# USA TODAY Co., Inc. (TDAY) Informational only - not investment advice. CIK: 0001579684 SIC: 2711 Newspapers: Publishing or Publishing & Printing SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 27](/major-group/27/) > [SIC 2711 Newspapers: Publishing or Publishing & Printing](/industry/2711/) Latest 10-K filed: 2026-02-26 SEC page: https://www.sec.gov/edgar/browse/?CIK=1579684 Filing source: https://www.sec.gov/Archives/edgar/data/1579684/000157968426000010/tday-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2302226000 | USD | 2025 | 2026-02-26 | | Net income | 1749000 | USD | 2025 | 2026-02-26 | | Assets | 1837158000 | USD | 2025 | 2026-02-26 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001579684.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | 1,342,004,000 | 1,526,024,000 | 1,867,909,000 | 3,405,670,000 | 3,208,083,000 | 2,945,303,000 | 2,663,550,000 | 2,509,315,000 | 2,302,226,000 | | Net income | | 31,641,000 | -915,000 | 18,196,000 | -119,842,000 | -670,479,000 | -134,962,000 | -78,002,000 | -27,791,000 | -26,354,000 | 1,749,000 | | Operating income | 103,425,000 | 60,578,000 | 33,836,000 | 58,139,000 | -146,977,000 | -447,888,000 | 109,077,000 | -33,599,000 | 86,271,000 | -42,838,000 | | | Diluted EPS | | 0.70 | -0.02 | 0.31 | -1.77 | -5.09 | -1.00 | -0.57 | -0.20 | -0.18 | 0.01 | | Operating cash flow | | 94,800,000 | 110,506,000 | 109,559,000 | 25,535,000 | 57,770,000 | 127,453,000 | 40,776,000 | 94,574,000 | 100,310,000 | 114,389,000 | | Capital expenditures | | 10,631,000 | 11,090,000 | 11,639,000 | 13,978,000 | 36,975,000 | 39,560,000 | 45,376,000 | 38,116,000 | 49,534,000 | 51,486,000 | | Share buybacks | | 417,000 | 5,001,000 | 0.00 | 0.00 | 2,020,000 | 3,244,000 | 6,555,000 | 2,642,000 | 3,141,000 | 3,064,000 | | Assets | | 1,336,030,000 | 1,283,546,000 | 1,443,864,000 | 4,020,102,000 | 3,108,914,000 | 2,828,069,000 | 2,393,555,000 | 2,181,247,000 | 2,040,147,000 | 1,837,158,000 | | Liabilities | | 581,057,000 | 609,153,000 | 725,094,000 | 3,036,896,000 | 2,745,955,000 | 2,298,454,000 | 2,098,182,000 | 1,863,934,000 | 1,887,513,000 | 1,682,546,000 | | Stockholders' equity | | 754,973,000 | 674,393,000 | 717,223,000 | 981,356,000 | 364,109,000 | 532,100,000 | 295,742,000 | 317,785,000 | 153,139,000 | 155,111,000 | | Cash and cash equivalents | | 172,246,000 | 43,056,000 | 48,651,000 | 156,042,000 | 170,725,000 | 130,756,000 | 94,255,000 | 100,180,000 | 106,299,000 | 90,213,000 | | Free cash flow | | 84,169,000 | 99,416,000 | 97,920,000 | 11,557,000 | 20,795,000 | 87,893,000 | -4,600,000 | 56,458,000 | 50,776,000 | 62,903,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | -0.07% | 1.19% | -6.42% | -19.69% | -4.21% | -2.65% | -1.04% | -1.05% | 0.08% | | Operating margin | | | 2.52% | 3.81% | -7.87% | -13.15% | 3.40% | -1.14% | 3.24% | -1.71% | | | Return on equity | | 4.19% | -0.14% | 2.54% | -12.21% | -184.14% | -25.36% | -26.38% | -8.75% | -17.21% | 1.13% | | Return on assets | | 2.37% | -0.07% | 1.26% | -2.98% | -21.57% | -4.77% | -3.26% | -1.27% | -1.29% | 0.10% | | Liabilities / equity | | 0.77 | 0.90 | 1.01 | 3.09 | 7.54 | 4.32 | 7.09 | 5.87 | 12.33 | 10.85 | | Current ratio | | 1.89 | 1.29 | 1.20 | 1.08 | 0.86 | 0.87 | 0.82 | 0.83 | 0.78 | 0.75 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001579684.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | -0.39 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.39 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.07 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 672,357,000 | -12,677,000 | -0.09 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 652,871,000 | -2,566,000 | -0.02 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 669,405,000 | -22,892,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 635,761,000 | -84,768,000 | -0.60 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 639,840,000 | 13,748,000 | 0.09 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 612,439,000 | -19,653,000 | -0.14 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 621,275,000 | 64,319,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 571,573,000 | -7,333,000 | -0.05 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 584,861,000 | 78,391,000 | 0.42 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 560,796,000 | -39,249,000 | -0.27 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 584,996,000 | -30,060,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 548,485,000 | 19,891,000 | 0.12 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1579684/000157968426000033/gci-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-04-30 Report date: 2026-03-31 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on February 26, 2026. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors," and elsewhere throughout this Quarterly Report on Form 10-Q, as well as the factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors." Our actual results could differ materially from those discussed in the forward-looking statements. 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. 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 12 — Segment reporting in the notes to the condensed consolidated financial statements. 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 we have experienced and expect continued price increases in 2026. •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, as well as economic and political instability, global conflicts, and other geopolitical events. 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 artificial intelligence ("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 $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") in an 23 Table of Contents 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 6 — Debt in the notes to the condensed consolidated financial statements, were amended. The Detroit News Transaction was accounted for as an equity transaction as we retained control of the business both before and after the transfer. Accordingly, no gain or loss or step-up in basis was recognized in the condensed consolidated statements of operations and comprehensive income (loss). 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, global conflicts, 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 2029 Term Loan Facility, which as of March 31, 2026, 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. 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 have and are expected to continue to impact revenues, expenses, and Segment Adjusted EBITDA 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 three months ended March 31, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on costs. Reclassifications Certain reclassifications have been made to the prior periods unaudited condensed consolidated financial statements to conform to classifications used in the current periods. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported. Use of website to distribute material company information Our website is www.usastodayco.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. We use our website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of our website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information. 24 Table of Contents 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. Three months ended March 31, In thousands, except per share amounts Change 2026 2025 $ % Digital(a) $ 261,917  $ 250,394  $ 11,523  5  % Print and commercial(b) 286,568  321,179  (34,611) (11) % Total revenues 548,485  571,573  (23,088) (4) % Operating costs 327,351  356,622  (29,271) (8) % Selling, general and administrative expenses 150,780  167,516  (16,736) (10) % Depreciation and amortization 31,190  42,634  (11,444) (27) % Integration and reorganization costs 2,193  9,498  (7,305) (77) % Asset impairments —  1,894  (1,894) (100) % Gain on sale or disposal of assets, net (7,844) (20,680) 12,836  (62) % Interest expense 21,240  26,083  (4,843) (19) % Loss on early extinguishment of debt 75  1,274  (1,199) (94) % Equity income in unconsolidated investees, net (652) (195) (457) *** Other (income) expense, net(c) (6,523) 1,074  (7,597) *** Income (loss) before income taxes 30,675  (14,147) 44,822  *** Provision (benefit) for income taxes 10,784  (6,814) 17,598  *** Net income (loss) attributable to USA TODAY Co. $ 19,891  $ (7,333) $ 27,224  *** Income (loss) per share attributable to USA TODAY Co. - basic $ 0.14  $ (0.05) $ 0.19  *** Income (loss) per share attributable to USA TODAY Co. - diluted $ 0.12  $ (0.05) $ 0.17  *** *** Indicates an absolute value percentage change greater than 100. (a)    Amounts are net of intersegment eliminations of $28.4 million and $34.5 million for the three months ended March 31, 2026 and 2025, 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 $28.7 million and $32.2 million for the three months ended March 31, 2026 and 2025, respectively. (c)    Other (income) expense, net primarily reflects Google litigation costs and other legal settlements, 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 med [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high 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 38 Table of contents 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 39 Table of contents 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. 40 Table of contents RESULTS OF OPERATIONS Consolidated summary A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by segment. Year ended December 31, In thousands, except per share amounts 2025 2024 $ Change % Change 2023 $ Change % Change Digital(a) $1,056,070 $1,103,651 $(47,581) (4)% $1,050,370 $53,281 5% Print and commercial(b) 1,246,156 1,405,664 (159,508) (11)% 1,613,180 (207,516) (13)% Total revenues 2,302,226 2,509,315 (207,089) (8)% 2,663,550 (154,235) (6)% Operating costs 1,410,788 1,545,584 (134,796) (9)% 1,692,031 (146,447) (9)% Selling, general and administrative expenses 639,748 703,645 (63,897) (9)% 722,885 (19,240) (3)% Depreciation and amortization 165,759 156,287 9,472 6% 162,622 (6,335) (4)% Integration and reorganization costs 31,595 66,155 (34,560) (52)% 24,468 41,687 *** Asset impairments 2,243 46,589 (44,346) (95)% 1,370 45,219 *** (Gain) loss on sale or disposal of assets, net (16,844) 1,106 (17,950) *** (40,101) 41,207 *** Interest expense 97,225 104,697 (7,472) (7)% 111,776 (7,079) (6)% Loss (gain) early extinguishment of debt 1,516 (55,559) 57,075 *** (4,529) (51,030) *** Equity income in unconsolidated investees, net (2,209) (548) (1,661) *** (2,379) 1,831 (77)% Other (income) expense, net(c) (26,320) 19,032 (45,352) *** 1,572 17,460 *** Loss before income taxes $(1,275) $(77,673) $76,398 (98)% $(6,165) $(71,508) *** (Benefit) provision for income taxes (3,030) (51,286) 48,256 (94)% 21,729 (73,015) *** Net income (loss) 1,755 (26,387) 28,142 *** (27,894) 1,507 (5)% Net income (loss) attributable to noncontrolling interests 6 (33) 39 *** (103) 70 (68)% Net income (loss) attributable to USA TODAY Co. $1,749 $(26,354) $28,103 *** $(27,791) $1,437 (5)% Income (loss) per share attributable to USA TODAY Co. - basic $0.01 $(0.18) $0.19 *** $(0.20) $0.02 (10)% Income (loss) per share attributable to USA TODAY Co. - diluted $0.01 $(0.18) $0.19 *** $(0.20) $0.02 (10)% *** Indicates an absolute value percentage change greater than 100. (a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 million and $150.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation. (b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 million and $186.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. (c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost. Revenues Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues. Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business. 41 Table of contents 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. 42 Table of contents Interest expense For the years ended December 31, 2025, 2024 and 2023, Interest expense was $97.2 million, $104.7 million and $111.8 million, respectively. The decrease in interest expense for the year ended December 31, 2025 compared to 2024, was primarily due to a lower debt balance driven by quarterly amortization and required prepayments on our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), which on October 15, 2024, refinanced and replaced the Company's previous five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan"). The decrease in interest expense for the year ended December 31, 2024 compared to 2023, was primarily due to a lower debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan, and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026 Senior Notes"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an increase in interest rates on the Senior Secured Term Loan. Loss (gain) on early extinguishment of debt For the year ended December 31, 2025, we recognized a net loss on the early extinguishment of debt of $1.5 million, and for the years ended December 31, 2024 and 2023, we recognized net gains of $55.6 million and $4.5 million, respectively, mainly due to our debt refinancing transactions. Refer to Note 9 — Debt for additional discussion regarding our debt. Other (income) expense, net A summary of Other (income) expense, net is presented below: Year ended December 31, In thousands 2025 2024 $ Change % Change 2023 $ Change % Change Expert fees associated with litigation with Google $4,827 $13,170 $(8,343) (63)% $544 $12,626 *** Gain on sale of investments, net (9,700) (597) (9,103) *** (196) (401) *** Third-party debt costs 1,911 10,045 (8,134) (81)% 632 9,413 *** Consulting fees(a) 2,145 8,581 (6,436) (75)% 10,626 (2,045) (19)% Other(b) (25,503) (12,167) (13,336) *** (10,034) (2,133) 21% Other (income) expense, net $(26,320) $19,032 $(45,352) *** $1,572 $17,460 *** *** Indicates an absolute value percentage change greater than 100. (a)Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes. (b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost. In addition, for the year ended December 31, 2025, included a pension settlement gain of $11.8 million related to the purchase of an annuity by the Gannett Retirement Plan. (Benefit) provision for income taxes The following table summarizes our pre-tax net loss before income taxes and income tax accounts: Year ended December 31, In thousands 2025 2024 2023 Loss before income taxes $(1,275) $(77,673) $(6,165) (Benefit) provision for income taxes (3,030) (51,286) 21,729 Effective tax rate 237.6% 66.0% NM NM indicates not meaningful. Our effective tax rate for the year ended December 31, 2025 was 237.6%. The tax benefit for 2025 was primarily impacted by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards, and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion. Our effective tax rate for the year ended December 31, 2024 was 66.0%. The tax benefit for 2024 was primarily impacted by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion. 43 Table of contents 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 44 Table of contents EBITDA to Net income (loss) attributable to USA TODAY Co. along with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We also strongly urge you not to rely on any single financial performance measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies. Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA Year ended December 31, In thousands 2025 2024 2023 Net income (loss) attributable to USA TODAY Co. $1,749 $(26,354) $(27,791) (Benefit) provision for income taxes (3,030) (51,286) 21,729 Net income (loss) attributable to noncontrolling interests 6 (33) (103) Interest expense 97,225 104,697 111,776 Loss (gain) on early extinguishment of debt 1,516 (55,559) (4,529) Depreciation and amortization 165,759 156,287 162,622 Integration and reorganization costs(a) 31,595 66,155 24,468 Asset impairments 2,243 46,589 1,370 (Gain) loss on sale or disposal of assets, net (16,844) 1,106 (40,101) Share-based compensation expense 9,149 12,522 16,567 Other (income) expense, net(b) (26,320) 19,032 1,572 Total Adjusted EBITDA $263,048 $273,156 $267,580 (a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. (b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments and third-party debt costs. USA TODAY Media segment 2025 compared to 2024 A summary of our USA TODAY Media segment results for the years ended December 31, 2025 and 2024 is presented below: Year ended December 31, In thousands 2025 2024 $ Change % Change Digital $654,210 $692,714 $(38,504) (6%) Print and commercial 1,089,372 1,245,684 (156,312) (13%) Segment revenues 1,743,582 1,938,398 (194,816) (10%) Operating costs 1,084,205 1,210,117 (125,912) (10%) Selling, general and administrative expenses 480,470 526,088 (45,618) (9%) Equity income in unconsolidated investees, net (2,209) (548) (1,661) *** Segment Adjusted EBITDA $181,116 202,741 (21,625) (11%) *** Indicates an absolute value percentage change greater than 100. 45 Table of contents Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Digital advertising $301,302 $292,897 $8,405 3% Digital marketing services 128,106 142,120 (14,014) (10%) Digital-only subscription 166,248 181,670 (15,422) (8%) Digital other 58,554 76,027 (17,473) (23%) Digital 654,210 692,714 (38,504) (6%) Print advertising 402,925 451,589 (48,664) (11%) Print circulation 505,037 582,965 (77,928) (13%) Commercial and other(a) 181,410 211,130 (29,720) (14%) Print and commercial 1,089,372 1,245,684 (156,312) (13%) Segment revenues $1,743,582 $1,938,398 $(194,816) (10%) (a) Included Commercial printing and delivery revenues of $111.2 million and $141.8 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, Digital advertising revenues increased compared to 2024, primarily due to an increase in national revenues, including programmatic revenues, partially offset by lower classified advertising spend and the absence of revenues in 2025 associated with businesses divested of $3.7 million. For the year ended December 31, 2025, Digital marketing services revenues decreased compared to 2024, primarily due to a decrease in client count as well as the absence of revenues in 2025 associated with a business divested of $6.5 million. For the year ended December 31, 2025, Digital-only subscription revenues decreased compared to 2024, primarily due to a decrease in in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only subscription revenues for the year ended December 31, 2025 also reflected the absence of revenues in 2025 associated with businesses divested of $4.1 million. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions. For the year ended December 31, 2025, Digital other revenues decreased compared to 2024, primarily due to the absence of revenues in 2025 associated with businesses divested of $14.3 million, as well as a decrease in affiliate and partnership revenues, mainly due to the termination and amendment of various affiliate agreements. For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease in local print display advertisements and advertiser inserts, as well as lower spend on classified advertisements. In addition, the decrease in Print advertising revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $11.7 million. For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially offset by an increase in rates. In addition, the decrease in Print circulation revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $8.5 million. For the year ended December 31, 2025, Commercial and other revenues decreased compared to 2024, primarily due to a decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the decrease in Commercial and other revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025 associated with businesses divested of $21.3 million, of which $14.6 million related to commercial print and delivery revenues. 46 Table of contents Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Newsprint and other production materials $56,289 $74,419 $(18,130) (24%) Distribution 246,778 276,069 (29,291) (11%) Compensation and benefits 360,513 395,896 (35,383) (9%) Outside services 295,226 312,335 (17,109) (5%) Other 125,399 151,398 (25,999) (17%) Total operating costs $1,084,205 $1,210,117 $(125,912) (10%) For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024, primarily due to lower volume driven by the decline in revenues, as well as lower costs related to the absence of revenues in 2025 associated with businesses divested of $2.5 million. For the year ended December 31, 2025, Distribution costs decreased compared to 2024, primarily due to a decrease of $25.7 million associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in multiple markets, including the impact of businesses divested of $6.1 million, as well as a decrease in postage costs of $3.6 million, mainly driven by the volume declines, including the impact of businesses divested of $2.7 million. For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to lower payroll expense of $32.3 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the impact of businesses divested of $10.6 million, downsizing our facilities footprint and the conversion to mail delivery in multiple markets. For the year ended December 31, 2025, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2024, primarily due to a decrease in news and editorial expenses of $8.7 million, mainly due to the cease-use of certain licensed content and the impact of businesses divested, a decrease in third-party media fees of $3.7 million, a decrease in outside printing costs of $2.0 million, and a decrease in event related expenses of $1.7 million, mainly due to the impact of businesses divested. For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to lower facility related expenses of $17.6 million, mainly associated with facility closures and lower promotion costs of $5.5 million, mainly due to the impact of businesses divested. Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Compensation and benefits $231,625 $252,788 $(21,163) (8%) Outside services and other 248,845 273,300 (24,455) (9%) Total selling, general and administrative expenses $480,470 $526,088 $(45,618) (9%) For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to lower payroll expense of $22.6 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives and lower commissions as well as the impact of businesses divested of $3.9 million. For the year ended December 31, 2025, Outside services and other costs, which include services fulfilled by third parties, decreased compared to 2024, mainly due to a decrease of $13.0 million in promotion costs and a decrease of $13.3 million in other miscellaneous expenses, including technology costs, partially offset by higher bad debt expense of approximately $1.8 million. 47 Table of contents USA TODAY Media segment 2024 compared to 2023 A summary of our USA TODAY Media segment results for the years ended December 31, 2024 and 2023 is presented below: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital $692,714 $641,743 $50,971 8% Print and commercial 1,245,684 1,454,110 (208,426) (14%) Segment revenues 1,938,398 2,095,853 (157,455) (8%) Operating costs 1,210,117 1,361,607 (151,490) (11%) Selling, general and administrative expenses 526,088 541,594 (15,506) (3%) Equity income in unconsolidated investees, net (548) (2,379) 1,831 (77%) Segment Adjusted EBITDA $202,741 $195,031 $7,710 4% Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital advertising $292,897 $283,249 $9,648 3% Digital marketing services 142,120 140,589 1,531 1% Digital-only subscription 181,670 150,384 31,286 21% Digital other 76,027 67,521 8,506 13% Digital 692,714 641,743 50,971 8% Print advertising 451,589 501,701 (50,112) (10%) Print circulation 582,965 704,158 (121,193) (17%) Commercial and other(a) 211,130 248,251 (37,121) (15%) Print and commercial 1,245,684 1,454,110 (208,426) (14%) Segment revenues $1,938,398 $2,095,853 $(157,455) (8%) (a) Included Commercial printing and delivery revenues of $141.8 million and $178.1 million for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications. For the year ended December 31, 2024, Digital marketing services revenues increased compared to 2023, primarily due to an increase in client spend. For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily due to an increase in Digital-only ARPU of 21.2%, mainly due to higher rates. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU. For the year ended December 31, 2024, Digital other revenues increased compared to 2023, primarily due to an increase in affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were sunset. For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to a decrease in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers 48 Table of contents driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications and real estate advertisements. For the year ended December 31, 2024, Print circulation revenues decreased compared to 2023, primarily due to a decline in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home delivery and single copy. For the year ended December 31, 2024, Commercial and other revenues decreased compared to 2023, primarily due to a decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a business divested in 2024 and facility closures as well as a decrease in the price of newsprint. Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Newsprint and other production materials $74,419 $108,257 $(33,838) (31%) Distribution 276,069 323,750 (47,681) (15%) Compensation and benefits 395,896 408,197 (12,301) (3%) Outside services 312,335 332,664 (20,329) (6%) Other 151,398 188,739 (37,341) (20%) Total operating costs $1,210,117 $1,361,607 $(151,490) (11%) For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023, primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately $12.8 million. For the year ended December 31, 2024, Distribution costs decreased compared to 2023, primarily due to a decrease of $55.6 million associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization, partially offset by an increase in postage costs of $7.9 million, mainly due to conversion to mail delivery in multiple markets, as well as higher postage costs associated with increased revenue for direct mail. For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to lower payroll expense of $10.5 million, mainly driven by a decrease in headcount tied to ongoing cost control initiatives, including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser extent, lower employee benefit costs of $1.8 million. For the year ended December 31, 2024, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023, primarily due to a decrease in news and editorial expenses of $12.9 million, mainly due to the cease-use of certain licensed content, a decrease in event related expenses of approximately $5.2 million, mainly due to the decline in revenues, and a decrease in third-party media fees of approximately $3.7 million, partially offset by an increase in outside printing costs of $3.9 million. For the year ended December 31, 2024, Other costs decreased compared to 2023, primarily due to lower miscellaneous expenses of $23.3 million, mainly related to lower technology costs, as well as lower facility related expenses of $15.0 million, mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately $0.9 million. 49 Table of contents Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $252,788 $256,205 $(3,417) (1%) Outside services and other 273,300 285,389 (12,089) (4%) Total selling, general and administrative expenses $526,088 $541,594 $(15,506) (3%) For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to lower payroll expense of $2.2 million, driven by lower commissions related to revenue performance as well as a decrease in headcount tied to ongoing cost control initiatives, and to a lesser extent, lower employee benefit costs of $1.2 million. For the year ended December 31, 2024, Outside services and other costs, which include services fulfilled by third parties, decreased compared to 2023, primarily due to lower bad debt expense of approximately $6.3 million, and lower miscellaneous expenses of approximately $5.8 million, including lower product and finance costs, partially offset by higher promotion and technology costs. Newsquest segment 2025 compared to 2024 A summary of our Newsquest segment results for the years ended December 31, 2025 and 2024 is presented below: Year ended December 31, In thousands 2025 2024 $ Change % Change Digital $81,483 $79,293 $2,190 3% Print and commercial 156,784 159,980 (3,196) (2%) Segment revenues 238,267 239,273 (1,006) —% Operating costs 120,824 122,995 (2,171) (2%) Selling, general and administrative expenses 60,553 62,869 (2,316) (4%) Segment Adjusted EBITDA $56,890 $53,409 $3,481 7% Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Digital advertising $51,521 $53,481 $(1,960) (4%) Digital marketing services 8,655 7,941 714 9% Digital-only subscription 9,036 7,158 1,878 26% Digital other 12,271 10,713 1,558 15% Digital 81,483 79,293 2,190 3% Print advertising 72,304 74,211 (1,907) (3%) Print circulation 65,346 67,082 (1,736) (3%) Commercial and other(a) 19,134 18,687 447 2% Print and commercial 156,784 159,980 (3,196) (2%) Total revenues $238,267 $239,273 $(1,006) —% (a) Included Commercial printing revenues of $10.2 million for each of the years ended December 31, 2025 and 2024. For the year ended December 31, 2025, Digital advertising revenues decreased compared to 2024, primarily due to a decrease in classified advertisement and digital display revenues. 50 Table of contents For the year ended December 31, 2025, Digital marketing services revenues increased compared to 2024, driven by an increase in client spend. For the year ended December 31, 2025, Digital-only subscription revenues increased compared to 2024, primarily driven by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital- only paid subscriptions. For the year ended December 31, 2025, Digital other revenues increased compared to 2024, primarily due to an increase in syndication revenues. For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease in print display advertisements, partially offset by higher spend on classified advertisements. For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline in single copy volume, partially offset by an increase in rates. Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Newsprint and other production materials $12,189 $12,820 $(631) (5%) Distribution 12,549 12,755 (206) (2%) Compensation and benefits 57,332 53,084 4,248 8% Outside services 14,732 15,233 (501) (3%) Other 24,022 29,103 (5,081) (17%) Total operating costs $120,824 $122,995 $(2,171) (2%) For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024, primarily due to volume declines. For the year ended December 31, 2025, Compensation and benefits costs increased compared to 2024, primarily due to an increase in payroll expenses due to higher employer taxes and higher wages, including minimum wage. For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily associated with the decrease in both digital advertising and print advertising revenues. Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Compensation and benefits $48,060 $47,517 $543 1% Outside services and other 12,493 15,352 (2,859) (19%) Total selling, general and administrative expenses $60,553 $62,869 $(2,316) (4%) For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, mainly due to various lower miscellaneous expenses, including a decrease of $2.0 million related to professional fees. 51 Table of contents Newsquest segment 2024 compared to 2023 A summary of our Newsquest segment results for the years ended December 31, 2024 and 2023 is presented below: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital $79,293 $74,910 $4,383 6% Print and commercial 159,980 159,070 910 1% Segment revenues 239,273 233,980 5,293 2% Operating costs 122,995 120,264 2,731 2% Selling, general and administrative expenses 62,869 63,588 (719) (1%) Segment Adjusted EBITDA $53,409 $50,128 $3,281 7% Revenues The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital advertising $53,481 $50,362 $3,119 6% Digital marketing services 7,941 8,920 (979) (11%) Digital-only subscription 7,158 5,237 1,921 37% Digital other 10,713 10,391 322 3% Digital 79,293 74,910 4,383 6% Print advertising 74,211 74,844 (633) (1%) Print circulation 67,082 68,042 (960) (1%) Commercial and other(a) 18,687 16,184 2,503 15% Print and commercial 159,980 159,070 910 1% Segment revenues $239,273 $233,980 5,293 2% (a) 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. 52 Table of contents Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Newsprint and other production materials $12,820 $15,330 $(2,510) (16%) Distribution 12,755 13,325 (570) (4%) Compensation and benefits 53,084 50,144 2,940 6% Outside services 15,233 16,033 (800) (5%) Other 29,103 25,432 3,671 14% Total operating costs $122,995 $120,264 $2,731 2% For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023, primarily due to a decrease in the cost of newsprint of approximately of $1.8 million, as well as volume declines. For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to higher headcount for production facilities. For the year ended December 31, 2024, Other costs increased compared to 2023, primarily associated with the increase in digital advertising revenues. Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $47,517 $47,350 $167 —% Outside services and other 15,352 16,238 (886) (5%) Total selling, general and administrative expenses $62,869 $63,588 $(719) (1%) For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, primarily due to lower technology related expenses of $0.7 million and lower bad debt expense of $0.2 million. LocaliQ segment 2025 compared to 2024 A summary of our LocaliQ segment results for the years ended December 31, 2025 and 2024 is presented below: Year ended December 31, In thousands 2025 2024 $ Change % Change Digital(a) $448,311 $477,807 $(29,496) (6%) Segment revenues 448,311 477,807 (29,496) (6%) Operating costs 320,914 343,782 (22,868) (7%) Selling, general and administrative expenses 81,062 90,347 (9,285) (10%) Segment Adjusted EBITDA $46,335 $43,678 $2,657 6% (a)Digital revenues are solely generated by digital marketing services revenues. Revenues For the year ended December 31, 2025, Digital revenues decreased compared to 2024, primarily due to a decline in the core direct business, mainly driven by a decline in customer count. Core platform average monthly revenues divided by average monthly customer count within the period ("Core platform ARPU") increased 1.2% for the year ended December 31, 2025. Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU. 53 Table of contents Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Outside services $283,250 $300,523 $(17,273) (6%) Compensation and benefits 33,164 36,684 (3,520) (10%) Other 4,500 6,575 (2,075) (32%) Total operating costs $320,914 $343,782 $(22,868) (7%) For the year ended December 31, 2025, Outside services costs decreased compared to 2024, due to a decrease of $25.2 million of expenses associated with third-party media fees driven by a corresponding decrease in revenues, partially offset by an increase of $7.9 million, mainly due to costs associated with outsourcing initiatives. For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to a lower payroll expense driven by headcount reductions. For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to a reduction in lease expense associated with downsizing our facilities footprint. Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2025 and 2024: Year ended December 31, In thousands 2025 2024 $ Change % Change Compensation and benefits $73,193 $78,709 $(5,516) (7%) Outside services and other 7,869 11,638 (3,769) (32%) Total selling, general and administrative expenses $81,062 $90,347 $(9,285) (10%) For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to lower payroll expense driven by headcount reductions. For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, primarily due to lower promotion costs, partially offset by higher bad debt expense of $0.6 million. LocaliQ segment 2024 compared to 2023 A summary of our LocaliQ segment results for the years ended December 31, 2024 and 2023 is presented below: Year ended December 31, In thousands 2024 2023 $ Change % Change Digital(a) $477,807 $477,909 $(102) —% Segment revenues 477,807 477,909 (102) —% Operating costs 343,782 336,056 7,726 2% Selling, general and administrative expenses 90,347 88,630 1,717 2% Segment Adjusted EBITDA $43,678 $53,223 $(9,545) (18%) (a)Digital revenues are solely generated by digital marketing services revenues. Revenues For the year ended December 31, 2024, Digital revenues remained essentially flat compared to 2023, primarily due to a 54 Table of contents decline in revenues from non-core products which were sunset, offset by growth in the core direct business. Core platform ARPU increased 5.3% for the year ended December 31, 2024, Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU. Operating costs The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Outside services $300,523 $294,073 $6,450 2% Compensation and benefits 36,684 35,604 1,080 3% Other 6,575 6,379 196 3% Total operating costs $343,782 $336,056 $7,726 2% For the year ended December 31, 2024, Outside services costs increased compared to 2023, due to an increase in expenses associated with third-party media fees driven by higher costs of search. For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to higher wages. Selling, general and administrative expenses The following table provides the breakout of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023: Year ended December 31, In thousands 2024 2023 $ Change % Change Compensation and benefits $78,709 $76,190 $2,519 3% Outside services and other 11,638 12,440 (802) (6%) Total selling, general and administrative expenses $90,347 $88,630 $1,717 2% For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to higher payroll expense of $1.7 million, driven by higher wages and higher employee benefit costs of $0.8 million. For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, mainly due to lower bad debt expense of $0.5 million, and a decrease in miscellaneous expenses. Key performance indicators A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of similar businesses. We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams. Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments. 55 Table of contents The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquest and LocaliQ segments: Year ended December 31, In thousands, except ARPU 2025 2024 Change % Change 2023 Change % Change Digital-only ARPU: USA TODAY Media $8.34 $7.83 $0.51 6.5% $6.46 $1.37 21.2% Newsquest $5.90 $6.17 $(0.27) (4.4)% $6.14 $0.03 0.5% Total USA TODAY Co. $8.17 $7.75 $0.42 5.4% $6.45 $1.30 20.2% Year ended December 31, In thousands, except ARPU 2025 2024 Change % Change 2023 Change % Change LocaliQ Core platform: Core platform revenues $446,373 $474,298 $(27,925) (5.9)% $473,172 $1,126 0.2% Core platform ARPU $2,794 $2,760 $34 1.2% $2,620 $140 5.3% Core platform average customer count 13.3 14.3 (1.0) (7.0)% 15.1 (0.8) (5.3)% As of December 31, In thousands 2025 2024 % Change 2023 % Change Digital-only paid subscriptions: USA TODAY Media: 1,367 1,953 (30.0)% 1,912 2.1% Newsquest 145 110 31.8% 83 32.5% Total USA TODAY Co. 1,512 2,063 (26.7)% 1,995 3.4% LIQUIDITY AND CAPITAL RESOURCES Our primary cash requirements are for working capital, debt obligations, and capital expenditures. We expect to fund our operations and debt service requirements through cash provided by our operating activities. We expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations, and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity. We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion. Details of our cash flows are included in the table below: Year ended December 31, In thousands 2025 2024 Cash provided by operating activities $114,389 $100,310 Cash provided by (used for) investing activities 8,970 (27,950) Cash used for financing activities (139,837) (68,853) Effect of currency exchange rate change on cash (1,891) 2,062 (Decrease) increase in cash, cash equivalents and restricted cash $(18,369) $5,569 Cash flows provided by operating activities: Our largest source of cash provided by operating activities is cash generated  through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as well as retail, classified, and online revenues. Additionally, we generate cash through commercial printing and delivery services to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery, and outside services. For the year ended December 31, 2025, cash flows provided by operating activities were $114.4 million compared to $100.3 million for the year ended December 31, 2024. The increase in cash flows provided by operating activities was primarily due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest, 56 Table of Contents partially offset by lower cash receipts related to deferred revenues, an increase in severance payments and an increase in cash paid for income taxes. 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. 57 Table of Contents 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. 58 Table of Contents 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 59 Table of Contents 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. 60 Table of Contents 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.