Financial Analysis

"NOTE 11 Commitments, contingencies, and other matters Legal proceedings The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position. We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company's financial results. On June 20, 2023, the Co …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"NOTE 6 Debt The Company's debt as of March 31, 2026 and December 31, 2025 consisted of the financing arrangements described below. March 31, 2026 December 31, 2025 In millions Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value Principal balance Unamortized original issue discount Unamortized deferred financing costs Carrying value 2029 Term Loan Facility $ 740.5 $ (8.5) $ (5.2) $ 726.8 $ 729.5 $ (8.8) $ (5.6) $ 715.1 2031 Notes 223.7 (4.2) (2.4) 217.1 223.7 (4.4) (2.5) 216.8 2027 Notes 24.1 (1.6) 22.5 24.1 (1.8) 22.3 Total debt $ 988.3 $ (14.3) $ (7.6) $ 966.4 $ 977.3 $ (15.0) $ (8.1) $ 954.2 Less: Current portion of long-term debt (70.7) (70.7) (69.3) (69.3) Non-current portion of long-term debt $ 917.6 $ (14.3) $ (7.6) $ 895.7 $ 908.0 $ (15.0) $ (8.1) $ 884.9 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 Co …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present our revenues disaggregated by segment and revenue type: Three months ended March 31, 2026 In thousands USA TODAY Media Newsquest LocaliQ Corporate Intersegment eliminations Consolidated Digital advertising $ 67,945 $ 12,936 $ $ $ $ 80,881 Digital marketing services 27,973 2,113 99,684 (28,430) 101,340 Digital-only subscription 43,382 2,557 45,939 Digital other 28,758 3,655 1,344 33,757 Digital 168,058 21,261 99,684 1,344 (28,430) 261,917 Print advertising 90,264 18,123 108,387 Print circulation 115,049 16,199 131,248 Commercial and other (a) 42,740 4,193 46,933 Print and commercial 248,053 38,515 286,568 Total revenues (b) $ 416,111 $ 59,776 $ 99,684 $ 1,344 $ (28,430) $ 548,485 (a) For the three months ended March 31, 2026, included Commercial printing and delivery revenues of $26.3 million and $2.5 million at the USA TODAY Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 12.7% of total revenues for the three months ended March 31, 2026. Three months ended March 31, 2025 In thousands USA TODAY Media Newsquest LocaliQ Corporate Intersegment eliminations Consolidated Digital advertising $ 71,454 $ 11,917 $ $ $ $ 83,371 Digital marketing services 32,758 1,870 108,709 (34,533) 108,804 Digital-only subscription 41,266 1,993 43,259 Digital other 10,573 2,908 1,479 14,960 Digital 156,051 18,688 108,709 1,479 (34,533) 250,394 Print advertising 105,175 17,453 122,628 Print circulation 133,204 15,84 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"NOTE 8 Fair value measurement In accordance with ASC 820, ""Fair Value Measurement,"" fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. As of March 31, 2026 and December 31, 2025, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values (""NAV"") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy. The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 Debt for additional discussion regarding fair value of the Company's debt instruments. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3), which a …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"NOTE 4 Goodwill and intangible assets Goodwill and intangible assets consisted of the following: March 31, 2026 December 31, 2025 In thousands Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Finite-lived intangible assets: Advertiser relationships $ 434,571 $ 327,406 $ 107,165 $ 434,928 $ 317,104 $ 117,824 Other customer relationships 88,576 69,383 19,193 88,609 67,427 21,182 Subscriber relationships 240,266 207,998 32,268 240,272 205,602 34,670 Other intangible assets 66,870 66,870 66,870 66,837 33 Sub-total $ 830,283 $ 671,657 $ 158,626 $ 830,679 $ 656,970 $ 173,709 Indefinite-lived intangible assets: Mastheads 163,852 164,136 Total intangible assets $ 322,478 $ 337,845 Goodwill $ 518,439 $ 518,762 The Company performs its annual goodwill and indefinite-lived intangible impairment assessments as of November 30 each year. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC 350 ""Intangibles - Goodwill and Other"" (""ASC 350""), and ASC 360 ""Property, Plant and Equipment"" (""ASC 360""), which would require interim impairment testing. As of March 31, 2026, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present."

GoodwillAndIntangibleAssetsDisclosureTextBlock

"NOTE 9 Income taxes The following table outlines our pre-tax net income (loss) and income tax amounts: Three months ended March 31, In thousands 2026 2025 Income (loss) before income taxes $ 30,675 $ (14,147) Provision (benefit) for income taxes 10,784 (6,814) Effective tax rate 35.2 % 48.2 % The provision (benefit) for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period's income or loss before tax, adjusted for the tax effects of any significant or unusual items (discrete events) and changes in tax laws. The provision for income taxes for the three months ended March 31, 2026, was primarily driven by pre-tax book income and the global intangible low-taxed income inclusion, partially offset by the generation of research and development credits and excess tax benefits related to share-based compensation. The provision was calculated using an estimated annual effective tax rate of 36.2%. The estimated annual effective tax rate before discrete items is principally impacted by the projected full year pre-tax book income, the global intangible low-taxed income inclusion and state tax expense, partially offset by the generation of the research and development credit. The estimated annual effective tax rate is based on the projected tax expense for the full year. The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $46.0 million as of March 31, 2026 and De …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recent accounting pronouncements adopted Measurement of credit losses for accounts receivable and contract assets In July 2025, the Financial Accounting Standards Board (the ""FASB"") issued guidance, Accounting Standards Update (""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 Accounting Standards Codification (""ASC"") 606, ""Revenue from Contracts with Customers"" (""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 adoption of the provisions of ASU 2025-05 did not have a material impact on the condensed 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 adoption of the provisions of ASU 2024-04 did not have a material impact on the condensed conso …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"NOTE 7 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 primarily include the (i) Gannett Retirement Plan (the ""GR Plan""), (ii) Gannett Retirement Plan for Certain Union Employees, and (iii) Newsquest Scheme in the U.K., as well as other smaller and/or frozen defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements. The components of net periodic pension and postretirement benefits include the following: Pension benefits Postretirement benefits Three months ended March 31, Three months ended March 31, In thousands 2026 2025 2026 2025 Service cost - benefits earned during the period $ 224 $ 248 $ 7 $ 8 Interest cost on benefit obligations (a) 17,513 20,387 464 526 Expected return on plan assets (a) (20,618) (22,860) Amortization of prior service cost (benefit) (a) 18 17 (142) (142) Amortization of actuarial loss (gain) (a) 710 577 (396) (419) Total benefit, net $ (2,153) $ (1,631) $ (67) $ (27) (a) Amounts are included in Other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). Contributions We are contractually obligated to contribute to our pension and postretirement benefit plans. During the three months ended March 31, 2026, we cont …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 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 condensed 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: Three months ended March 31, 2026 In thousands USA TODAY Media Newsquest LocaliQ Corporate Intersegment eliminations Consolidated Digital advertising $ 67,945 $ 12,936 $ $ $ $ 80,881 Digital marketing services 27,973 2,113 99,684 (28,430) 101,340 Digital-only subscription 43,382 2,557 45,939 Digital other 28,758 3,655 1,344 33,757 Digital 168,058 21,261 99,684 1,344 (28,430) 261,917 Print advertising 90,264 18,123 108,387 Print circulation 115,049 16,199 131,248 Commercial and other (a) 42,740 4,193 46,933 Print and commercial 248,053 38,515 286,568 Total revenues (b) $ 416,111 $ 59,776 $ 99,684 $ 1,344 $ (28,430) $ 548,485 (a) For the three months ended March 31, 2026, included Commercial printing and delivery revenues of $26.3 million and $2.5 million at the USA TODAY Media and Newsquest segments, respectively. (b) Revenues generated from international operations comprised 12.7% of total revenues for the three months ended March 31, 2026. Three mont …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"NOTE 12 Segment reporting We define our reportable segments based on the way the Chief Operating Decision Maker (""CODM""), which is our Chief Executive Officer, manages the operations for purposes of allocating resources and assessing segment performance. Our reportable segments include the following: USA TODAY Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital marketing services delivered by our LocaliQ segment, digital distribution of our publications and digital content syndication and affiliate and partnership revenues as well as classified advertisements and display advertisements run on our platforms as well as third-party sites, and Print and commercial revenues mainly derived from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business. Newsquest is comprised of our portfolio of newspaper publishers in the U.K. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital marketing services delivered by our LocaliQ segment, digital distribution of our publications and digital content syndication revenues as well as classified advertisements and display advertisem …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"NOTE 10 Supplemental equity and other information Income (loss) per share The following table sets forth the information to compute basic and diluted income (loss) per share: Three months ended March 31, In thousands, except per share data 2026 2025 Net income (loss) attributable to USA TODAY Co. $ 19,891 $ (7,333) Interest adjustment to Net income (loss) attributable to USA TODAY Co. related to assumed conversions of the: 2031 Notes 2,717 2027 Notes 441 Net income (loss) attributable to USA TODAY Co. for diluted earnings per share $ 23,049 $ (7,333) Basic weighted average shares outstanding 146,087 143,392 Effect of dilutive securities: Restricted stock grants (a) 1,846 2031 Notes (b) 44,745 2027 Notes (c) 4,822 Diluted weighted average shares outstanding 197,500 143,392 Income (loss) per share attributable to USA TODAY Co. - basic $ 0.14 $ (0.05) Income (loss) per share attributable to USA TODAY Co. - diluted $ 0.12 $ (0.05) (a) Includes restricted stock awards, restricted stock units and performance stock units. (b) Represents the total number of shares that would have been convertible for the three months ended March 31, 2026 as stipulated in the 2031 Notes Indenture. (c) Represents the total number of shares that would have been convertible for the three months ended March 31, 2026 as stipulated in the 2027 Notes Indenture. The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilut …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing