USA TODAY Co., Inc. (TDAY)

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

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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.

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RESULTS OF OPERATIONS

Consolidated summary

A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by segment.

*** Indicates an absolute value percentage change greater than 100.

(a)    Amounts are net of intersegment eliminations of $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 settlemen

[Excerpt truncated for page length; source filing is linked above.]

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

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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

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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.

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RESULTS OF OPERATIONS

Consolidated summary

A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by

segment.

*** Indicates an absolute value percentage change greater than 100.

(a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 million and $150.5 million for the years ended December 31, 2025, 2024 and 2023,

respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA

TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented

gross but are eliminated in consolidation.

(b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 million and $186.1 million for the years ended December 31, 2025, 2024 and

2023, respectively.

(c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees

associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,

(gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service

cost.

Revenues

Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated

through multiple services, including search advertising, display advertising, search optimization, social media, website

development, web presence products, customer relationship management, and software-as-a-service solutions, classified

advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our

publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.

Print and commercial revenues are generated from the sale of local, national, and classified print advertising products, the

sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements,

and revenues from our events business.

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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.

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Interest expense

For the years ended December 31, 2025, 2024 and 2023, Interest expense was $97.2 million, $104.7 million and $111.8

million, respectively.

The decrease in interest expense for the year ended December 31, 2025 compared to 2024, was primarily due to a lower

debt balance driven by quarterly amortization and required prepayments on our $900.0 million five-year first lien term loan

facility (the "2029 Term Loan Facility"), which on October 15, 2024, refinanced and replaced the Company's previous five-year

senior secured term loan facility in an original aggregate principal amount of $516.0 million (the "Senior Secured Term Loan").

The decrease in interest expense for the year ended December 31, 2024 compared to 2023, was primarily due to a lower

debt balance driven by quarterly amortization payments and required prepayments on our previous Senior Secured Term Loan,

and the repurchase of our $400 million aggregate principal amount of 6.00% first lien notes due November 1, 2026 (the "2026

Senior Notes"). The decrease in interest expense was partially offset by payments made on our 2029 Term Loan Facility and an

increase in interest rates on the Senior Secured Term Loan.

Loss (gain) on early extinguishment of debt

For the year ended December 31, 2025, we recognized a net loss on the early extinguishment of debt of $1.5 million, and

for the years ended December 31, 2024 and 2023, we recognized net gains of $55.6 million and $4.5 million, respectively,

mainly due to our debt refinancing transactions. Refer to Note 9 — Debt for additional discussion regarding our debt.

Other (income) expense, net

A summary of Other (income) expense, net is presented below:

*** Indicates an absolute value percentage change greater than 100.

(a)Primarily includes consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.

(b) Primarily includes the components of net periodic pension and postretirement benefits other than service cost. In addition, for the year ended December 31,

2025, included a pension settlement gain of $11.8 million related to the purchase of an annuity by the Gannett Retirement Plan.

(Benefit) provision for income taxes

The following table summarizes our pre-tax net loss before income taxes and income tax accounts:

NM indicates not meaningful.

Our effective tax rate for the year ended December 31, 2025 was 237.6%. The tax benefit for 2025 was primarily impacted

by the generation of research and development tax credits, the release of valuation allowances on capital loss carryforwards,

and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense

carryforwards and the global intangible low-taxed income inclusion.

Our effective tax rate for the year ended December 31, 2024 was 66.0%. The tax benefit for 2024 was primarily impacted

by the release of uncertain tax position reserves related to an Internal Revenue Service audit, the release of foreign valuation

allowances, debt refinancing transactions and the pre-tax book loss, partially offset by the increase in valuation allowances on

non-deductible U.S. interest expense carryforwards and global intangible low-taxed income inclusion.

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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

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EBITDA to Net income (loss) attributable to USA TODAY Co. along with our consolidated financial statements included

elsewhere in this Annual Report on Form 10-K. We also strongly urge you not to rely on any single financial performance

measure to evaluate our business. In addition, because Total Adjusted EBITDA is not a measure of financial performance under

U.S. GAAP and is susceptible to varying calculations, the Total Adjusted EBITDA measure as presented in this report may

differ from and may not be comparable to similarly titled measures used by other companies.

Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA

(a)Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the

Company's employee base, consolidate facilities and improve operations.

(b)Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees

associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes,

(gains) losses from the sale of investments and third-party debt costs.

USA TODAY Media segment 2025 compared to 2024

A summary of our USA TODAY Media segment results for the years ended December 31, 2025 and 2024 is presented

below:

*** Indicates an absolute value percentage change greater than 100.

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Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:

(a) Included Commercial printing and delivery revenues of $111.2 million and $141.8 million for the years ended December 31, 2025 and 2024, respectively.

For the year ended December 31, 2025, Digital advertising revenues increased compared to 2024, primarily due to an

increase in national revenues, including programmatic revenues, partially offset by lower classified advertising spend and the

absence of revenues in 2025 associated with businesses divested of $3.7 million.

For the year ended December 31, 2025, Digital marketing services revenues decreased compared to 2024, primarily due to

a decrease in client count as well as the absence of revenues in 2025 associated with a business divested of $6.5 million.

For the year ended December 31, 2025, Digital-only subscription revenues decreased compared to 2024, primarily due to a

decrease in in digital-only paid subscriptions, partially offset by an increase in rates. In addition, the decrease in Digital-only

subscription revenues for the year ended December 31, 2025 also reflected the absence of revenues in 2025 associated with

businesses divested of $4.1 million. Refer to "Key Performance Indicators" below for further discussion of digital-only paid

subscriptions.

For the year ended December 31, 2025, Digital other revenues decreased compared to 2024, primarily due to the absence of

revenues in 2025 associated with businesses divested of $14.3 million, as well as a decrease in affiliate and partnership

revenues, mainly due to the termination and amendment of various affiliate agreements.

For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease

in local print display advertisements and advertiser inserts, as well as lower spend on classified advertisements. In addition, the

decrease in Print advertising revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025

associated with businesses divested of $11.7 million.

For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline

in home delivery, and to a lesser extent single copy revenues, as a result of a reduction in the volume of subscribers, partially

offset by an increase in rates. In addition, the decrease in Print circulation revenues for the year ended December 31, 2025

reflected the absence of revenues in 2025 associated with businesses divested of $8.5 million.

For the year ended December 31, 2025, Commercial and other revenues decreased compared to 2024, primarily due to a

decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the

decrease in Commercial and other revenues for the year ended December 31, 2025 reflected the absence of revenues in 2025

associated with businesses divested of $21.3 million, of which $14.6 million related to commercial print and delivery revenues.

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Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,

primarily due to lower volume driven by the decline in revenues, as well as lower costs related to the absence of revenues in

2025 associated with businesses divested of $2.5 million.

For the year ended December 31, 2025, Distribution costs decreased compared to 2024, primarily due to a decrease of

$25.7 million associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in

multiple markets, including the impact of businesses divested of $6.1 million, as well as a decrease in postage costs of

$3.6 million, mainly driven by the volume declines, including the impact of businesses divested of $2.7 million.

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense of $32.3 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives, the

impact of businesses divested of $10.6 million, downsizing our facilities footprint and the conversion to mail delivery in

multiple markets.

For the year ended December 31, 2025, Outside services costs, which includes professional services fulfilled by third

parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2024, primarily due

to a decrease in news and editorial expenses of $8.7 million, mainly due to the cease-use of certain licensed content and the

impact of businesses divested, a decrease in third-party media fees of $3.7 million, a decrease in outside printing costs of

$2.0 million, and a decrease in event related expenses of $1.7 million, mainly due to the impact of businesses divested.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to lower facility related

expenses of $17.6 million, mainly associated with facility closures and lower promotion costs of $5.5 million, mainly due to the

impact of businesses divested.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense of $22.6 million, mainly due to a decrease in headcount tied to ongoing cost control initiatives and lower

commissions as well as the impact of businesses divested of $3.9 million.

For the year ended December 31, 2025, Outside services and other costs, which include services fulfilled by third parties,

decreased compared to 2024, mainly due to a decrease of $13.0 million in promotion costs and a decrease of $13.3 million in

other miscellaneous expenses, including technology costs, partially offset by higher bad debt expense of approximately

$1.8 million.

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USA TODAY Media segment 2024 compared to 2023

A summary of our USA TODAY Media segment results for the years ended December 31, 2024 and 2023 is presented

below:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:

(a) Included Commercial printing and delivery revenues of $141.8 million and $178.1 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an

increase in national revenues, including sponsored link and programmatic revenue, as well as higher spend on automotive

advertisements, partially offset by a decrease in local revenues and lower spend on employment and obituary notifications.

For the year ended December 31, 2024, Digital marketing services revenues increased compared to 2023, primarily due to

an increase in client spend.

For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily due to

an increase in Digital-only ARPU of 21.2%, mainly due to higher rates. Refer to "Key Performance Indicators" below for

further discussion of Digital-only ARPU.

For the year ended December 31, 2024, Digital other revenues increased compared to 2023, primarily due to an increase in

affiliate and syndication revenues, partially offset by the absences of revenues associated with non-core products which were

sunset.

For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to a decrease

in local and national print advertisements and lower advertiser inserts, mainly due to a reduction in spend from customers

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driven by macroeconomic factors, and lower spend on classified advertisements, mainly associated with obituary notifications

and real estate advertisements.

For the year ended December 31, 2024, Print circulation revenues decreased compared to 2023, primarily due to a decline

in home delivery and single copy as a result of a reduction in the volume of subscribers, partially offset by higher rates on home

delivery and single copy.

For the year ended December 31, 2024, Commercial and other revenues decreased compared to 2023, primarily due to a

decrease in commercial print and delivery revenues, driven by the decline in production volume, including the impact of a

business divested in 2024 and facility closures as well as a decrease in the price of newsprint.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,

primarily due to lower volume due to the decline in revenues, as well as a decrease in the cost of newsprint of approximately

$12.8 million.

For the year ended December 31, 2024, Distribution costs decreased compared to 2023, primarily due to a decrease of

$55.6 million associated with lower home delivery and single copy revenues, and the conversion to mail and route optimization,

partially offset by an increase in postage costs of $7.9 million, mainly due to conversion to mail delivery in multiple markets, as

well as higher postage costs associated with increased revenue for direct mail.

For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to

lower payroll expense of $10.5 million, mainly driven by a decrease in headcount tied to ongoing cost control initiatives,

including facility closures and conversion to mail delivery in multiple markets, partially offset by higher wages, and to a lesser

extent, lower employee benefit costs of $1.8 million.

For the year ended December 31, 2024, Outside services costs, which includes professional services fulfilled by third

parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2023, primarily due

to a decrease in news and editorial expenses of $12.9 million, mainly due to the cease-use of certain licensed content, a decrease

in event related expenses of approximately $5.2 million, mainly due to the decline in revenues, and a decrease in third-party

media fees of approximately $3.7 million, partially offset by an increase in outside printing costs of $3.9 million.

For the year ended December 31, 2024, Other costs decreased compared to 2023, primarily due to lower miscellaneous

expenses of $23.3 million, mainly related to lower technology costs, as well as lower facility related expenses of $15.0 million,

mainly associated with real estate sales and facility consolidations, partially offset by higher promotion costs of approximately

$0.9 million.

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Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2024 and 2023:

For the year ended December 31, 2024, Compensation and benefits costs decreased compared to 2023, primarily due to

lower payroll expense of $2.2 million, driven by lower commissions related to revenue performance as well as a decrease in

headcount tied to ongoing cost control initiatives, and to a lesser extent, lower employee benefit costs of $1.2 million.

For the year ended December 31, 2024, Outside services and other costs, which include services fulfilled by third parties,

decreased compared to 2023, primarily due to lower bad debt expense of approximately $6.3 million, and lower miscellaneous

expenses of approximately $5.8 million, including lower product and finance costs, partially offset by higher promotion and

technology costs.

Newsquest segment 2025 compared to 2024

A summary of our Newsquest segment results for the years ended December 31, 2025 and 2024 is presented below:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2025 and 2024:

(a) Included Commercial printing revenues of $10.2 million for each of the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, Digital advertising revenues decreased compared to 2024, primarily due to a

decrease in classified advertisement and digital display revenues.

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For the year ended December 31, 2025, Digital marketing services revenues increased compared to 2024, driven by an

increase in client spend.

For the year ended December 31, 2025, Digital-only subscription revenues increased compared to 2024, primarily driven

by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-

only paid subscriptions.

For the year ended December 31, 2025, Digital other revenues increased compared to 2024, primarily due to an increase in

syndication revenues.

For the year ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease

in print display advertisements, partially offset by higher spend on classified advertisements.

For the year ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline

in single copy volume, partially offset by an increase in rates.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, the cost of Newsprint and other production materials decreased compared to 2024,

primarily due to volume declines.

For the year ended December 31, 2025, Compensation and benefits costs increased compared to 2024, primarily due to an

increase in payroll expenses due to higher employer taxes and higher wages, including minimum wage.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily associated with the decrease in

both digital advertising and print advertising revenues.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, mainly due to

various lower miscellaneous expenses, including a decrease of $2.0 million related to professional fees.

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Newsquest segment 2024 compared to 2023

A summary of our Newsquest segment results for the years ended December 31, 2024 and 2023 is presented below:

Revenues

The following table provides the breakout of Revenues by category for the years ended December 31, 2024 and 2023:

(a) Included Commercial printing revenues of $10.2 million and $8.0 million for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an

increase in national and local display revenues, partially offset by lower spend on employment notifications.

For the year ended December 31, 2024, Digital marketing services revenues decreased compared to 2023, driven by a

decrease in client counts.

For the year ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily driven

by the increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-

only paid subscriptions.

For the year ended December 31, 2024, Print advertising revenues decreased compared to 2023, primarily due to lower

spend on classified advertisements.

For the year ended December 31, 2024, Commercial and other revenues increased compared to 2023, primarily due to an

increase in customer spend.

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Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, the cost of Newsprint and other production materials decreased compared to 2023,

primarily due to a decrease in the cost of newsprint of approximately of $1.8 million, as well as volume declines.

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher headcount for production facilities.

For the year ended December 31, 2024, Other costs increased compared to 2023, primarily associated with the increase in

digital advertising revenues.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2024 and 2023:

For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, primarily due to

lower technology related expenses of $0.7 million and lower bad debt expense of $0.2 million.

LocaliQ segment 2025 compared to 2024

A summary of our LocaliQ segment results for the years ended December 31, 2025 and 2024 is presented below:

(a)Digital revenues are solely generated by digital marketing services revenues.

Revenues

For the year ended December 31, 2025, Digital revenues decreased compared to 2024, primarily due to a decline in the

core direct business, mainly driven by a decline in customer count. Core platform average monthly revenues divided by average

monthly customer count within the period ("Core platform ARPU") increased 1.2% for the year ended December 31, 2025.

Refer to "Key Performance Indicators" below for further discussion of Core platform ARPU.

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Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2025 and 2024:

For the year ended December 31, 2025, Outside services costs decreased compared to 2024, due to a decrease of

$25.2 million of expenses associated with third-party media fees driven by a corresponding decrease in revenues, partially

offset by an increase of $7.9 million, mainly due to costs associated with outsourcing initiatives.

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to a

lower payroll expense driven by headcount reductions.

For the year ended December 31, 2025, Other costs decreased compared to 2024, primarily due to a reduction in lease

expense associated with downsizing our facilities footprint.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2025 and 2024:

For the year ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to

lower payroll expense driven by headcount reductions.

For the year ended December 31, 2025, Outside services and other costs decreased compared to 2024, primarily due to

lower promotion costs, partially offset by higher bad debt expense of $0.6 million.

LocaliQ segment 2024 compared to 2023

A summary of our LocaliQ segment results for the years ended December 31, 2024 and 2023 is presented below:

(a)Digital revenues are solely generated by digital marketing services revenues.

Revenues

For the year ended December 31, 2024, Digital revenues remained essentially flat compared to 2023, primarily due to a

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decline in revenues from non-core products which were sunset, offset by growth in the core direct business. Core platform

ARPU increased 5.3% for the year ended December 31, 2024, Refer to "Key Performance Indicators" below for further

discussion of Core platform ARPU.

Operating costs

The following table provides the breakout of Operating costs for the years ended December 31, 2024 and 2023:

For the year ended December 31, 2024, Outside services costs increased compared to 2023, due to an increase in expenses

associated with third-party media fees driven by higher costs of search.

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher wages.

Selling, general and administrative expenses

The following table provides the breakout of Selling, general and administrative expenses for the years ended December

31, 2024 and 2023:

For the year ended December 31, 2024, Compensation and benefits costs increased compared to 2023, primarily due to

higher payroll expense of $1.7 million, driven by higher wages and higher employee benefit costs of $0.8 million.

For the year ended December 31, 2024, Outside services and other costs decreased compared to 2023, mainly due to lower

bad debt expense of $0.5 million, and a decrease in miscellaneous expenses.

Key performance indicators

A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge

performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of

similar businesses.

We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only

paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues

divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from

customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.

Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues

and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in

our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our

segments.

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The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquest and LocaliQ

segments:

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for working capital, debt obligations, and capital expenditures.

We expect to fund our operations and debt service requirements through cash provided by our operating activities. We

expect we will have adequate capital resources and liquidity to meet our ongoing working capital needs, borrowing obligations,

and all required capital expenditures for at least the next twelve months and beyond. However, a further economic downturn or

an increased rate of revenue declines would negatively impact our revenue, cash provided by operating activities and liquidity.

We continue to implement cost reduction initiatives to reduce our ongoing level of operating expense. We believe our ability to

realize benefits from our cost reduction initiatives will be necessary to offset the continued secular decline in our legacy print

business revenue streams. We believe that these measures are important in response to the overall challenging macroeconomic

environment that we are facing. Refer to "Overview - Macroeconomic Environment" above for further discussion.

Details of our cash flows are included in the table below:

Cash flows provided by operating activities: Our largest source of cash provided by operating activities is cash generated

through circulation subscribers and advertising and marketing services, primarily from local and national print advertising, as

well as retail, classified, and online revenues. Additionally, we generate cash through commercial printing and delivery services

to third parties, and events. Our primary uses of cash from our operating activities include compensation, newsprint, delivery,

and outside services.

For the year ended December 31, 2025, cash flows provided by operating activities were $114.4 million compared to

$100.3 million for the year ended December 31, 2024. The increase in cash flows provided by operating activities was primarily

due to a decrease in contributions to our pension and other postretirement benefit plans and a decrease in cash paid for interest,

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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.

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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.

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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

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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.

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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.