple markets, as

well as higher postage costs associated with increased revenue for direct mail.

For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to

lower payroll expense of $10.5 million, mainly driven by a decrease in headcount tied to ongoing cost control initiatives,

including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser

extent, lower employee benefit costs of $1.8 million.

For the year ended December 31, 2024, Outside services costs, which includes professional services fulfilled by third

parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023, primarily due

to a decrease in news and editorial expenses of $12.9 million, mainly due to the cease-use of certain licensed content, a decrease

in event related expenses of approximately $5.2 million, mainly due to the decline in revenues, and a decrease in third-party

media fees of approximately $3.7 million, partially offset by an increase in outside printing costs of $3.9 million.

For the year ended December 31, 2024, Other costs decreased compared to 2023, primarily due to lower miscellaneous

expenses of $23.3 million, mainly related to lower technology costs, as well as lower facility related expenses of $15.0 million,

mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately

$0.9 million.

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:

For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to

lower payroll expense of $2.2 million, driven by lower commissions related to revenue performance as well as a decrease in

headcount tied to ongoing cost control initiatives, and to a lesser extent, lower employee benefit costs of $1.2 million.

For the year ended December 31, 2024, Outside services and other costs, which include services fulfilled by third parties,

decreased compared to 2023, primarily due to lower bad debt expense of approximately $6.3 million, and lower miscellaneous

expenses of approximately $5.8 million, including lower product and finance costs, partially offset by higher promotion and

technology costs.

Newsquest segment 2025 compared to 2024

A summary of our Newsquest segment results for the years ended December 31, 2025 and 2024 is presented below:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:

(a) Included Commercial printing revenues of $10.2 million for each of the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, Digital advertising revenues decreased compared to 2024, primarily due to a

decrease in classified advertisement and digital display revenues.

For the year ended December 31, 2025, Digital marketing services revenues increased compared to 2024, driven by an

increase in client spend.

For the year ended December 31, 2025, Digital-only subscription revenues increased compared to 2024, primarily driven

by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-

only paid subscriptions.

For the year ended December 31, 2025, Digital other revenues increased compared to 2024, primarily due to an increase in

syndication revenues.

For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease

in print display advertisements, partially offset by higher spend on classified advertisements.

For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline

in single copy volume, partially offset by an increase in rates.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,

primarily due to volume declines.

For the year ended December 31, 2025, Compensation and benefits costs increased compared to 2024, primarily due to an

increase in payroll expenses due to higher employer taxes and higher wages, including minimum wage.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily associated with the decrease in

both digital advertising and print advertising revenues.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

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.

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:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:

(a) Included Commercial printing revenues of $10.2 million and $8.0 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an

increase in national and local display revenues, partially offset by lower spend on employment notifications.

For the year ended December 31, 2024, Digital marketing services revenues decreased compared to 2023, driven by a

decrease in client counts.

For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily driven

by the increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-

only paid subscriptions.

For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to lower

spend on classified advertisements.

For the year ended December 31, 2024, Commercial and other revenues increased compared to 2023, primarily due to an

increase in customer spend.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,

primarily due to a decrease in the cost of newsprint of approximately of $1.8 million, as well as volume declines.

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher headcount for production facilities.

For the year ended December 31, 2024, Other costs increased compared to 2023, primarily associated with the increase in

digital advertising revenues.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2024 and 2023:

For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, primarily due to

lower technology related expenses of $0.7 million and lower bad debt expense of $0.2 million.

LocaliQ segment 2025 compared to 2024

A summary of our LocaliQ segment results for the years ended December 31, 2025 and 2024 is presented below:

(a)Digital revenues are solely generated by digital marketing services revenues.

Revenues

For the year ended December 31, 2025, Digital revenues decreased compared to 2024, primarily due to a decline in the

core direct business, mainly driven by a decline in customer count. Core platform average monthly revenues divided by average

monthly customer count within the period ("Core platform ARPU") increased 1.2% for the year ended December 31, 2025.

Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, Outside services costs decreased compared to 2024, due to a decrease of

$25.2 million of expenses associated with third-party media fees driven by a corresponding decrease in revenues, partially

offset by an increase of $7.9 million, mainly due to costs associated with outsourcing initiatives.

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to a

lower payroll expense driven by headcount reductions.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to a reduction in lease

expense associated with downsizing our facilities footprint.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense driven by headcount reductions.

For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, primarily due to

lower promotion costs, partially offset by higher bad debt expense of $0.6 million.

LocaliQ segment 2024 compared to 2023

A summary of our LocaliQ segment results for the years ended December 31, 2024 and 2023 is presented below:

(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. Core platform

ARPU increased 5.3% for the year ended December 31, 2024, Refer to "Key Performance Indicators" below for further

discussion of Core platform ARPU.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, Outside services costs increased compared to 2023, due to an increase in expenses

associated with third-party media fees driven by higher costs of search.

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher wages.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2024 and 2023:

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher payroll expense of $1.7 million, driven by higher wages and higher employee benefit costs of $0.8 million.

For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, mainly due to lower

bad debt expense of $0.5 million, and a decrease in miscellaneous expenses.

Key performance indicators

A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge

performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of

similar businesses.

We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only

paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues

divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from

customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.

Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues

and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in

our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our

segments.

The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquest and LocaliQ

segments:

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for working capital, debt obligations, and capital expenditures.

We expect to fund our operations and debt service requirements through cash provided by our operating activities. We

expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations,

and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or

an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity.

We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to

realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print

business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic

environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.

Details of our cash flows are included in the table below:

Cash flows provided by operating activities: Our largest source of cash provided by operating activities is cash generated

through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as

well as retail, classified, and online revenues. Additionally, we generate cash through commercial printing and delivery services

to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery,

and outside services.

For the year ended December 31, 2025, cash flows provided by operating activities were $114.4 million compared to

$100.3 million for the year ended December 31, 2024. The increase in cash flows provided by operating activities was primarily

due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest,

partially offset by lower cash receipts related to deferred revenues, an increase in severance payments and an increase in cash

paid for income taxes.

Cash flows provided by (used for) investing activities: For the year ended December 31, 2025, cash flows provided by

investing activities were $9.0 million compared to $28.0 million in cash flows used for investing activities for the year ended

December 31, 2024. The change in cash flows provided by (used for) investing activities was primarily due to an increase in

proceeds from the sale of real estate and other strategic and non-strategic assets of $39.4 million, partially offset by an increase

in purchases of property, plant, and equipment of $2.0 million.

Cash flows used for financing activities: For the year ended December 31, 2025, cash flows used for financing activities

were $139.8 million compared to $68.9 million for the year ended December 31, 2024. The increase in cash used for financing

activities was primarily due to higher repayments of long-term debt, net of borrowings of $120.5 million in 2025, compared to

higher borrowings of long-term debt, net of repayments of $192.9 million in 2024, partially offset by lower repayments of

convertible debt, net of borrowings of $233.5 million and a $7.9 million decrease in payments of deferred financing costs.

Debt

As of December 31, 2025, the carrying value of our outstanding debt totaled $954.2 million, which consisted of $715.1

million related to the 2029 Term Loan Facility, $216.8 million related to the 2031 Notes (as defined below), and $22.3 million

related to the 2027 Notes (as defined below).

In April 2025, we received a waiver from certain lenders of our 2029 Term Loan Facility and certain holders of our 2031

Notes (as defined below) and entered into a privately negotiated agreement with a holder of our 2027 Notes (as defined below)

to repurchase $14.0 million principal amount of our outstanding 2027 Notes at 105% of par value, plus accrued and unpaid

interest, for $15.0 million in cash. This transaction was financed using proceeds from delayed draw term loans under our 2029

Term Loan Facility, and as a result as of December 31, 2025, $15.0 million of delayed draw term loans had been drawn under

the 2029 Term Loan Facility. As a result of this transaction, we recognized an immaterial loss on the early extinguishment of

debt during the year ended December 31, 2025.

The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (a) an alternate base

rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (b) Adjusted Term SOFR

(which shall not be less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on

October 15, 2029 and is freely prepayable without penalty.

The 2029 Term Loan Facility is amortized at a rate of $17.3 million per quarter. In addition, we are required to repay the

2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and

condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and

(iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of

$100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024).

For the year ended December 31, 2025, the Company prepaid $135.5 million, under the 2029 Term Loan Facility,

including quarterly amortization payments, which were classified as financing activities in the Consolidated statements of cash

flows.

Interest on our 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") and our 6.000% Senior Secured

Convertible Notes due 2031 (the "2031 Notes") is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature

on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031

Notes may be converted at any time by the Holders into cash, shares of our common stock, par value $0.01 per share (the

"Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial conversion rate for

both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per $1,000 principal amount of the 2027 Notes and the

2031 Notes, respectively, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price").

For the year ended December 31, 2025, no shares of Common Stock were issued upon conversion, exercise, or satisfaction of

the required conditions of the 2027 Notes or the 2031 Notes.

Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of

default. As of December 31, 2025, we were in compliance with all such covenants and obligations.

Refer to Note 9 — Debt in the notes to the Consolidated financial statements for additional discussion regarding our debt.

Additional information

We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken

steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not

presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms

of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have terms that restrict our ability to

pay dividends.

Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our

Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated

transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as

amended, or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements.

The amount and timing of the purchases, if any, will depend on a number of factors, including, but not limited to, the price and

availability of our shares, trading volume, capital availability, our performance and general economic and market conditions.

The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock

Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements,

unless an exception is available or we obtain a waiver or similar relief.

During the year ended December 31, 2025, we did not repurchase any shares of Common Stock under the Stock

Repurchase Program. As of December 31, 2025, the remaining authorized amount under the Stock Repurchase Program was

approximately $96.9 million.

We expect our capital expenditures during the year ended December 31, 2026 to total approximately $55 million to

$65 million. These capital expenditures are anticipated to be primarily comprised of projects related to digital product

development, costs associated with our technology systems, print facilities, office facilities and equipment upgrades.

Our leverage may adversely affect our business and financial performance and restricts our operating flexibility. The level

of our indebtedness and our ongoing cash flow requirements may expose us to a risk that a substantial decrease in operating

cash flows due to, among other things, continued or additional adverse economic conditions or adverse developments in our

business, could make it difficult for us to meet the financial and operating covenants contained in our 2029 Term Loan Facility,

the 2031 Notes, and the 2027 Notes. In addition, our leverage may limit cash flow available for general corporate purposes such

as capital expenditures as well as share repurchases and acquisitions and our flexibility to react to competitive, technological,

and other changes in our industry and economic conditions generally. We continue to closely monitor economic factors,

including, but not limited to, the current inflationary market and changing interest rates, and we expect to continue to take the

steps necessary to appropriately manage liquidity.

As of December 31, 2025, we had no off-balance sheet arrangements that are reasonably likely to have a material current or

future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual obligations and commitments

We enter into various contractual arrangements as a part of our operations. Many of these contractual obligations are

discussed in the notes to our Consolidated financial statements. As of December 31, 2025, material obligations discussed in the

notes to our Consolidated financial statements included (i) principal payments on our long-term debt discussed in Note 9 —

Debt, (ii) operating leases discussed in Note 4 — Leases, and (iii) pension and postretirement benefits discussed in Note 10 —

Pensions and other postretirement benefit plans. We anticipate interest payments associated with our long-term debt totaling

$74.9 million in 2026, $67.3 million in 2027 and $122.3 million thereafter. Due to uncertainty with respect to the timing of

future cash flows associated with unrecognized tax benefits at December 31, 2025, we are unable to make reasonably reliable

estimates of the period of cash settlement. See Note 12 — Income taxes to the Consolidated financial statements for a further

discussion of income taxes.

In addition, we have purchase obligations which include professional services, digital licenses and information technology

services, interactive marketing agreements, and other legally binding commitments. As of December 31, 2025, we had future

purchase obligations totaling $115.5 million due in 2026, $77.4 million due in 2027, and $127.9 million due thereafter. We

have certain contracts to purchase newsprint that require us to purchase a percentage of our total requirements for production at

market rate. Since the quantities purchased annually under these contracts are not fixed, the amount of the related payments for

these purchases is excluded from our future purchase obligations. Amounts for which we are liable under purchase orders

outstanding at December 31, 2025 are reflected in the Consolidated balance sheets as Accounts payable and accrued liabilities.

In addition, we have other noncurrent liabilities totaling $1.3 million due in 2026, $0.3 million due in 2027, and $0.2 million

due thereafter.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make decisions based on

estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable

principles and the use of judgment in their application, the results of which could differ from those anticipated.

Goodwill and indefinite-lived intangible assets

Goodwill is tested for impairment annually on November 30 and between annual tests if events occur or circumstances

change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have the option

to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value,

although we did not elect to use this option for our evaluation as of November 30, 2025. If we elect to perform a qualitative

assessment and conclude it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying

value, no further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In

the quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of

the reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an

orderly transaction between market participants at the measurement date. We generally determine the fair value of a reporting

unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value include inputs

that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a specific point

in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value. Significant

assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected operating

cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting unit

exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied

fair value.

While we believe our judgments represent reasonably possible outcomes based on available facts and circumstances,

adverse changes to the assumptions, including those related to macroeconomic factors, comparable public company trading

values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a reporting unit. We

continually evaluate whether current factors or indicators, such as prevailing conditions in the business environment, capital

markets or the economy generally, and actual or projected operating results, require the performance of an interim impairment

assessment of goodwill, as well as other long-lived assets. For example, any significant shortfall, now or in the future, in

advertising revenues or subscribers and/or consumer acceptance of our products could lead to a downward revision in the fair

value of certain reporting units.

Newspaper mastheads (newspaper titles) are not subject to amortization as it has been determined that the useful lives of

such mastheads are indefinite. Newspaper mastheads are tested for impairment annually, or more frequently if events or

changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the fair value of

each group of mastheads with their carrying amount. We used a relief from royalty approach, which utilizes a discounted cash

flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future operating results in

determining the reporting unit fair values are consistently applied in determining the fair value of mastheads.

The performance of our annual impairment analysis resulted in no impairments to goodwill or indefinite-lived intangible

assets for the year ended December 31, 2025. See Note 7 — Goodwill and intangible assets for further discussion. If our future

operating results are not in line with the cash flow forecasts underlying our impairment analysis, we could have an impairment

of our goodwill or intangible assets in the future and such impairment could materially affect our operating results.

Long-lived assets

We evaluate the carrying value of property, plant, and equipment and finite-lived intangible assets for impairment

whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The

evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The

assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash

flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment

existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected

undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of

such asset group exceeds its fair value. The market approach is used in some cases to estimate the fair value of property, plant,

and equipment, particularly when there is a change in the use of an asset.

As part of ongoing cost-efficiency programs, we have ceased a number of print operations. Pursuant to these actions,

certain assets and real estate to be retired have been assessed for impairment.

Revenue recognition

Our contracts with customers sometimes include promises to transfer multiple products and services to a customer.

Revenue from sales agreements that contain multiple performance obligations are allocated to each obligation based on the

relative standalone selling price. We determine standalone selling prices based on observable prices charged to customers. See

Note 2 — Summary of significant accounting policies for further discussion.

Income taxes

We are subject to income taxes in the U.S. and various foreign jurisdictions in which we operate and record our tax

provision for the anticipated tax consequences in our reported results of operations. Tax laws are complex and subject to

different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in

determining our tax expense and in evaluating our tax positions, including evaluating uncertainties in the application of tax laws

and regulations.

We account for income taxes under the provisions of ASC 740, "Income Taxes" ("ASC 740"). Under ASC 740, deferred

tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and

liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of

the realizability of deferred tax assets involves a high degree of judgment and complexity. Valuation allowances are established

when necessary to reduce deferred tax assets to the amounts that are expected to be realized. When we determine that it is more

likely than not that we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an

adjustment to the deferred tax asset would be made and reflected either in income or as an adjustment to goodwill. This

determination will be made by considering various factors, including our expected future results, that in our judgment will make

it more likely than not that these deferred tax assets will be realized.

Our actual effective tax rate and income tax expense could vary from estimated amounts due to the future impacts of

various items, including changes in income tax laws, tax planning and our forecasted financial condition, and results of

operations in future periods. Although we believe current estimates are reasonable, actual results could differ from these

estimates.

ASC 740 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its

financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Under ASC 740, the

financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge

of the position and all relevant facts, but without considering time values. Recognized income tax positions are measured at the

largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in

the period in which the change in judgment occurs.

Pension and postretirement liabilities

ASC 715, "Compensation—Retirement Benefits," requires recognition of an asset or liability in the consolidated balance

sheet reflecting the funded status of pension and other postretirement benefit plans, such as retiree health and life, with current-

year changes in the funded status recognized in the statement of stockholders' equity.

The determination of pension plan obligations and expense is based on a number of actuarial assumptions. Two critical

assumptions are the expected long-term rate of return on plan assets and the discount rate applied to pension plan obligations.

For other postretirement benefit plans, which provide for certain health care and life insurance benefits for qualifying retired

employees and which are not funded, critical assumptions in determining other postretirement benefit obligations and expense

are the discount rate and the assumed health care cost-trend rates.

Our pension plans had assets valued at $1.5 billion as of December 31, 2025 and the plans' benefit obligations were $1.3

billion, resulting in the plans being 113% funded at such date.

For 2025, the assumption used for the funded status discount rate was 5.50% for our principal retirement plan obligations.

As an indication of the sensitivity of pension liabilities to the discount rate assumption, a 50 basis point reduction in the

discount rate at the end of 2025 would have increased plan obligations by approximately $21.1 million. A 50 basis point change

in the discount rate used to calculate the benefit cost for 2025 would have decreased total pension plan expense for 2025 by

approximately $2.3 million. To determine the expected long-term rate of return on pension plan assets, we consider the current

and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input from the

actuaries and investment consultants, and long-term inflation assumptions. For our principal retirement plan, we used an

assumption of 5.25% for our expected return on pension plan assets for 2025. If we were to reduce our expected rate of return

assumption by 50 basis points, the benefit cost for 2025 would have increased by approximately $4.1 million.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates, commodity prices, and foreign currency exchange rates.

Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to

certain of these market risks is managed as described below.

Interest rates

We generally manage our risk associated with changes in interest rates through the use of a combination of variable and

fixed-rate debt. As of December 31, 2025, we had variable and fixed-rate debt totaling $729.5 million and $247.8 million,

respectively. Our variable-rate debt consisted of our 2029 Term Loan Facility which bears interest at an annual rate equal, at

Gannett Holdings LLC's option, to either (i) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin

equal to 4.00% per annum or (ii) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 5.00% per

annum. A hypothetical interest rate increase of 100 basis points to our 2029 Term Loan Facility would have increased our

interest expense related to our variable-rate debt and likewise decreased our income and cash flows by approximately

$7.3 million for the year ended December 31, 2025. See Note 9 — Debt to our Consolidated financial statements for further

discussion of our debt.

Commodity prices

Certain expenses of ours are sensitive to commodity price fluctuations, as well as inflation. Our primary commodity price

exposures are newsprint and, to a lesser extent, ink, which in the aggregate represented approximately 5% and 6% of our total

operating costs for the years ended December 31, 2025 and 2024, respectively. A hypothetical $10 per metric ton increase in

newsprint price would not have materially impacted our results of operations or cash flows based on newsprint usage for the

year ended December 31, 2025 of approximately 78,000 metric tons.

Foreign currency

We are exposed to foreign exchange rate risk due to our operations in the U.K., for which the British pound sterling is the

functional currency. We are also exposed to foreign exchange rate risk due to our LocaliQ segment which has operating

activities denominated in currencies other than the U.S. dollar, including the Australian dollar, Canadian dollar, and New

Zealand dollar. Translation gains or losses affecting the Consolidated statements of operations and comprehensive income

(loss) have not been significant in the past. A hypothetical 10% fluctuation of the price of the British pound sterling or the

currencies in our LocaliQ segment against the U.S. dollar would not have materially impacted operating income for the year

ended December 31, 2025.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company's internal control over

financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the

financial statements.

Internal control over financial reporting is designed to provide reasonable assurance to the Company's management and

Board of Directors regarding the preparation of reliable financial statements for external purposes in accordance with generally

accepted accounting principles. Internal control over financial reporting includes self-monitoring mechanisms and actions taken

to correct deficiencies as they are identified. Because of the inherent limitations in any internal control, no matter how well

designed, misstatements may occur and not be prevented or detected. Accordingly, even effective internal control over financial

reporting can provide only reasonable assurance with respect to financial statement preparation. Further, the evaluation of the

effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future

periods is subject to the risks that controls may become inadequate because of changes in conditions or to the degree that

compliance with the policies and procedures may decline.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

framework set forth in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework). Based on its evaluation, management concluded that, as of December 31, 2025, the

Company's internal control over financial reporting is effective based on the specified criteria.

The effectiveness of internal control over financial reporting as of December 31, 2025 has been audited by the Company's

independent registered public accounting firm, Grant Thornton LLP, as stated in their report on page 63 herein.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

USA TODAY Co., Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of USA TODAY Co., Inc. and subsidiaries (the "Company") as of

December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in

all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in

the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

("PCAOB"), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our

report dated February 26, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report

on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control

over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

New York, New York

February 26, 2026

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

USA TODAY Co., Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of USA TODAY Co., Inc. and subsidiaries (the "Company") as

of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), equity,

and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to

as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash

flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in

the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission ("COSO"), and our report dated February 26, 2026 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered

with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to

error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included

examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or

required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the

financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there

are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2023.

New York, New York

February 26, 2026

The accompanying notes are an integral part of these consolidated financial statements.

(a) For the years ended December 31, 2025, 2024, and 2023 there were no redeemable noncontrolling interests included in Net income (loss) attributable to

noncontrolling interests.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

(a) Excludes Redeemable noncontrolling interests which are reflected in temporary equity.

(b) Other comprehensive (loss) income is net of an income tax benefit of $5.6 million for the year ended December 31, 2025 and net of an income tax provision

of $2.9 million and $6.8 million for the years ended December 31, 2024 and 2023, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Description of business and basis of presentation

Description of business

USA TODAY Co. is a diversified media company with expansive reach at the national and local level dedicated to

empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital

marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY

NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States

(the "U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential

journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and

where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses

("SMBs") with innovative digital marketing products and solutions.

In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and revised the

names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital

Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and

reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on

Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company,"

"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its

subsidiaries.

The Company reports in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate

category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with

broad corporate functions. A full description of our reportable segments is included in Note 15 — Segment reporting.

Basis of presentation

The Consolidated financial statements include all the assets, liabilities, revenues, expenses, and cash flows of entities which

USA TODAY Co. controls due to ownership of a majority voting interest ("subsidiaries"). All significant intercompany

accounts and transactions have been eliminated in consolidation, and the Company consolidates entities that it controls due to

ownership of a majority voting interest.

Use of estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("U.S.

GAAP") requires management to make estimates and assumptions that affect the amounts reported in the Consolidated financial

statements and footnotes thereto. Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the Consolidated financial statements include pension and

postretirement benefit obligation assumptions, income taxes, goodwill and intangible asset impairment analysis, valuation of

property, plant, and equipment and the mark to market of the conversion feature associated with the convertible debt.

Reclassifications

Certain reclassifications have been made to the prior years' Consolidated financial statements to conform to classifications

used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.

NOTE 2 — Summary of significant accounting policies

Cash, cash equivalents and restricted cash and supplementary cash flow information

Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less.

Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters

of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions

for insurance plans.

The following table presents a reconciliation of cash, cash equivalents and restricted cash:

The following table presents supplementary cash flow information, including non-cash investing and financing activities:

Accounts receivable

Accounts receivable are stated at amounts due from customers, net of allowances, which reflect the Company's expected

credit losses based on historical experience as well as current and expected economic conditions.

Inventory

Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined

using the first-in, first-out ("FIFO") method.

Property, plant, and equipment, software development costs and depreciation

Property, plant, and equipment are recorded at cost or at fair value for property, plant, and equipment related to acquired

businesses. Routine maintenance and repairs are expensed as incurred. Depreciation is calculated under the straight-line method

over the estimated useful lives. Leasehold improvements are amortized under the straight-line method over the shorter of the

lease term or estimated useful life of the asset.

We capitalize costs to develop software for internal use when it is determined the development efforts will result in new or

additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with ongoing

maintenance are expensed as incurred and included in Operating costs in the accompanying Consolidated statements of

operations and comprehensive income (loss).

Property, plant, and equipment and software development costs are evaluated for impairment in accordance with our policy

for amortizable intangible assets and other long-lived assets.

A breakout of property, plant, and equipment and software is presented below:

(a)Includes accumulated depreciation of capitalized software of approximately $142.3 million and $105.5 million for the years ended December 31, 2025 and

2024, respectively.

Depreciation expense was $86.4 million, $68.2 million, and $72.6 million for the years ended December 31, 2025, 2024,

and 2023, respectively.

Goodwill, intangible and long-lived assets

Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible

assets, net of liabilities assumed. Indefinite-lived intangible assets consist of newspaper mastheads and finite-lived intangible

assets consist of advertiser, subscriber and other customer relationships, as well as trade names, and developed technology.

Newspaper mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite.

Intangible assets that have finite useful lives are amortized over those useful lives.

Goodwill is tested for impairment annually as of November 30 each year and between annual tests if events occur or

circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We

perform our impairment analysis on each of our reporting units. We evaluate our reporting units annually, as well as when

changes in our operating structure occur. The Company has the option to qualitatively assess whether it is more likely than not

that the fair value of a reporting unit is less than its carrying value. If the Company elects to perform a qualitative assessment

and concludes it is more likely than not that the fair value of the reporting unit is equal to or greater than its carrying value, no

further assessment of that reporting unit's goodwill is necessary; otherwise goodwill must be tested for impairment. In the

quantitative test, we are required to determine the fair value of each reporting unit and compare it to the carrying amount of the

reporting unit. Fair value of the reporting unit is defined as the price that would be received to sell the unit as a whole in an

orderly transaction between market participants at the measurement date. The Company generally determines the fair value of a

reporting unit using a combination of a discounted cash flow analysis and a market-based approach. Estimates of fair value

include inputs that are subjective in nature, involve uncertainties, and involve matters of significant judgment that are made at a

specific point in time. Changes in key assumptions from period to period could significantly affect the estimates of fair value.

Significant assumptions used in the fair value estimates include projected revenues and related growth rates over time, projected

operating cash flow margins, discount rates, and future economic and market conditions. If the carrying value of the reporting

unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its

implied fair value.

Indefinite-lived intangible assets, which are newspaper mastheads, are tested for impairment annually or more frequently if

events or changes in circumstances indicate the asset might be impaired. The impairment test consists of a comparison of the

fair value of each group of mastheads with their carrying amount. We use a relief from royalty approach which utilizes a

discounted cash flow model to determine the fair value of newspaper mastheads. Our judgments and estimates of future

operating results in determining the reporting unit fair values are consistently applied in determining the fair value of

mastheads.

The Company assesses the recoverability of its long-lived assets, including property, plant, and equipment and finite-lived

intangible assets, whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. The

evaluation is performed by asset group, which is the lowest level of identifiable cash flows independent of other assets. The

assessment of recoverability is based on management's estimates by comparing the sum of the estimated undiscounted cash

flows generated by the underlying asset groups to its carrying value of the asset groups to determine whether an impairment

existed at its lowest level of identifiable cash flows. If the carrying amount of the asset group is greater than the expected

undiscounted cash flows to be generated by the asset group, an impairment is recognized to the extent the carrying value of

such asset group exceeds its fair value.

All three of our reporting units have goodwill balances. We conducted our goodwill and indefinite-lived intangible asset

impairment testing in the fourth quarter of 2025 and did not identify any impairment. In addition, we had no impairments of

goodwill and indefinite-lived intangible assets in 2024 and 2023.

See Note 7 — Goodwill and intangible assets for further discussion of Goodwill and intangible assets.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for

the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that includes the enactment date. The Company establishes a valuation allowance if it is more likely than

not that all or a portion of a deferred tax asset will not be realized. See Note 12 — Income taxes for further discussion.

We also evaluate any uncertain tax positions and recognize a liability for the tax benefit associated with an uncertain tax

position if it is more likely than not that the tax position will not be sustained on examination by the taxing authorities upon

consideration of the technical merits of the position. The tax benefits recognized in the financial statements from such positions

are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We

record a liability for uncertain tax positions taken or expected to be taken in a tax return. Any change in judgment related to the

expected ultimate resolution of uncertain tax positions is recognized in earnings in the period in which such change occurs.

Fair value of financial instruments

The carrying value of the Company's cash equivalents, accounts receivable, accounts payable, and accrued liabilities

approximate fair value due to the short maturity of these instruments. A discussion of the fair value level of the Company's debt

and embedded conversion option is disclosed in Note 9 — Debt. For further details surrounding our policies on fair value

measurement, including the fair values of our pension plan assets, refer to Note 11 — Fair value measurement.

Deferred financing costs

Deferred financing costs consist of costs incurred in connection with debt financings and are recorded as a contra-liability

in Long-term debt on the Consolidated balance sheets. Such costs are amortized using the effective interest method over the

estimated remaining term of the debt. This amortization represents a component of Interest expense. A proportionate amount of

deferred financing costs is written-off upon early prepayment of debt as a component of Loss (gain) on early extinguishment of

debt on the Consolidated statements of operations and comprehensive income (loss).

Revenue recognition

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our contracts with

customers sometimes include promises to transfer multiple products and services to a customer. Revenue from sales agreements

that contain multiple performance obligations are allocated to each obligation based on the relative standalone selling price. We

determine standalone selling prices based on observable prices charged to customers.

Digital

Digital advertising and marketing revenues are generated through multiple services, including search advertising, display

advertising, search optimization, social media, website development, web presence products, customer relationship

management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage

third-party providers, and digital distribution of our publications. The Company enters into agreements for products in which

our clients typically pay on a monthly basis and in advance. These prepayments include all charges for the included technology

and any media services, management, third-party content, and other costs and fees, all of which are accounted for as a single

performance obligation. Revenue is then recognized as we purchase and deliver media on behalf of the customer and perform

other marketing-related services.

Digital subscription revenues are derived from digital subscriptions. Digital subscription revenues are generally billed to

customers at the beginning of the subscription period and are typically recognized over the subscription period as the

performance obligations are delivered. The term of customer subscriptions normally ranges from one to twelve months.

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

licensing revenues and are recognized when the related services are performed.

Print and commercial

Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the

sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,

and revenues from our events business.

The Company generates Print advertising revenues primarily by delivering advertising in its national publication, USA

TODAY, and in its local publications including newspapers. Advertising revenues are categorized as local retail, local

classified, online, and national. Print advertising revenues are recognized upon publication of the advertisement.

Print circulation revenues are derived from print subscriptions as well as single copy sales at retail stores, vending racks

and boxes. Print circulation revenues from subscribers are generally billed to customers at the beginning of the subscription

period and are typically recognized over the subscription period as the performance obligations are delivered. The term of

customer subscriptions normally ranges from one to twelve months. Print circulation revenues from single-copy income are

recognized based on the date of publication.

The Company provides commercial printing services to third parties as a means to generate incremental revenues and

utilize excess printing capacity. Customers consist primarily of other publishers that do not have their own printing presses and

do not compete with other USA TODAY Co. publications. The Company also prints other commercial materials, including

flyers, business cards and invitations. Commercial revenues are generally recognized upon delivery. In addition, the Company

generates revenues from its events and promotions business. Revenues are generated primarily through ticket sales, endurance

events and race management services and are generally recognized when the event occurs.

Principal versus agent considerations

We evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net

basis) by performing analyses regarding whether we control the provision of specified goods or services before they are

transferred to our customers. We report revenues gross when we control advertising inventory before it is transferred to the

customer. Our control is evidenced by us being primarily responsible or sharing responsibility for the fulfillment of services and

maintaining control over transaction pricing.

Practical expedients and exemptions

The Company generally expenses sales commissions or other costs to obtain contracts when incurred because the

amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses.

The Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of

one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right

to invoice for services performed.

Deferred revenues

The Company records deferred revenues when cash payments are received in advance of the Company's performance

obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service

provided, which represents future delivery of publications (the performance obligation) to subscription customers. The

Company expects to recognize the revenue related to unsatisfied performance obligations over the next one to twelve months in

accordance with the terms of the subscriptions.

The Company's payment terms vary by the type and location of the customer and the products or services offered. The

period between invoicing and when payment is due is not significant. For certain products or services and customer types, the

Company requires payment before the products or services are delivered to the customer. The majority of our subscription

customers are billed and pay on monthly terms.

Advertising costs

Advertising costs are expensed in the period incurred. The Company incurred total advertising expenses for the years

ended December 31, 2025, 2024, and 2023 of $29.4 million, $45.7 million, and $41.9 million, respectively.

Pension and postretirement liabilities

Pension and other postretirement benefit costs under our defined benefit retirement plans are actuarially determined. For

plans with frozen benefits, we recognize the cost of postretirement benefits such as pension, medical, and life insurance benefits

on an accrual basis over the average life expectancy of employees expected to receive such benefits. For active plans, costs are

recognized over the estimated average future service period. We also recognize liabilities associated with the withdrawal from

multiemployer pension plans. See Note 10 — Pensions and other postretirement benefit plans for further details.

Share-based compensation

Share-based payments to employees and members of the Board of Directors (i.e., grants of stock options and restricted

stock) are recognized in the Consolidated financial statements over the service period (generally the vesting period) based on

fair values measured on grant dates, less forfeitures. The Company accounts for forfeitures as they occur.

Self-insurance liability accruals

The Company maintains self-insured medical and workers' compensation programs. The Company purchases stop loss

coverage from third parties, which limits our exposure to large claims. The Company records a liability for healthcare and

workers' compensation costs during the period in which they occur, including an estimate of incurred but not reported claims.

Concentration of risk

Cash and cash equivalents are maintained with multiple financial institutions. The Company has deposits held with banks

that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and

are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Due to the distributed nature of our operations, we are not subject to significant concentrations of risk relating to

customers, products, or geographic locations. Our foreign revenues, principally from businesses in the U.K. at our Newsquest

segment and international operations at our LocaliQ segment, were $238.3 million and $42.2 million, respectively, for the year

ended December 31, 2025. As of December 31, 2025, our long-lived assets in foreign countries were $162.0 million at our

Newsquest segment and $2.4 million for our international operations at our LocaliQ segment.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, Other

current liabilities, and Long-term operating lease liabilities on our Consolidated balance sheets. Operating lease right-of-use

("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments

over the lease term at commencement date. The rates implicit within the Company's leases are generally not determinable;

therefore, the Company uses judgment to determine the incremental borrowing rate used to calculate the present value of lease

payments. The incremental borrowing rate is determined using our credit rating and information available related to similar

terms and payments as of the commencement date. ROU assets are assessed for impairment in accordance with the Company's

accounting policy for long-lived assets.

Our lease terms include options to extend or terminate. The period which is subject to an option to extend the lease is

included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to

terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease expense for minimum lease

payments is recognized on a straight-line basis over the lease term.

For all material classes of leased assets, we do not separate lease components from non-lease components, and account for

both components as a single lease component. For certain equipment leases, we apply a portfolio approach to account for the

operating lease ROU assets and liabilities.

Accounts payable and accrued liabilities

A breakout of Accounts payable and accrued liabilities is presented below:

Loss contingencies

We are subject to various legal proceedings, claims, and regulatory matters, the outcomes of which are subject to

significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether

the risk of loss is remote, reasonably possible, or probable and whether it can be reasonably estimated. We accrue for loss

contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible,

we will disclose the potential range of the loss if material and estimable. Legal costs expected to be incurred in connection with

loss contingencies are expensed as incurred.

Foreign currency translation

The statements of income of foreign operations have been translated to U.S. dollars using the average currency exchange

rates in effect during the relevant period. The balance sheets have been translated using the currency exchange rates as of the

end of the accounting period. The impact of currency exchange rate changes on the translation of the balance sheets are

included in Comprehensive income (loss) in the Consolidated statements of operations and comprehensive income (loss) and

are classified as Accumulated other comprehensive loss in the Consolidated balance sheets and Consolidated statements of

equity.

Recent accounting pronouncements adopted

Income tax disclosures

In November 2023, the Financial Accounting Standards Board (the "FASB") issued guidance, Accounting Standards

Update ("ASU") 2023-09, which enhances annual income tax disclosures. ASU 2023-09 requires disaggregated information

about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective

for annual reporting periods beginning after December 15, 2024, and was applied prospectively. Refer to Note 12 — Income

taxes, which reflects updated disclosures.

Recent accounting pronouncements not yet adopted

Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued guidance, ASU 2025-11, which clarifies interim reporting disclosure requirements by

introducing a disclosure principle for material changes since the most recent annual period and consolidating existing interim

disclosure requirements. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption

permitted. The Company is currently evaluating the provisions of ASU 2025-11 and assessing the impact on the Consolidated

financial statements.

Codification Improvements

In December 2025, the FASB issued guidance, ASU 2025-12, which is intended to clarify, correct, or improve the

Accounting Standards Codification ("ASC") by addressing technical and interpretive matters, improving cross-references, and

removing redundant, unnecessary, or superseded guidance within U.S. GAAP. ASU 2025-12 is effective for interim periods

beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the provisions of ASU

2025-12 and assessing the impact on the Consolidated financial statements.

Derivatives and hedging (Topic 815) and revenue from contracts with customers (Topic 606): Derivatives scope refinements

and scope clarification for share-based noncash consideration from a customer in a revenue contract

In September 2025, the FASB issued guidance, ASU 2025-07, which refines the scope of derivative accounting and

clarifies the accounting for share-based noncash consideration received from customers. ASU 2025-07 introduces a scope

exception for certain non-exchange-traded contracts whose "underlyings," as defined in the ASU, are specific to a party's own

operations and clarifies that ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), is applied initially to share-

based noncash consideration, with other accounting guidance applied only once the right to receive or retain such consideration

becomes unconditional. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim

periods within those annual periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU

2025-07 and assessing the impact on the Consolidated financial statements.

Targeted improvements to the accounting for internal-use software

In September 2025, the FASB issued guidance, ASU 2025-06, which updates the accounting for costs of internal-use

software. The guidance in ASU 2025-06 replaces the prescriptive project-stage model with a principles-based framework that

focuses on management's authorization and commitment to a project and the probability of completion. Additionally,

disclosures for property, plant and equipment will be required for all capitalized software costs. ASU 2025-06 also supersedes

the separate website development guidance and incorporates related provisions into the internal-use software guidance. ASU

2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual

periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-06 and assessing the

impact on the Consolidated financial statements.

Measurement of credit losses for accounts receivable and contract assets

In July 2025, the FASB issued guidance, ASU 2025-05, which provides a practical expedient for estimating expected credit

losses on current account receivables and current contract assets arising from transactions accounted for under ASC 606. ASU

2025-05 allows entities to assume that current conditions existing at the balance sheet date will remain constant over the life of

the receivable or contract asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and

interim periods within those annual periods, with early adoption permitted. The Company does not expect the adoption of the

provisions of ASU 2025-05 to have a material impact on the Consolidated financial statements.

Induced conversions of convertible debt instruments

In November 2024, the FASB issued guidance, ASU 2024-04, which clarifies the assessment of whether certain

settlements of convertible debt instruments should be accounted for as an inducement conversion. The new guidance is

effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The

Company does not expect the adoption of the provisions of ASU 2024-04 to have a material impact on the Consolidated

financial statements.

Disaggregation of income statement expenses

In November 2024, the FASB issued guidance, ASU 2024-03, which requires disaggregated disclosures of certain

categories of expenses that are included in expense line items on the face of the income statement. The disclosures are required

on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of ASU

2024-03 and assessing the impact on the Consolidated financial statements.

NOTE 3 — Revenues

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company's Consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by

revenue type. Sales taxes and other usage-based taxes are excluded from revenues.

The following tables present our revenues disaggregated by segment and revenue type:

(a) For the year ended December 31, 2025, included $111.2 million of Commercial printing and delivery revenues at the USA TODAY Media segment and

$10.2 million of Commercial printing revenues at the Newsquest segment.

(a) For the year ended December 31, 2024, included $141.8 million of Commercial printing and delivery revenues at the USA TODAY Media segment and

$10.2 million of Commercial printing revenues at the Newsquest segment.

(a) For the year ended December 31, 2023, included $178.1 million of Commercial printing and delivery revenues at the USA TODAY Media segment and

$8.0 million of Commercial printing revenues at the Newsquest segment.

Revenues generated from international operations comprised 12.2%, 11.2% and 10.3% of total revenues for the years

ended December 31, 2025, 2024, and 2023, respectively.

Deferred revenues

The following table presents the change in the deferred revenues balances for the years ended December 31,:

NOTE 4 — Leases

We lease certain real estate, vehicles, and equipment. Our leases have remaining lease terms of one to 11 years, some of

which may include options to extend the leases, and some of which may include options to terminate the leases. The exercise of

lease renewal options is at our sole discretion. The depreciable lives of assets and leasehold improvements are limited by the

expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

The components of lease expense are as follows:

(a) Includes sublease income of $8.8 million, $8.3 million, and $9.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(b)Excludes expenses relating to leases with a lease term of one month or less.

In 2023, the Company sold two properties in Michigan and Arizona for a total of $60.5 million, which resulted in a net gain

of $39.3 million. Contemporaneously with the closing of the sales, the Company entered into leases pursuant to which we

leased back the properties for cumulative annual rent of $39.9 million, subject to annual escalations. The leases are accounted

for as operating leases.

Supplemental information related to leases are as follows:

Future minimum lease payments under non-cancellable leases are as follows:

As of December 31, 2025, we have entered into leases that have not yet commenced with total future lease payments of

$0.1 million, which are not yet recorded on the Consolidated balance sheet.

NOTE 5 — Accounts receivable, net

The Company performs its evaluation of the collectability of trade receivables based on customer category. For example,

trade receivables from individual subscribers to our publications are evaluated separately from trade receivables related to

advertising customers. For advertising trade receivables, the Company applies a "black motor formula" methodology as the

baseline to calculate the allowance for credit losses. The reserve percentage is calculated as a ratio of total net bad debts (less

write-offs and recoveries) for the prior three-year period to total outstanding trade accounts receivable for the same three-year

period. The calculated reserve percentage by customer category is applied to the consolidated gross advertising receivable

balance, irrespective of aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature

of the underlying trade receivables. Due to the short-term nature of our circulation receivables, the Company reserves all

receivables aged over 90 days.

The following table presents changes in the allowance for credit losses:

The calculation of the allowance considers current economic, industry and customer-specific conditions relative to their

respective operating environments in the incremental allowances recorded related to high-risk accounts, bankruptcies,

receivables in repayment plan and other aging specific reserves. As a result of this analysis, the Company adjusts specific

reserves and the amount of allowable credit as appropriate. The collectability of trade receivables related to advertising,

marketing services and other customers depends on a variety of factors, including trends in local, regional, or national economic

conditions that affect our customers' ability to pay. The advertisers in our newspapers and other publications and related

websites are primarily retail businesses that can be significantly affected by regional or national economic downturns and other

developments that may impact our ability to collect on the related receivables. Similarly, while circulation revenues related to

individual subscribers are primarily prepaid, changes in economic conditions may also affect our ability to collect on amounts

owed from single copy circulation customers.

For the years ended December 31, 2025 and 2024, the Company recorded bad debt expense of $7.3 million and $5.2

million, respectively, which is included in Selling, general and administrative expenses on the Consolidated statements of

operations and comprehensive income (loss).

NOTE 6 — Disposition

On February 28, 2025, the Company completed its sale of the Austin American-Statesman. As a result of the sale, we

recognized a pre-tax gain of approximately $20.8 million, net of selling expenses, which is included in (Gain) loss on sale or

disposal of assets, net on the Consolidated statements of operations and comprehensive income (loss) for the year ended

December 31, 2025.

NOTE 7 — Goodwill and intangible assets

Goodwill and intangible assets consisted of the following:

As of December 31, 2025, the weighted average amortization periods for amortizable intangible assets were 11.0 years for

advertiser relationships, 10.0 years for other customer relationships, 10.1 years for subscriber relationships, and 3.9 years for

other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 10.1 years.

For the years ended December 31, 2025, 2024, and 2023, amortization expense was $79.4 million, $88.1 million, and $90.0

million, respectively.

As of December 31, 2025, the estimated future amortization expense for each of the five fiscal years was as follows: 2026 -

$60.5 million; 2027 - $59.5 million; 2028 - $24.4 million; 2029 - $18.8 million; and 2030 and thereafter - $10.5 million.

Changes in the carrying amount of Goodwill by segment are as follows:

As of both December 31, 2025 and 2024, the carrying amount of goodwill reflected accumulated impairment losses of

$340.8 million, $70.5 million and $44.1 million related to impairments at the USA TODAY Media, Newsquest and LocaliQ

segments, respectively.

Annual impairment assessment

The Company performed its goodwill and indefinite-lived intangible impairment assessment in the fourth quarter of 2025

with the assistance of third-party valuation specialists. Determining fair value requires the exercise of significant judgments,

including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant

comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in

the analysis are based on the Company's internal forecasts, which considered the current and expected future economic and

market conditions for each reporting unit. The long-term growth rates are dependent on various factors and could be adversely

impacted by a sustained decrease in overall market growth rates, the competitive environment, relative currency exchange rates

and a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in

the 2025 analysis, which ranged from 0% to 3.0%. The discount rates for each reporting unit are determined based on the

inherent risks of each reporting unit's underlying operations and may be impacted by adverse changes in the macroeconomic

environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount

rates used in the 2025 analysis, which ranged from 13.0% to 20.0%.

For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow

analysis and a market-based approach. During the fourth quarter of 2025, the Company compared the fair value of each

reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying

values.

For mastheads, the Company applied a "relief from royalty" approach, a discounted cash flow model, reflecting current

assumptions, to determine the fair value of indefinite-lived intangible assets. During the fourth quarter of 2025, the Company

compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each

indefinite-lived intangible asset being in excess of its carrying value.

In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has

occurred under ASC 360, "Property, Plant and Equipment ("ASC 360"), which would require interim impairment testing. As of

December 31, 2025, the Company performed a review of potential indicators for its long-lived asset groups under ASC 360 and

it was determined that no indicators of impairment were present.

During 2024 and 2023, there were no impairments of goodwill and indefinite-lived intangible assets.

While the Company believes its judgments represent reasonably possible outcomes based on available facts and

circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public

company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a

reporting unit. The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the

business environment, capital markets or the economy generally, and actual or projected operating results, require the

performance of an interim impairment assessment of goodwill, as well as other long-lived assets. For example, any significant

shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to

a downward revision in the fair value of certain reporting units.

NOTE 8 — Integration and reorganization costs and asset impairments

Integration and reorganization costs

Integration and reorganization costs include severance costs as well as other reorganization-related costs associated with

individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and

improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union

contracts. Costs related to these programs, which primarily include severance and other reorganization-related costs, are

accrued when probable and reasonably estimable or at the time of program announcement.

Severance-related expenses

The Company recorded severance-related expenses by segment as follows:

A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the

Consolidated balance sheets for the years ended December 31, 2025 and 2024 is as follows:

(a)For the year ended December 31, 2025, included $1.8 million related to the departure of the Company's former Chief Financial Officer.

Other reorganization-related costs

Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the

Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related

costs by segment as follows:

(a)For the year ended December 31, 2025, included the reversal of withdrawal liabilities related to multiemployer pension plans of $12.2 million based on the

settlement of the withdrawal liabilities. For the year ended December 31, 2024, included $25.9 million related to withdrawal liabilities which were expensed

as a result of ceasing contributions to multiemployer pension plans and $9.7 million expensed as of the cease-use date related to certain licensed content. For

the year ended December 31, 2023, included the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 million based on the

settlement of the withdrawal liabilities.

(b) For the year ended December 31, 2024, included the reversal of a withdrawal liability of $1.4 million related to a pension plan based on settlement of the

withdrawal liability.

(c)For the year ended December 31, 2025, included $2.1 million expensed related to the departure of the Company's former Chief Financial Officer.

Asset impairments

Corporate office relocation

On March 1, 2024, we exited and ceased use of our leased facility in McLean, Virginia and moved our corporate

headquarters to our existing office space in New York. As a result of the headquarters relocation, we recorded an impairment

charge of approximately $46.0 million during the year ended December 31, 2024 related to the McLean operating lease right-

of-use asset and the associated leasehold improvements. At the time of impairment, the fair value was measured using a

discounted cash flow model based on market rents projected over the remaining lease term, which expires in October 2030.

Beginning in 2025, the Company entered into a sublease agreement for the use of a portion of office space in our leased facility

in McLean, Virginia. The sublease commenced on September 1, 2025, for a 5-year term with annual lease income of

approximately $2.1 million. We continue to seek subleases for the remaining leased space.

NOTE 9 — Debt

The Company's debt as of December 31, 2025 and 2024 consisted of the financing arrangements described below.

2029 Term Loan Facility

On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the

"Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings LLC ("Gannett Holdings"),

a wholly owned subsidiary of the Company, as the borrower (in such capacity, the "Borrower"), certain subsidiaries of the

Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for

the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders,

which amended and restated the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended,

supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing

Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit

Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and

Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a $900.0 million

five-year first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's previous

five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured

Term Loan," and collectively with the 2029 Term Loan Facility, the "Term Loans"). The 2029 Term Loan Facility is comprised

of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed

draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which was made available to the Borrower at its

discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions.

In April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of

its 2031 Notes (as defined below) and entered into a privately negotiated agreement with a holder of its 2027 Notes (as defined

below) to repurchase $14.0 million principal amount of its outstanding 2027 Notes at 105% of par value, plus accrued and

unpaid interest, for $15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed

Draw Facility, and as a result as of December 31, 2025, $15.0 million had been drawn under the 2029 Delayed Draw Facility.

As a result of this transaction, the Company recognized an immaterial loss on the early extinguishment of debt during the year

ended December 31, 2025.

The 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base

rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum or (ii) Adjusted Term SOFR

(which shall be no less than 1.50%) plus a margin equal to 5.00% per annum. The 2029 Term Loan Facility will mature on

October 15, 2029 and is freely prepayable without penalty.

The 2029 Term Loan Facility is amortized at a rate of $17.3 million per quarter. In addition, we are required to repay the

2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and

condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and

(iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of

$100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024).

The 2029 Term Loan Facility contains usual and customary covenants for credit facilities of this type, including a

requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among

other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary

exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount

of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to

1.00 but greater than 1.50 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for

such fiscal quarter is equal to or less than 1.50 to 1.00 but greater than 1.00 to 1.00, and (iii) an unlimited amount if the First

Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of December 31, 2025, the Company

was in compliance with all of the covenants and obligations under the 2029 Term Loan Facility.

As of December 31, 2025 and 2024, the 2029 Term Loan Facility was recorded at carrying value, which approximated fair

value, in the Consolidated balance sheets and was classified as Level 2.

In connection with the Term Loans, for the years ended December 31, 2025 and 2024, the Company recognized interest

expense of $74.1 million and $45.0 million, respectively, and paid cash interest of $69.0 million and $42.5 million,

respectively. For the years ended December 31, 2025 and 2024, the Company recognized amortization of original issue

discount of $2.5 million and $2.3 million, respectively, and amortization of deferred financing costs of $1.6 million and $0.7

million, respectively. Additionally, during the years ended December 31, 2025 and 2024, the Company recognized a loss on

early extinguishment of debt of $1.4 million and $2.5 million, respectively, related to the write-off of original issue discount

and deferred financing costs as a result of early prepayments on the Term Loans.

For the year ended December 31, 2025, the Company prepaid $135.5 million on the 2029 Term Loan Facility, including

the quarterly amortization payments, which was classified as financing activities in the Consolidated statements of cash flows.

As of December 31, 2025, the effective interest rate for the 2029 Term Loan Facility was 9.6%.

Senior Secured Convertible Notes due 2027, Senior Secured Convertible Notes due 2031, and the Convertible Notes

Exchange

The 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes") were issued pursuant to an Indenture dated as

of November 17, 2020 (as amended, supplemented or otherwise modified from time to time, the "2027 Notes Indenture"),

between the Company and U.S. Bank National Association, as trustee.

In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor

Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights

and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an

amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC.

On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes

pursuant to which it (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of

$1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a

total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000% Senior Secured Convertible Notes due

2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange"). The Company

also paid accrued and unpaid interest of approximately $10.0 million to the holders of 2027 Notes who participated in the

Convertible Notes Exchange.

Additionally, on October 15, 2024, the Company issued and sold $110,000 in aggregate principal amount of 2031 Notes in

a privately negotiated transaction (the "2031 Notes Sale").

The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024 (the "2031 Notes Indenture"), among

the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus

Products Corp, as collateral agent.

Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a

supplemental indenture to the 2027 Notes Indenture pursuant to which (i) substantially all of the restrictive covenants contained

in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were

eliminated and (iii) certain related provisions were amended to conform with such eliminations.

Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature

on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031

Notes may be converted at any time by the holders thereof into cash, shares of the Company's common stock, par value $0.01

per share (the "Common Stock") or any combination of cash and Common Stock, at the Company's election. The initial

conversion rate for both the 2027 Notes and the 2031 Notes is 200 shares of Common Stock per $1,000 principal amount of the

2027 Notes and the 2031 Notes, respectively, which is equal to a conversion price of $5.00 per share of Common Stock (the

"Conversion Price"). As of December 31, 2025, the amount by which the 2027 Notes and the 2031 Notes if-converted values

exceeded their principal values was $0.7 million and $6.7 million, respectively.

Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes

Indenture), the Company will in certain circumstances increase the conversion rate for the 2027 Notes and the 2031 Notes for a

specified period of time. If a "Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes Indenture)

occurs, the Company will be required to offer to repurchase the 2027 Notes and the 2031 Notes at a repurchase price of 110%

of the principal amount thereof.

Under the 2031 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the

ratio of consolidated debt to EBITDA (as such term is defined in the 2031 Notes Indenture) does not exceed a specified ratio. In

addition, the 2031 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the

2031 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to

purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend.

The Company will have the right to redeem for cash up to the lesser of (i) approximately $72.8 million and (ii) 30% of the

aggregate principal amount of 2031 Notes issued pursuant to the 2031 Notes Indenture, in either case, with such amount

reduced by 30% of the principal amount of 2031 Notes that has been converted by the holders of the 2031 Notes or redeemed or

repurchased by the Company, at a redemption price of 140% of the principal amount thereof, on or prior to December 1, 2030

(or December 1, 2028 if the 2029 Term Loan Facility is refinanced or amended to permit the redemption of the 2031 Notes in

an amount equal to or greater than such principal amount of 2031 Notes).

The 2027 Notes and 2031 Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that guarantee

the 2029 Term Loan Facility. The 2027 Notes and 2031 Notes rank as senior secured debt of the Company and are secured by

liens on the same collateral package that secures the indebtedness incurred in connection with the 2029 Term Loan Facility. The

2027 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the 2029 Term Loan Facility

and the 2031 Notes. The 2031 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the

2029 Term Loan Facility but senior to the liens securing the 2027 Notes.

The 2031 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness,

dispositions, loans, advances and investors, sale and leaseback transactions, restricted payments, transactions with affiliates,

restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges, and modifications to

certain agreements. The 2031 Notes Indenture also requires the Company to maintain, as of the last day of each fiscal quarter, at

least $30.0 million of Qualified Cash (as defined in the 2031 Notes Indenture). The 2027 Notes Indenture and the 2031 Notes

Indenture include customary events of default.

The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of December 31, 2025 and

2024, the debt component of the 2027 Notes was recorded at carrying value in the Consolidated balance sheets. The carrying

value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed

at inception and did not approximate fair value as of December 31, 2025. The 2027 Notes were classified as Level 2, and based

on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the

estimated fair value of the 2027 Notes was $28.9 million as of December 31, 2025, and was primarily affected by fluctuations

in market interest rates and the price of the Company's Common Stock.

In connection with the Convertible Notes Exchange, for the year ended December 31, 2024, the Company recognized a net

gain on extinguishment of $63.2 million, after the recognition of the write-off of unamortized original issue discount of $50.3

million, and unamortized deferred financing costs of $1.1 million.

As of December 31, 2025, the Company recorded a reduction in Additional paid-in capital in the Consolidated balance

sheet of $2.0 million related to the repurchase of 2027 Notes in April 2025, and as of December 31, 2024, the Company

recorded a reduction in Additional paid-in capital in the Consolidated balance sheet of $237.5 million related to the Convertible

Notes Exchange. The equity component of the 2027 Notes was classified as Level 3 as it was calculated based on the aggregate

fair value of the 2027 Notes which used a binomial lattice model and assumptions based on market information and historical

data, and significant unobservable inputs. As of December 31, 2025 and 2024, the amount of the equity component of the 2027

Notes remaining in Additional paid-in capital was $40.0 million and $42.0 million, respectively, net of tax. The remaining 2027

Notes are convertible into 4.8 million shares of Common Stock, based on the initial conversion price of $5.00 per share.

The 2031 Notes have two components: (i) a debt component, and (ii) an equity component. As of December 31, 2025 and

2024, the debt component of the 2031 Notes was recorded at carrying value in the Consolidated balance sheets. The 2031 Notes

were classified as Level 2 because they were measured at fair value using commonly accepted valuation methodologies and

indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for

similar debt instruments that do not contain a conversion feature. As of December 31, 2025, the Company determined that the

carrying value of the 2031 Notes did not approximate fair value.

The excess of the fair value over the principal value of the 2031 Notes was recorded in Additional Paid-in capital as the

2031 Notes were issued at a 50% premium. The equity component of the 2031 Notes was classified as Level 3, as it was

calculated based on the aggregate fair value of the 2031 Notes which used a binomial lattice model and assumptions based on

market information and historical data, and significant unobservable inputs. As of December 31, 2025 and 2024, the amount of

the equity component recorded in Additional paid-in capital was $80.4 million, net of tax. The 2031 Notes are convertible into

44.7 million shares of Common Stock, based on the initial conversion price of $5.00 per share.

In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2025 and 2024, the Company

recognized interest expense of $15.1 million and $26.2 million, respectively, and paid cash interest of $15.2 million and $27.4

million, respectively. In connection with the 2027 Notes and the 2031 Notes, for the years ended December 31, 2025 and 2024,

the Company recognized amortization of original issue discount of $1.6 million and $11.9 million, respectively, and

amortization of deferred financing costs of $0.4 million and $0.3 million, respectively. The effective interest rate on the debt

component of the 2027 Notes was 10.5% as of December 31, 2025. The effective interest rate on the debt component of the

2031 Notes was 6.6% as of December 31, 2025.

For the year ended December 31, 2025, no shares of Common Stock were issued upon conversion, exercise, or satisfaction

of the required conditions of the 2027 Notes or the 2031 Notes. Refer to Note 13 — Supplemental equity and other information

for details on the impact of the 2027 Notes and the 2031 Notes to diluted earnings per share under the if-converted method.

As discussed above, in April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and

certain holders of its 2031 Notes and entered into a privately negotiated agreement with a holder of its 2027 Notes to repurchase

$14.0 million principal amount of its outstanding 2027 Notes at 105% of par value, plus accrued and unpaid interest, for

$15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed Draw Facility, and as a

result as of December 31, 2025, $15.0 million had been drawn under the 2029 Delayed Draw Facility. As a result of this

transaction, the Company recognized an immaterial loss on the early extinguishment of debt during the year ended December

31, 2025.

Future debt obligation payments

Future debt obligation payments for the year ended December 31, are as follows:

NOTE 10 — Pensions and other postretirement benefit plans

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under

collective bargaining agreements. Our retirement plans include the (i) Gannett Retirement Plan (the "GR Plan"), (ii) Gannett

Retirement Plan for Certain Union Employees (the "Union Plan"), (iii) Newsquest Scheme in the U.K. (the "U.K. Pension

Plan"), (iv) Newspaper Guild of Detroit Pension Plan (the "Detroit Plan"), (v) George W. Prescott Publishing Company Pension

Plan (the "GWP Plan") and (vi) Times Publishing Company Defined Benefit Pension Plan (the "TPC Plan"). The GWP Plan

was amended to freeze all future benefit accruals by December 31, 2008, except for a select group of union employees whose

benefits were frozen in 2009, the GR Plan was amended to freeze all future benefit accruals by August 1, 2008, except for a

select group of unions and the TPC Plan was frozen as of May 31, 2007, prior to the Company's acquisition of the TPC Plan.

The Company also maintains several postretirement medical and life insurance plans which cover certain employees. We

also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. Most

of our retirees contribute to the cost of these benefits and retiree contributions are increased as actual benefit costs increase. The

cost of providing retiree health care and life insurance benefits is actuarially determined. Our policy is to fund benefits as claims

and premiums are paid. We use a December 31 measurement date for these plans.

The following table presents the change in the projected benefit obligation for the years ended December 31:

The following table presents the change in the fair value of plan assets for the years ended December 31:

The following table presents amounts recognized in the Consolidated balance sheets, the plans' funded status and

accumulated other comprehensive income that has not yet been recognized at December 31: