USA TODAY Co., Inc 10-Q for FY2026 Q3
USA TODAY Co., Inc. (TDAY)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
USA TODAY Co., Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
USA TODAY Co. reported a (7)% revenue decline and a $4.6 million net loss for the three months ended September 30, 2026, versus $39.2 million, after completing Lee Enterprises transactions. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $519.24M
- down 7.4% from $560.8M a year earlier
- Net loss
- $4.61M
- compared with a net loss of $39.25M a year earlier
- Diluted EPS
- -$0.03
- compared with -$0.27 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________________
For the quarterly period ended September 30, 2026
OR
For the transition period from ___ to ___
Commission file number 001-36097
___________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: (585 ) 598-0050
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | ☒ | |||||||||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of November 2, 2026, 147,837,915 shares of the registrant's Common Stock were outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including "Part I, Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views regarding, among other things, our future or ongoing growth, results of operations, performance, business prospects and opportunities, stock repurchases, our expectations, in terms of both amount and timing, with respect to debt repayment and our capital structure, our foundation, and our environmental, social and governance goals, and are not statements of historical fact. Words such as "anticipate," "expect," "intend," "plan," "focus," "goal," "project," "opportunity," "believe," "will," "would," "could," "can," "may," "seek," "continue," "potential," "estimate" and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are based on management's current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results, liquidity, and financial condition may differ materially from the anticipated results, liquidity, and financial condition indicated in the forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others, the risks identified by us under the heading "Risk Factors" in this Quarterly Report on Form 10-Q, and under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026, as well as other risks and factors identified from time to time in our subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. New risk factors emerge from time to time, and it is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
INDEX TO USA TODAY CO., INC.
Q3 2026 FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
USA TODAY CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| In thousands, except number of shares and par value | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | (Unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Pension and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Current portion of long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Convertible debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension and other postretirement benefit obligations | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingent liabilities (See Note 11) | |||||||||||
| Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Total USA TODAY Co. stockholders' equity | |||||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
USA TODAY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands, except per share amounts | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Digital | $ | $ | $ | $ | |||||||||||||||||||
| Print and commercial | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating costs | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Integration and reorganization costs | |||||||||||||||||||||||
| Asset impairments | |||||||||||||||||||||||
| Gain on sale or disposal of assets, net | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on early extinguishment of debt | |||||||||||||||||||||||
| Equity income in unconsolidated investees, net | ( | ( | ( | ( | |||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ( | |||||||||||||||||||
| (Loss) income before income taxes | ( | ( | ( | ||||||||||||||||||||
| (Benefit) provision for income taxes | ( | ( | |||||||||||||||||||||
| Net (loss) income | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - basic | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - diluted | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Pension and other postretirement benefit items: | |||||||||||||||||||||||
| Amortization of net actuarial gain (loss) | |||||||||||||||||||||||
| Amortization of prior service cost | ( | ( | ( | ( | |||||||||||||||||||
| Equity method investments | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Total pension and other postretirement benefit items | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income before tax | ( | ( | ( | ||||||||||||||||||||
| Income tax provision (benefit) related to components of other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Comprehensive (loss) income attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Comprehensive (loss) income attributable to USA TODAY Co. | $ | ( | $ | ( | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
USA TODAY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended September 30, | |||||||||||
| In thousands | 2026 | 2025 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to operating cash flows: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Non-cash interest expense | |||||||||||
| Gain on sale or disposal of assets, net | ( | ( | |||||||||
| Loss on early extinguishment of debt | |||||||||||
| Asset impairments | |||||||||||
| Pension and other postretirement benefit obligations | ( | ( | |||||||||
| Equity income in unconsolidated investees, net | ( | ( | |||||||||
| Gain on remeasurement of previously held equity interest | ( | ||||||||||
| Change in other assets and liabilities, net | ( | ( | |||||||||
| Cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of real estate and other assets | |||||||||||
| Proceeds from the sale of investments | |||||||||||
| Change in other investing activities | ( | ||||||||||
| Cash (used for) provided by investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Payments of deferred financing costs | ( | ||||||||||
| Borrowings of long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Repurchase of convertible debt | ( | ||||||||||
| Payment to former partner | ( | ||||||||||
| Payments of taxes withheld on share-based awards | ( | ( | |||||||||
| Changes in other financing activities | ( | ( | |||||||||
| Cash used for financing activities | ( | ( | |||||||||
| Effect of currency exchange rate change on cash | ( | ( | |||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
USA TODAY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Treasury stock | Non-controlling interest | ||||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to USA TODAY Co. | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net(a) | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to settle share-based awards | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vested share-based awards | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to non-employee directors | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other activity | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Treasury stock | Non-controlling interest | ||||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to USA TODAY Co. | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net(a) | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards settled, net of withholdings | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other activity | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
(a) For the three months ended September 30, 2026 and 2025, net of an income tax provision of $45 thousand and $0.6 million, respectively.
5
USA TODAY CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Treasury stock | Non-controlling interest | ||||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to USA TODAY Co. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net(a) | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Equity transaction with former partner(b) | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to settle share-based awards | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vested share-based awards | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to non-employee directors | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other activity | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Treasury stock | Non-controlling interest | ||||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to USA TODAY Co. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net(a) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity component - 2027 Notes | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards settled, net of withholdings | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Performance stock units settled, net of withholdings | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding on vested share-based awards | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted shares | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other activity | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
(a) For the nine months ended September 30, 2026 and 2025, net of an income tax provision of $0.7 million and an income tax benefit of $1.6 million, respectively.
(b) During the nine months ended September 30, 2026, the Company completed a transaction with a former partner which 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).
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — Description of business and basis of presentation
Description of business
USA TODAY Co., Inc. ("USA TODAY Co.," "we," "us," "our," or the "Company") is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. 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.
The Company reports in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad corporate functions. A full description of our reportable segments is included in Note 12 — Segment reporting.
Basis of presentation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Use of estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and footnotes thereto. Actual results could differ materially from those estimates.
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.
Recent accounting pronouncements adopted
Measurement of credit losses for accounts receivable and contract assets
In July 2025, the Financial Accounting Standards Board (the "FASB") issued guidance, Accounting Standards Update
7
("ASU") 2025-05, which provides a practical expedient for estimating expected credit losses on current account receivables and current contract assets arising from transactions accounted for under Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" ("ASC 606"). ASU 2025-05 allows entities to assume that current conditions existing at the balance sheet date will remain constant over the life of the receivable or contract asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods, with early adoption permitted. The adoption of the provisions of ASU 2025-05 did not have a material impact on the condensed consolidated financial statements.
Induced conversions of convertible debt instruments
In November 2024, the FASB issued guidance, ASU 2024-04, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an inducement conversion. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The adoption of the provisions of ASU 2024-04 did not have a material impact on the condensed consolidated financial statements.
Recent accounting pronouncements not yet adopted
Interim reporting (Topic 270): Narrow-scope improvements
In December 2025, the FASB issued guidance, ASU 2025-11, which clarifies interim reporting disclosure requirements by introducing a disclosure principle for material changes since the most recent annual reporting period and consolidating existing interim disclosure requirements. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-11 and assessing the impact on the condensed consolidated financial statements.
Codification improvements
In December 2025, the FASB issued guidance, ASU 2025-12, which is intended to clarify, correct, or improve the ASC by addressing technical and interpretive matters, improving cross-references, and removing redundant, unnecessary, or superseded guidance within U.S. GAAP. ASU 2025-12 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-12 and assessing the impact on the condensed consolidated financial statements.
Targeted improvements to the accounting for internal-use software
In September 2025, the FASB issued guidance, ASU 2025-06, which updates the accounting for costs of internal-use software. The guidance in ASU 2025-06 replaces the prescriptive project-stage model with a principles-based framework that focuses on management's authorization and commitment to a project and the probability of completion. Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs. ASU 2025-06 also supersedes the separate website development guidance and incorporates related provisions into the internal-use software guidance. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-06 and assessing the impact on the condensed consolidated financial statements.
Derivatives and hedging (Topic 815) and revenue from contracts with customers (Topic 606): Derivatives scope refinements and scope clarification for share-based noncash consideration from a customer in a revenue contract
In September 2025, the FASB issued guidance, ASU 2025-07, which refines the scope of derivative accounting and clarifies the accounting for share-based noncash consideration received from customers. ASU 2025-07 introduces a scope exception for certain non-exchange-traded contracts whose "underlyings," as defined in the ASU, are specific to a party's own operations and clarifies that ASC 606 is applied initially to share-based noncash consideration, with other accounting guidance applied only once the right to receive or retain such consideration becomes unconditional. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2025-07 and assessing the impact on the condensed consolidated financial statements.
Disaggregation of income statement expenses
In November 2024, the FASB issued guidance, ASU 2024-03, which requires disaggregated disclosures of certain
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categories of expenses that are included in expense line items on the face of the income statement. The disclosures are required on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of ASU 2024-03 and assessing the impact on the condensed consolidated financial statements.
NOTE 2 — Revenues
Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company's condensed consolidated statements of operations and comprehensive income (loss) present revenues disaggregated by revenue type. Sales taxes and other usage-based taxes are excluded from revenues.
The following tables present our revenues disaggregated by segment and revenue type:
| Three months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Corporate | Intersegment eliminations | Consolidated | |||||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | — | $ | — | $ | — | $ | ||||||||||||||||||||||||||
| Digital marketing services | — | ( | |||||||||||||||||||||||||||||||||
| Digital-only subscription | — | — | — | ||||||||||||||||||||||||||||||||
Digital other | — | — | |||||||||||||||||||||||||||||||||
| Digital | ( | ||||||||||||||||||||||||||||||||||
| Print advertising | — | — | — | ||||||||||||||||||||||||||||||||
| Print circulation | — | — | — | ||||||||||||||||||||||||||||||||
Commercial and other(a) | — | — | — | ||||||||||||||||||||||||||||||||
| Print and commercial | — | — | — | ||||||||||||||||||||||||||||||||
Total revenues(b) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a) For the three months ended September 30, 2026, included Commercial printing and delivery revenues of $26.1 million and $2.5 million at the USA TODAY Media and Newsquest segments, respectively.
(b) Revenues generated from international operations comprised 13.6 % of total revenues for the three months ended September 30, 2026.
| Three months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Corporate | Intersegment eliminations | Consolidated | |||||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | — | $ | — | $ | — | $ | ||||||||||||||||||||||||||
| Digital marketing services | — | ( | |||||||||||||||||||||||||||||||||
| Digital-only subscription | — | — | — | ||||||||||||||||||||||||||||||||
Digital other | — | — | |||||||||||||||||||||||||||||||||
| Digital | ( | ||||||||||||||||||||||||||||||||||
| Print advertising | — | — | — | ||||||||||||||||||||||||||||||||
| Print circulation | — | — | — | ||||||||||||||||||||||||||||||||
Commercial and other(a) | — | — | — | ||||||||||||||||||||||||||||||||
| Print and commercial | — | — | — | ||||||||||||||||||||||||||||||||
Total revenues(b) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a) For the three months ended September 30, 2025, included Commercial printing and delivery revenues of $26.5 million and $2.7 million at the USA TODAY Media and Newsquest segments, respectively.
(b) Revenues generated from international operations comprised 12.9 % of total revenues for the three months ended September 30, 2025.
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| Nine months ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Corporate | Intersegment eliminations | Consolidated | |||||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | — | $ | — | $ | — | $ | ||||||||||||||||||||||||||
| Digital marketing services | — | ( | |||||||||||||||||||||||||||||||||
| Digital-only subscription | — | — | — | ||||||||||||||||||||||||||||||||
Digital other | — | — | |||||||||||||||||||||||||||||||||
| Digital | ( | ||||||||||||||||||||||||||||||||||
| Print advertising | — | — | — | ||||||||||||||||||||||||||||||||
| Print circulation | — | — | — | ||||||||||||||||||||||||||||||||
Commercial and other(a) | — | — | — | ||||||||||||||||||||||||||||||||
| Print and commercial | — | — | — | ||||||||||||||||||||||||||||||||
Total revenues(b) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a) For the nine months ended September 30, 2026, included Commercial printing and delivery revenues of $79.3 million and $7.4 million at the USA TODAY Media and Newsquest segments, respectively.
(b) Revenues generated from international operations comprised 13.1 % of total revenues for the nine months ended September 30, 2026.
| Nine months ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Corporate | Intersegment eliminations | Consolidated | |||||||||||||||||||||||||||||
| Digital advertising | $ | $ | $ | — | $ | — | $ | — | $ | ||||||||||||||||||||||||||
| Digital marketing services | — | ( | |||||||||||||||||||||||||||||||||
| Digital-only subscription | — | — | — | ||||||||||||||||||||||||||||||||
Digital other | — | — | |||||||||||||||||||||||||||||||||
| Digital | ( | ||||||||||||||||||||||||||||||||||
| Print advertising | — | — | — | ||||||||||||||||||||||||||||||||
| Print circulation | — | — | — | ||||||||||||||||||||||||||||||||
Commercial and other(a) | — | — | — | ||||||||||||||||||||||||||||||||
| Print and commercial | — | — | — | ||||||||||||||||||||||||||||||||
Total revenues(b) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a) For the nine months ended September 30, 2025, included Commercial printing and delivery revenues of $85.1 million and $7.7 million at the USA TODAY Media and Newsquest segments, respectively.
(b) Revenues generated from international operations comprised 12.2 % of total revenues for the nine months ended September 30, 2025.
Deferred revenues
The Company records deferred revenues when cash payments are received in advance of the Company's performance obligation. The Company's primary source of deferred revenues is from circulation subscriptions paid in advance of the service provided, which represents future delivery of publications (the performance obligation) to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next to twelve months in accordance with the terms of the subscriptions.
The Company's payment terms vary by the type and location of the customer and the products or services offered. The period between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. The majority of our subscription customers are billed and pay on monthly terms.
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The following table presents the change in the deferred revenues balance:
| Nine months ended September 30, | |||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | |||||||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||||||||
| Acquisition | |||||||||||||||||||||||||||||
| Disposition | ( | ||||||||||||||||||||||||||||
| Receipts, net of refunds | |||||||||||||||||||||||||||||
| Revenue recognized | ( | ( | |||||||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||||||||
NOTE 3 — Accounts receivable, net
Receivables are presented net of allowances, which reflect the Company's expected credit losses based on historical experience as well as current and expected economic conditions. The following table presents changes in the allowance for credit losses:
| Nine months ended September 30, | |||||||||||
| In thousands | 2026 | 2025 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Current period provision | |||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries of amounts previously written-off | |||||||||||
| Other | |||||||||||
| Ending balance | $ | $ | |||||||||
For the three and nine months ended September 30, 2026, the Company recorded $2.2 million and $4.5 million in bad debt expense, respectively. For the three and nine months ended September 30, 2025, the Company recorded $2.4 million and $5.3 million in bad debt expense, respectively. Bad debt expense is included in Selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).
NOTE 4 — Goodwill and intangible assets
Goodwill and intangible assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| In thousands | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
| Advertiser relationships | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Other customer relationships | |||||||||||||||||||||||||||||||||||
| Subscriber relationships | |||||||||||||||||||||||||||||||||||
| Other intangible assets | |||||||||||||||||||||||||||||||||||
| Sub-total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
| Mastheads | |||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | |||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | |||||||||||||||||||||||||||||||||
The Company performs its annual goodwill and indefinite-lived intangible impairment assessments as of November 30 each year. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred under both ASC 350 "Intangibles - Goodwill and Other" ("ASC 350"), and ASC 360 "Property, Plant and Equipment" ("ASC 360"), which would require interim impairment testing.
As of September 30, 2026, the Company performed a review of potential impairment indicators under both ASC 350 and ASC 360, and it was determined that no indicators of impairment were present.
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NOTE 5 — Integration and reorganization costs
Integration and reorganization costs
Integration and reorganization costs include severance costs as well as other reorganization-related costs associated with individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. These initiatives impact all the Company's operations and can be influenced by the terms of union contracts. Costs related to these programs, which primarily include severance and other reorganization-related costs, are accrued when probable and reasonably estimable or at the time of program announcement.
Severance-related expenses
The Company recorded severance-related expenses by segment as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| USA TODAY Media | $ | $ | $ | $ | |||||||||||||||||||
| Newsquest | |||||||||||||||||||||||
| LocaliQ | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
A roll-forward of the accrued severance and related expenses included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets for the nine months ended September 30, 2026 is as follows:
| In thousands | Severance and related expenses | ||||
| Beginning balance | $ | ||||
| Restructuring provision included in integration and reorganization costs | |||||
| Cash payments | ( | ||||
| Ending balance | $ | ||||
Other reorganization-related costs
Other reorganization-related costs represent individual restructuring programs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. The Company recorded Other reorganization-related costs by segment as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
USA TODAY Media(a) | $ | $ | $ | $ | |||||||||||||||||||
| Newsquest | ( | ( | ( | ||||||||||||||||||||
Corporate(b) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(a) For the nine months ended September 30, 2025, included the reversal of a withdrawal liability related to a multiemployer pension plan of $1.8 million based on the settlement of the withdrawal liability.
(b) For the nine months ended September 30, 2025, included $2.1 million expensed related to the departure of the Company's former Chief Financial Officer.
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NOTE 6 — Debt
The Company's debt as of September 30, 2026 and December 31, 2025 consisted of the financing arrangements described below.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| In millions | Principal balance | Unamortized original issue discount | Unamortized deferred financing costs | Carrying value | Principal balance | Unamortized original issue discount | Unamortized deferred financing costs | Carrying value | ||||||||||||||||||
| 2029 Term Loan Facility | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| 2031 Notes | ( | ( | ( | ( | ||||||||||||||||||||||
| 2027 Notes | ( | ( | ||||||||||||||||||||||||
| Total debt | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Less: Current portion of long-term debt | ( | ( | ( | ( | ||||||||||||||||||||||
| Non-current portion of long-term debt | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
2029 Term Loan Facility
On October 15, 2024 (the "Closing Date"), the Company entered into an Amendment and Restatement Agreement (the "Amendment and Restatement Agreement") among the Company, as a guarantor, Gannett Holdings, LLC ("Gannett Holdings"), a wholly owned subsidiary of the Company, as the borrower (in such capacity, the "Borrower"), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency LLC, as the successor collateral agent and administrative agent for the lenders, which amended and restated the Company's existing First Lien Credit Agreement dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended Credit Agreement") by and among the Company, as guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors and Citibank, N.A., as administrative agent and collateral agent. The Amended Credit Agreement provides for a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), which refinanced and replaced the Company's previous five-year senior secured term loan facility in an original aggregate principal amount of $516.0 million. The 2029 Term Loan Facility is comprised of an initial term loan facility of $850.4 million, funded on the Closing Date (the "2029 Initial Draw Facility"), and a delayed draw term loan facility of $49.6 million (the "2029 Delayed Draw Facility"), which was made available to the Borrower at its discretion from the Closing Date and for a period of six months thereafter, subject to certain terms and conditions.
In April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of its 2031 Notes (as defined below) and entered into a privately negotiated agreement with a holder of its 2027 Notes (as defined below) to repurchase $14.0 million principal amount of its outstanding 2027 Notes at 105 % of par value, plus accrued and unpaid interest, for $15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed Draw Facility.
On January 23, 2026, the 2029 Term Loan Facility was amended (the "2029 Term Loan Amendment") in connection with the Company's transfer of The Detroit News from MediaNews Group (the "Detroit News Transaction"), completed on January 31, 2026. Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under the 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 the 2029 Term Loan Facility were amended, as described below.
On September 28, 2026, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of its 2031 Notes to permit the Company to enter into strategic agreements with Lee Enterprises, Incorporated ("Lee Enterprises"). On September 28, 2026, the Company acquired the remaining 50 % interest in TNI Partners and assumed full ownership and operations of the Arizona Daily Star (the "TNI Acquisition"). At the same time, the Company transferred its Montana and South Dakota publications to Lee Enterprises (collectively with the TNI Acquisition, the "Lee Transactions"). The Lee Transactions did not result in the incurrence or assumption of any additional indebtedness.
As a result of the 2029 Term Loan Amendment, the 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base rate (which shall not be less than 2.50 % per annum) plus a margin equal to
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The Company is required to repay the 2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024). The 2029 Term Loan Facility will mature on October 15, 2029 and is freely prepayable without penalty, except as amended in the 2029 Term Loan Amendment to include a 1.00 % prepayment premium payable in connection with any prepayment of the 2029 Term Loan Facility using either (i) the proceeds received by the Company or any of its subsidiaries from the civil action filed by the Company on June 20, 2023 against Google LLC and Alphabet Inc. or any other judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action with an aggregate amount of proceeds received in excess of $50.0 million or (ii) the proceeds of indebtedness incurred by the Company or any of its subsidiaries for the purposes of refinancing all or substantially all the 2029 Term Loan Facility.
The 2029 Term Loan Facility contains usual and customary covenants for credit facilities of this type, including a requirement to have minimum unrestricted cash of $30 million as of the last day of each fiscal quarter, and restricts, among other things, our ability to incur debt, grant liens, sell assets, make investments and pay dividends, in each case with customary exceptions, including an exception that permits dividends and repurchases of outstanding junior debt or equity in (i) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 2.00 to 1.00 but greater than 1.50 to 1.00, (ii) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00 but greater than 1.00 to 1.00, and (iii) an unlimited amount if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. As of September 30, 2026, the Company was in compliance with all of the covenants and obligations under the 2029 Term Loan Facility.
As of September 30, 2026 and December 31, 2025, the 2029 Term Loan Facility was recorded at carrying value, which approximated fair value, in the Consolidated balance sheets and was classified as Level 2.
In connection with the 2029 Term Loan Facility, for the three and nine months ended September 30, 2026, the Company recognized interest expense of $15.1 million and $45.9 million, respectively, and paid cash interest of $15.2 million and $46.7 million, respectively. For the three and nine months ended September 30, 2025, the Company recognized interest expense of $18.1 million and $56.8 million, respectively, and paid cash interest of $18.9 million and $51.3 million, respectively.
The 2029 Term Loan Amendment was accounted for as a modification. As a result, the Company capitalized original issue discount of $0.3 million, which is being amortized over the remaining term of the 2029 Term Loan Facility using the effective interest method. Additionally, deferred financing costs of $0.2 million were expensed and recorded in Other (income) expense, net in the condensed consolidated statements of operations and comprehensive income (loss).
For the three and nine months ended September 30, 2026, the Company recognized amortization of original issue discount of $0.7 million and $1.9 million, respectively, and amortization of deferred financing costs of $0.3 million and $1.1 million, respectively. For the three and nine months ended September 30, 2025, the Company recognized amortization of original issue discount of $0.6 million and $1.9 million, respectively, and amortization of deferred financing costs of $0.4 million and $1.2 million, respectively. Additionally, for the nine months ended September 30, 2026 and 2025, the Company recognized losses on early extinguishment of debt of $0.1 million and $1.4 million, respectively, related to the write-off of original issue discount and deferred financing costs as a result of early prepayments on the 2029 Term Loan Facility.
For the three and nine months ended September 30, 2026, the Company made payments of $17.7 million and $39.4 million, respectively, including quarterly amortization payments, under the 2029 Term Loan Facility, which was classified as financing activities in the Consolidated statements of cash flows. As of September 30, 2026, the effective interest rate for the 2029 Term Loan Facility was 8.9 %.
Senior Secured Convertible Notes due 2027, Senior Secured Convertible Notes due 2031, and the Convertible Notes Exchange
The 6.000 % Senior Secured Convertible Notes due 2027 (the "2027 Notes") were issued pursuant to an Indenture dated as of November 17, 2020 (as amended, supplemented or otherwise modified from time to time, the "2027 Notes Indenture"), between the Company and U.S. Bank National Association, as trustee.
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In connection with the issuance of the 2027 Notes, the Company entered into an Investor Agreement (the "Investor Agreement") with the holders of the 2027 Notes (the "Holders") establishing certain terms and conditions concerning the rights and restrictions on the Holders with respect to the Holders' ownership of the 2027 Notes. The Company also entered into an amendment to the Registration Rights Agreement dated November 19, 2019, between the Company and FIG LLC.
On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which it (i) repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million and (ii) exchanged a total of $223.6 million in aggregate principal amount of 2027 Notes for new 6.000 % Senior Secured Convertible Notes due 2031 (the "2031 Notes" and such repurchase and exchange, collectively, the "Convertible Notes Exchange"). The Company also paid accrued and unpaid interest of approximately $10.0 million to the holders of 2027 Notes who participated in the Convertible Notes Exchange.
Additionally, on October 15, 2024, the Company issued and sold $110,000 in aggregate principal amount of 2031 Notes in a privately negotiated transaction (the "2031 Notes Sale").
The 2031 Notes were issued pursuant to an indenture, dated as of October 15, 2024 (the "2031 Notes Indenture"), among the Company, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Alter Domus Products Corp, as collateral agent.
Concurrently with the Convertible Notes Exchange, the Company and the guarantors party thereto entered into a supplemental indenture to the 2027 Notes Indenture pursuant to which (i) substantially all of the restrictive covenants contained in the 2027 Notes Indenture were eliminated, (ii) certain of the default provisions contained in the 2027 Notes Indenture were eliminated and (iii) certain related provisions were amended to conform with such eliminations.
Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031 Notes may be converted at any time by the holders thereof into cash, shares of the Company's common stock, par value $0.01 5.00 6.2 million and $57.7 million, respectively.
Upon the occurrence of a "Make-Whole Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes Indenture), the Company will in certain circumstances increase the conversion rate for the 2027 Notes and the 2031 Notes for a specified period of time. If a "Fundamental Change" (as defined in the 2027 Notes Indenture and the 2031 Notes Indenture) occurs, the Company will be required to offer to repurchase the 2027 Notes and the 2031 Notes at a repurchase price of 110
Under the 2031 Notes Indenture, the Company can only pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such term is defined in the 2031 Notes Indenture) does not exceed a specified ratio. In addition, the 2031 Notes Indenture provides that, at any time that the Company's Total Gross Leverage Ratio (as defined in the 2031 Notes Indenture) exceeds 1.5 and the Company approves the declaration of a dividend, the Company must offer to purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend.
The Company will have the right to redeem for cash up to the lesser of (i) approximately $72.8 million and (ii) 30 % of the aggregate principal amount of 2031 Notes issued pursuant to the 2031 Notes Indenture, in either case, with such amount reduced by 30 % of the principal amount of 2031 Notes that has been converted by the holders of the 2031 Notes or redeemed or repurchased by the Company, at a redemption price of 140 % of the principal amount thereof, on or prior to December 1, 2030 (or December 1, 2028 if the 2029 Term Loan Facility is refinanced or amended to permit the redemption of the 2031 Notes in an amount equal to or greater than such principal amount of 2031 Notes).
The 2027 Notes and 2031 Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that guarantee the 2029 Term Loan Facility. The 2027 Notes and 2031 Notes rank as senior secured debt of the Company and are secured by liens on the same collateral package that secures the indebtedness incurred in connection with the 2029 Term Loan Facility. The 2027 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the 2029 Term Loan Facility
15
and the 2031 Notes. The 2031 Notes are secured by liens that are junior to the liens securing indebtedness incurred under the 2029 Term Loan Facility but senior to the liens securing the 2027 Notes.
The 2031 Notes Indenture includes affirmative and negative covenants, including limitations on liens, indebtedness, dispositions, loans, advances and investments, sale and leaseback transactions, restricted payments, transactions with affiliates, restrictions on dividends and other payment restrictions affecting restricted subsidiaries, negative pledges, and modifications to certain agreements. The 2031 Notes Indenture also requires the Company to maintain, as of the last day of each fiscal quarter, at least $30.0 million of Qualified Cash (as defined in the 2031 Notes Indenture). The 2027 Notes Indenture and the 2031 Notes Indenture include customary events of default.
The 2027 Notes have two components: (i) a debt component, and (ii) an equity component. As of September 30, 2026 and December 31, 2025, the debt component of the 2027 Notes was recorded at carrying value in the Consolidated balance sheets. The carrying value of the 2027 Notes reflected the balance of the unamortized discount related to the value of the conversion feature assessed at inception and did not approximate fair value as of September 30, 2026. The 2027 Notes were classified as Level 2, and based on unadjusted quoted prices in the active market obtained from third-party pricing services, the Company determined that the estimated fair value of the 2027 Notes was $28.9
As of December 31, 2025, the Company recorded a reduction in Additional paid-in capital in the Consolidated balance sheet of $2.0 million related to the repurchase of 2027 Notes in April 2025. The equity component of the 2027 Notes was classified as Level 3 as it was calculated based on the aggregate fair value of the 2027 Notes which used a binomial lattice model and assumptions based on market information and historical data, and significant unobservable inputs. As of September 30, 2026 and December 31, 2025, the equity component of the 2027 Notes remaining in Additional paid-in capital was $40.0 4.8 million shares of Common Stock, based on the initial conversion price of $5.00 per share.
The 2031 Notes have two components: (i) a debt component, and (ii) an equity component. As of September 30, 2026 and December 31, 2025, the debt component of the 2031 Notes was recorded at carrying value in the Consolidated balance sheets. The 2031 Notes were classified as Level 2 because they were measured at fair value using commonly accepted valuation methodologies and indirectly observable, market-based risk measurements and historical data, and a review of prices and terms available for similar debt instruments that do not contain a conversion feature. As of September 30, 2026, the Company determined that the carrying value of the 2031 Notes did not approximate fair value.
The excess of the fair value over the principal value of the 2031 Notes was recorded in Additional Paid-in capital as the 2031 Notes were issued at a 50 % premium. The equity component of the 2031 Notes was classified as Level 3, as it was calculated based on the aggregate fair value of the 2031 Notes which used a binomial lattice model and assumptions based on market information and historical data, and significant unobservable inputs. As of September 30, 2026 and December 31, 2025, the amount of the equity component recorded in Additional paid-in capital was $80.4 44.7 million shares of Common Stock, based on the initial conversion price of $5.00 per share.
In connection with the 2027 Notes and the 2031 Notes, for the three and nine months ended September 30, 2026, the Company recognized interest expense of $3.8 million and $11.2 million, respectively, and paid cash interest of $7.4 million for the nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, the Company recognized interest expense of $3.7 million and $11.4 million, respectively, and paid cash interest of $7.8 million for the nine months ended September 30, 2025. In addition, during the three and nine months ended September 30, 2026, the Company recognized amortization of original issue discount of $0.4 million and $1.1 million respectively, and amortization of deferred financing costs of $0.1 million and $0.3 million, respectively. For the three and nine months ended September 30, 2025, the Company recognized amortization of original issue discount of $0.4 million and $1.2 million, respectively, and an immaterial 10.5 % and 6.6 %, respectively, as of September 30, 2026.
For the nine months ended September 30, 2026, no
As discussed above, in April 2025, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of its 2031 Notes and entered into a privately negotiated agreement with a holder of its 2027 Notes to repurchase
16
$14.0 million principal amount of its outstanding 2027 Notes at 105 % of par value, plus accrued and unpaid interest, for $15.0 million in cash. This transaction was financed using proceeds from the Company's 2029 Delayed Draw Facility, and as a result as of September 30, 2026, $15.0 million had been drawn under the 2029 Delayed Draw Facility.
As discussed above, on September 28, 2026, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of its 2031 Notes to permit the Company to enter into strategic agreements with Lee Enterprises. On September 28, 2026, the Company completed the Lee Transactions.
NOTE 7 — Pensions and other postretirement benefit plans
We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under collective bargaining agreements. Our retirement plans primarily include the (i) Gannett Retirement Plan (the "GR Plan"), (ii) Gannett Retirement Plan for Certain Union Employees, and (iii) Newsquest Scheme in the U.K., as well as other smaller and/or frozen defined benefit and defined contribution plans. We also provide health care and life insurance benefits to certain retired employees who meet age and service requirements.
The components of net periodic pension and postretirement benefits include the following:
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||
| Three months ended September 30, | Three months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost - benefits earned during the period | $ | $ | $ | $ | |||||||||||||||||||
Interest cost on benefit obligations(a) | |||||||||||||||||||||||
Expected return on plan assets(a) | ( | ( | |||||||||||||||||||||
Amortization of prior service cost (benefit)(a) | ( | ( | |||||||||||||||||||||
Amortization of actuarial loss (gain)(a) | ( | ( | |||||||||||||||||||||
| Total benefit, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a) Amounts are included in Other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).
| Pension benefits | Postretirement benefits | ||||||||||||||||||||||
| Nine months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost - benefits earned during the period | $ | $ | $ | $ | |||||||||||||||||||
Interest cost on benefit obligations(a) | |||||||||||||||||||||||
Expected return on plan assets(a) | ( | ( | |||||||||||||||||||||
Amortization of prior service cost (benefit)(a) | ( | ( | |||||||||||||||||||||
Amortization of actuarial loss (gain)(a) | ( | ( | |||||||||||||||||||||
| Total benefit, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a) Amounts are included in Other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).
Contributions
NOTE 8 — Fair value measurement
In accordance with ASC 820, "Fair Value Measurement," fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities, Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.
As of September 30, 2026 and December 31, 2025, assets and liabilities recorded at fair value and measured on a recurring basis primarily consist of pension plan assets. As permitted by U.S. GAAP, we use net asset values ("NAV") as a practical expedient to determine the fair value of certain investments. These investments measured at NAV have not been classified in the fair value hierarchy.
17
The Company's debt is recorded on the condensed consolidated balance sheets at carrying value. Refer to Note 6 — Debt for additional discussion regarding fair value of the Company's debt instruments.
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Assets held for sale (Level 3), which are recorded in Other current assets on the condensed consolidated balance sheets, are measured on a nonrecurring basis and are evaluated using executed purchase agreements, letters of intent or third-party valuation analyses when certain circumstances arise.
The Company performs its annual goodwill and indefinite-lived intangible impairment assessment during the fourth quarter of the year. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Refer to Note 4 — Goodwill and intangible assets for additional discussion regarding the annual impairment assessment.
NOTE 9 — Income taxes
The following table outlines our pre-tax net (loss) income and income tax amounts:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| (Benefit) provision for income taxes | ( | ( | |||||||||||||||||||||
| Effective tax rate | % | ( | % | % | % | ||||||||||||||||||
The provision (benefit) for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period's income or loss before tax, adjusted for the tax effects of any significant or unusual items (discrete events) and changes in tax laws.
The benefit for income taxes for the three months ended September 30, 2026, was primarily driven by pre-tax book loss, the generation of research and development tax credits, excess tax benefits related to share-based compensation, and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions, partially offset by the global intangible low-taxed income inclusion and an increase in valuation allowances related to disallowed U.S. interest expense. The benefit was calculated using an estimated annual effective tax rate of 41.6 %. The estimated annual effective tax rate before discrete items was principally impacted by the projected full year pre-tax book income and the global intangible low-taxed income inclusion, partially offset by the generation of the research and development tax credits and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions. The estimated annual effective tax rate is based on the projected tax expense for the full year.
The provision for income taxes for the nine months ended September 30, 2026, was primarily driven by pre-tax book income, the global intangible low-tax income inclusion, and an increase in valuation allowances related to disallowed U.S. interest expense, partially offset by the generation of research and development tax credits, the excess tax benefits related to share-based compensation and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions.
The total amount of unrecognized tax benefits that, if recognized, may impact the effective tax rate was approximately $46.3 million as of September 30, 2026 and $46.0 million as of December 31, 2025. It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months as a result of audit settlements, judicial proceedings, lapses of statutes of limitations, or regulatory developments. At this time, an estimate of the potential change to the amount of unrecognized tax benefits cannot be made.
The Company recognizes interest and penalties related to tax matters, including unrecognized tax benefit, as a component of income tax expense. As of each of September 30, 2026 and December 31, 2025, the amount of accrued interest and penalties payable related to uncertain tax positions was immaterial
The provision for income taxes for the three months ended September 30, 2025, was primarily driven by a decrease in the estimated annual effective tax rate, resulting from a decrease in the change in valuation allowance due to U.S. tax legislation
18
changes on the business interest expense limitation. The provision was calculated using an estimated annual effective tax rate of 172.8 %.
The benefit for income taxes for the nine months ended September 30, 2025, was primarily driven by the pre-tax book loss, partially offset by the decrease in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
NOTE 10 — Supplemental equity and other information
(Loss) income per share
The following table sets forth the information to compute basic and diluted (loss) income per share:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands, except per share data | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Interest adjustment to Net (loss) income attributable to USA TODAY Co. related to assumed conversions of the: | |||||||||||||||||||||||
| 2031 Notes | |||||||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. for diluted earnings per share | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Restricted stock grants(a) | |||||||||||||||||||||||
2031 Notes(b) | |||||||||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - basic | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - diluted | $ | ( | $ | ( | $ | $ | |||||||||||||||||
(a) Includes restricted stock awards and restricted stock units.
(b) Represents the total number of shares that would have been convertible for the nine months ended September 30, 2025, as stipulated in the 2031 Notes Indenture.
The Company excluded the following securities from the computation of diluted (loss) income per share because their effect would have been antidilutive:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Restricted stock grants(a) | |||||||||||||||||||||||
2031 Notes(b) | |||||||||||||||||||||||
2027 Notes(c) | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
(a)Includes restricted stock awards and restricted stock units.
(b)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2026 and the three months ended September 30, 2025 as stipulated in the 2031 Notes Indenture.
(c)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2026 and 2025 as stipulated in the 2027 Notes Indenture.
The 2031 Notes and 2027 Notes may be converted at any time by the Holders into cash, shares of the Company's Common Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2031 Notes and 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 143.9 million shares of Common Stock and 14.3 million shares of Common Stock, respectively. The Company has excluded from the (loss) income per share calculation approximately 99.1 million shares related to the possible conversion of the 2031 Notes and 9.4 million shares related to the possible conversion of the 2027 Notes, representing the difference between the total number of shares that would be convertible at September 30, 2026 and the total number of shares issuable assuming the maximum increase in the conversion rate.
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Share-based compensation
Share-based compensation expense was $2.6 million and $7.2 million for the three and nine months ended September 30, 2026, respectively, and $1.9 million and $6.8 million for the three and nine months ended September 30, 2025, respectively, and is included in Selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).
The total compensation cost not yet recognized related to non-vested awards as of September 30, 2026 was $31.7 million, and is expected to be recognized over a weighted-average period of 2.5 years through March 2029.
Equity awards
There were approximately 3,468 thousand and 3,588 thousand restricted stock units ("RSUs") granted during the three and nine months ended September 30, 2026, respectively. RSUs generally vest one-third on the first, second, and third anniversary of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. RSUs awarded to non-employee directors generally vest immediately upon grant. The Company recognizes compensation costs for these awards based on the fair market value of the award as of the grant date.
There were approximately 249
Cash awards
The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs"). CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold goals depending on actual performance against financial objectives over a three-year period. LTCAs generally vest and pay out in cash on the first, second and third anniversaries of the date of grant. As of September 30, 2026, there was approximately $11.0 million of unrecognized compensation expense related to cash awards.
Preferred stock
The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of Directors, none of which have been issued. There were no issuances of preferred stock during the nine months ended September 30, 2026.
Stock repurchase program
The Company's Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of the Company's 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 the Company's shares, trading volume, capital availability, Company performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.
During the nine months ended September 30, 2026, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2026, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company expects to resume repurchases of Common Stock under the Stock Repurchase Program during the fourth quarter of 2026, subject to market conditions and other relevant factors.
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Accumulated other comprehensive loss, net of tax
The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| In thousands | Pension and postretirement benefit plans | Foreign currency translation | Total | Pension and postretirement benefit plans | Foreign currency translation | Total | |||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income(a)(b) | |||||||||||||||||||||||||||||||||||
| Current period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
(a)Amounts reclassified from accumulated other comprehensive income are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive income are recorded net of tax impacts of $154 thousand and $49 thousand for the nine months ended September 30, 2026 and 2025, respectively.
NOTE 11 — Commitments, contingencies, and other matters
Legal proceedings
The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including, but not limited to, matters such as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental, and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company's consolidated results of operations or financial position.
We are also defendants in judicial and administrative proceedings involving matters incidental to our business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company's business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company's financial results.
On June 20, 2023, the Company filed a civil action against Google LLC and Alphabet Inc. (together, "Google") in the U.S. District Court in the Southern District of New York seeking injunctive relief and damages for the anticompetitive monopolization of advertising technology markets and for deceptive commercial practices. The Company's complaint details more than a dozen anticompetitive and deceptive acts that the Company believes demonstrate Google's unfair control and manipulation of all sides of each online advertising transaction. The trial in the case is currently expected to begin on April 5, 2027. The Company intends to vigorously pursue this action. However, at this stage, the Company is unable to predict the outcome or impact on its business and financial results. The Company is accounting for this matter as a gain contingency, and will record any such gain in future periods, if and when the contingency is resolved, in accordance with ASC 450, "Contingencies." We do not expect pursuing this lawsuit to be a significant cost to us; however, the Company has and plans to continue to engage certain experts to participate in this matter. The cost of those experts will be expensed as incurred and is not expected to be material.
NOTE 12 — Segment reporting
We define our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, manages the operations for purposes of allocating resources and assessing segment performance. Our reportable segments include the following:
•USA TODAY Media is comprised of our portfolio of domestic local, regional, and national newspaper publishers. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital
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marketing services delivered by our LocaliQ segment, digital distribution of our publications and digital content syndication and affiliate and partnership revenues as well as classified advertisements and display advertisements run on our platforms as well as third-party sites, and Print and commercial revenues mainly derived from the sale of local, national, and classified print advertising products, the sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business.
•Newsquest is comprised of our portfolio of newspaper publishers in the U.K. The results of this segment include Digital revenues mainly derived from digital advertising offerings such as digital marketing services delivered by our LocaliQ segment, digital distribution of our publications and digital content syndication revenues as well as classified advertisements and display advertisements run on our platforms and third-party sites, and Print and commercial revenues mainly derived from the sale of local, classified, and national advertising as well as niche publications, the sale of both home delivery and single copies of our publications, as well as commercial printing.
•LocaliQ is comprised of our digital marketing services companies under the brand LocaliQ. The results of this segment include Digital revenues derived from 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.
In addition to the reportable segments above, we have a Corporate category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad corporate functions.
In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.
We regularly provide management reports to the CODM that include Segment revenues and Segment Adjusted EBITDA (defined below). Significant Segment expenses regularly provided to the CODM, and included within Segment Adjusted EBITDA, include Payroll, Benefits, Newsprint and other production materials, Distribution, Outside services and Digital cost of goods sold.
The CODM uses Segment Adjusted EBITDA to evaluate the performance of the 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 Segment 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.
The following tables below present summarized financial information for each of the Company's reportable segments.
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Revenues
| Three months ended September 30, 2026 | |||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Total | |||||||||||||||||||
| External revenues | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of revenues: | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total revenues | $ | ||||||||||||||||||||||
| Three months ended September 30, 2025 | |||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Total | |||||||||||||||||||
| External revenues | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of revenues: | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total revenues | $ | ||||||||||||||||||||||
| Nine months ended September 30, 2026 | |||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Total | |||||||||||||||||||
| External revenues | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of revenues: | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total revenues | $ | ||||||||||||||||||||||
| Nine months ended September 30, 2025 | |||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | Total | |||||||||||||||||||
| External revenues | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of revenues: | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total revenues | $ | ||||||||||||||||||||||
23
Reconciliation of Segment Revenues to Segment Adjusted EBITDA
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | USA TODAY Media | Newsquest | LocaliQ | |||||||||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Payroll | |||||||||||||||||||||||||||||||||||
| Benefits | |||||||||||||||||||||||||||||||||||
| Newsprint and other production materials | |||||||||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||||||||
Outside services | |||||||||||||||||||||||||||||||||||
| Digital cost of goods sold | |||||||||||||||||||||||||||||||||||
Other(a) | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Other primarily includes corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to technology, finance, analytics, legal, and human resources, as well as other general business costs.
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| In thousands | USA TODAY Media | Newsquest | LocaliQ | USA TODAY Media | Newsquest | LocaliQ | |||||||||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Payroll | |||||||||||||||||||||||||||||||||||
| Benefits | |||||||||||||||||||||||||||||||||||
| Newsprint and other production materials | |||||||||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||||||||
Outside services | |||||||||||||||||||||||||||||||||||
| Digital cost of goods sold | |||||||||||||||||||||||||||||||||||
Other(a) | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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Reconciliation of Segment Adjusted EBITDA to Net income (loss) attributable to USA TODAY Co.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| in thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| USA TODAY Media | $ | $ | $ | $ | |||||||||||||||||||
| Newsquest | |||||||||||||||||||||||
| LocaliQ | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| (Benefit) provision for income taxes | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on early extinguishment of debt | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Integration and reorganization costs(a) | |||||||||||||||||||||||
| Asset impairments | |||||||||||||||||||||||
| Gain on sale or disposal of assets, net | ( | ( | ( | ( | |||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
Other (income) expense, net(b) | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. | $ | ( | $ | ( | $ | $ | |||||||||||||||||
(a) For the three and nine months ended September 30, 2026 and 2025, 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) For the three and nine months ended September 30, 2026, Other (income) expense, net primarily reflected a gain on remeasurement of previously held equity interest, Google litigation costs (including related reimbursements) and other legal settlements and the components of net periodic pension and postretirement benefits other than service cost. For the three and nine months ended September 30, 2025, Other (income) expense, net primarily reflected (gains) losses from the sale of investments, Google litigation costs and other legal settlements, the components of net periodic pension and postretirement benefits other than service cost, third-party debt costs, and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
NOTE 13 — Other supplemental information
Acquisitions and dispositions
Lee transactions
On September 28, 2026, the Company completed the Lee Transactions. The TNI Acquisition was accounted for as a business combination achieved in stages. The total acquisition-date value of 100 % of TNI Partners used in the purchase price allocation was $34.4 million, consisting of the $18.1 million fair value of the Montana and South Dakota publications transferred and the $16.3 million fair value of our previously held 50 % interest in TNI Partners. The fair value of our previously held interest in TNI Partners was estimated using a market approach based on historical Adjusted EBITDA and comparable newspaper transactions, adjusted to reflect the noncontrolling nature of such interest. During the three and nine months ended September 30, 2026, the Company recognized a gain of $16.8 10.2
In connection with the TNI Acquisition, the Company recognized $16.1 million of identifiable intangible assets and $19.4 million of goodwill in connection with the preliminary purchase price allocation as of September 30, 2026. The identifiable intangible assets consisted of $3.8 million attributable to the Arizona Daily Star masthead, which has an indefinite useful life, $7.7 million of advertiser relationships with an estimated useful life of 11 years and $4.6 million of subscriber relationships with an estimated useful life of ten years . The goodwill recognized primarily reflects the operational synergies anticipated by the Company as a result of the integration of the Arizona Daily Star into its existing operations. As of September 30, 2026, $10.2 million of goodwill is expected to be deductible for income tax purposes. The purchase price allocation is preliminary and subject to adjustment as additional information regarding the fair values of the assets acquired and liabilities
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assumed becomes available.
Unaudited pro forma financial information has not been presented, as the incremental revenues and earnings attributable to the TNI Acquisition were substantially similar to the revenues and earnings associated with the de-consolidated Montana and South Dakota publications. As a result, the related impacts on revenue, expenses, and equity in earnings are not material to the condensed consolidated financial statements taken as a whole for the three and nine months ended September 30, 2026 and 2025.
Austin American-Statesman
On February 28, 2025, the Company completed its sale of the Austin American-Statesman. As a result of the sale, we recognized a pre-tax gain of approximately $20.8 million, net of selling expenses, which is included in Gain on sale or disposal of assets, net in the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2025.
Cash and cash equivalents, including restricted cash
Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less. Restricted cash is held as cash collateral for certain business operations. Restricted cash primarily consists of funding for letters of credit, cash held in an irrevocable grantor trust for our deferred compensation plans and cash held with banking institutions for insurance.
The following table presents a reconciliation of cash, cash equivalents and restricted cash:
| In thousands | September 30, 2026 | September 30, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in other current assets | |||||||||||
| Restricted cash included in pension and other assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Supplemental cash flow information
The following table presents supplemental cash flow information, including non-cash investing and financing activities:
| Nine months ended September 30, | |||||||||||
| In thousands | 2026 | 2025 | |||||||||
| Cash paid for taxes, net of refunds | $ | $ | |||||||||
| Cash paid for interest | |||||||||||
| Non-cash investing and financing activities: | |||||||||||
| Accrued capital expenditures | $ | $ | |||||||||
| Noncash exchange of businesses | $ | $ | |||||||||
Accounts payable and accrued liabilities
A breakout of Accounts payable and accrued liabilities is presented below:
| In thousands | September 30, 2026 | December 31, 2025 | |||||||||
| Accounts payable | $ | $ | |||||||||
| Compensation | |||||||||||
| Taxes (primarily property, sales, and payroll taxes) | |||||||||||
| Benefits | |||||||||||
| Interest | |||||||||||
| Other | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
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NOTE 14 — Subsequent events
November 2029 Amendment
On November 4, 2026, the 2029 Term Loan Facility was amended (the "November 2029 Amendment") to permit the Company to incur, not later than 45 days after the date of the November 2029 Amendment, incremental debt financing under the 2029 Term Loan Facility in an aggregate principal amount not to exceed $50.0 million from funds managed by affiliates of Apollo Global Management Inc. The proceeds of such incremental debt financing may be used by the Company to repurchase shares of the Company's common stock on or prior to December 31, 2026. In connection with the November 2029 Amendment, the Company received consent from certain lenders under its 2029 Term Loan Facility and certain holders of its 2031 Notes to permit the Company to undertake the share repurchases described above.
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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. We continue to see impacts from structural shifts and evolving user behaviors influenced by the integration of generative AI into search engines and web browsers which provide direct answers and summaries within the platform itself, reducing the need for users to click through to publisher platforms. As a result, referral traffic and related monetization opportunities may be adversely affected. While this trend presents challenges, we believe it also creates opportunities for innovation and engagement as we seek out new ways to license, distribute, and monetize the trusted content we produce.
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Recent developments
Lee transactions
On September 28, 2026, we received a waiver from certain lenders of our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") and certain holders of our 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes") to permit us to enter into strategic agreements with Lee Enterprises, Incorporated ("Lee Enterprises"). On September 28, 2026, we acquired the remaining 50% interest in TNI Partners and assumed full ownership and operations of the Arizona Daily Star (the "TNI Acquisition"). At the same time, we transferred our Montana and South Dakota publications to Lee Enterprises (collectively with the TNI Acquisition, the "Lee Transactions").
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 September 30, 2026, accounted for approximately 74% 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, costs 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 September 30, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and a negative impact on our costs and Segment Adjusted EBITDA. During the nine months ended September 30, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on our 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.usatodayco.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",
29
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.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands, except per share amounts | Change | Change | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Digital(a) | $ | 249,327 | $ | 262,744 | $ | (13,417) | (5) | % | $ | 765,564 | $ | 778,573 | $ | (13,009) | (2) | % | |||||||||||||||||||||||||||||||
Print and commercial(b) | 269,916 | 298,052 | (28,136) | (9) | % | 838,501 | 938,657 | (100,156) | (11) | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | 519,243 | 560,796 | (41,553) | (7) | % | 1,604,065 | 1,717,230 | (113,165) | (7) | % | |||||||||||||||||||||||||||||||||||||
| Operating costs | 337,220 | 352,306 | (15,086) | (4) | % | 992,660 | 1,068,376 | (75,716) | (7) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 148,584 | 153,743 | (5,159) | (3) | % | 453,783 | 485,356 | (31,573) | (7) | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 31,487 | 43,211 | (11,724) | (27) | % | 93,896 | 128,489 | (34,593) | (27) | % | |||||||||||||||||||||||||||||||||||||
| Integration and reorganization costs | 18,042 | 15,708 | 2,334 | 15 | % | 22,537 | 37,524 | (14,987) | (40) | % | |||||||||||||||||||||||||||||||||||||
| Asset impairments | — | — | — | — | % | — | 2,075 | (2,075) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Gain on sale or disposal of assets, net | (10,341) | (62) | (10,279) | *** | (17,891) | (22,326) | 4,435 | (20) | % | ||||||||||||||||||||||||||||||||||||||
| Interest expense | 20,799 | 23,835 | (3,036) | (13) | % | 62,983 | 74,313 | (11,330) | (15) | % | |||||||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | — | 24 | (24) | (100) | % | 75 | 1,481 | (1,406) | (95) | % | |||||||||||||||||||||||||||||||||||||
| Equity income in unconsolidated investees, net | (533) | (549) | 16 | (3) | % | (1,740) | (1,583) | (157) | 10 | % | |||||||||||||||||||||||||||||||||||||
Other (income) expense, net(c) | (20,225) | (5,806) | (14,419) | *** | (41,586) | (11,640) | (29,946) | *** | |||||||||||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (5,790) | (21,614) | 15,824 | (73) | % | 39,348 | (44,835) | 84,183 | *** | ||||||||||||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | (1,177) | 17,635 | (18,812) | *** | 14,929 | (76,651) | 91,580 | *** | |||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (4,613) | (39,249) | 34,636 | (88) | % | 24,419 | 31,816 | (7,397) | (23) | % | |||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | (8) | — | (8) | *** | 8 | 7 | 1 | 14 | % | ||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. | $ | (4,605) | $ | (39,249) | $ | 34,644 | (88) | % | $ | 24,411 | $ | 31,809 | $ | (7,398) | (23) | % | |||||||||||||||||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - basic | $ | (0.03) | $ | (0.27) | $ | 0.24 | (89) | % | $ | 0.17 | $ | 0.22 | $ | (0.05) | (23) | % | |||||||||||||||||||||||||||||||
| (Loss) income per share attributable to USA TODAY Co. - diluted | $ | (0.03) | $ | (0.27) | $ | 0.24 | (89) | % | $ | 0.17 | $ | 0.21 | $ | (0.04) | (19) | % | |||||||||||||||||||||||||||||||
*** Indicates an absolute value percentage change greater than 100.
(a) Amounts are net of intersegment eliminations of $27.8 million and $33.2 million for the three months ended September 30, 2026 and 2025, respectively, and $84.6 million and $102.6 million for the nine months ended September 30, 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 $28.6 million and $29.2 million for the three months ended September 30, 2026 and 2025, respectively, and $86.6 million and $92.8 million for the nine months ended September 30, 2026 and 2025, respectively.
(c) For the three and nine months ended September 30, 2026, Other (income) expense, net primarily reflected a gain on remeasurement of previously held equity interest, Google litigation costs (including related reimbursements) and other legal settlements and the components of net periodic pension and postretirement benefits other than service cost. For the three and nine months ended September 30, 2025, Other (income) expense, net primarily reflected (gains) losses from the sale of investments, Google litigation costs and other legal settlements, the components of net periodic pension and postretirement benefits other than service cost, third-party debt costs, and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
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
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sale of both home delivery and single copies of our publications, as well as commercial printing and distribution arrangements, and revenues from our events business.
Operating costs
Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure.
Selling, general and administrative expenses
Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.
Depreciation and amortization
For the three and nine months ended September 30, 2026, Depreciation and amortization was $31.5 million and $93.9 million, respectively, compared to $43.2 million and $128.5 million for the three and nine months ended September 30, 2025. The decrease for both the three and nine months ended September 30, 2026 and 2025 was mainly driven by the absence in 2026 of accelerated depreciation recognized in 2025 related to facility shutdowns and a decrease in amortization driven by intangible assets which were fully amortized in 2025.
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 three and nine months ended September 30, 2026, we incurred Integration and reorganization costs of $18.0 million and $22.5 million, respectively. Of the total costs incurred, $12.5 million and $15.4 million, respectively, were related to severance activities, and $5.5 million and $7.2 million, respectively, were related to other reorganization-related costs, mainly due to costs associated with improving operations and consolidating facilities.
For the three and nine months ended September 30, 2025, we incurred Integration and reorganization costs of $15.7 million and $37.5 million, respectively. Of the total costs incurred, $12.5 million and $26.9 million, respectively, were related to severance activities and $3.2 million and $10.7 million, respectively, were related to other reorganization-related costs, mainly due to costs associated with improving operations and consolidating facilities. In addition, for the nine months ended September 30, 2025, other reorganization-related costs also included $2.1 million, related to the departure of the Company's former Chief Financial Officer, partially offset by the reversal of a withdrawal liability related to a multiemployer pension plan of $1.8 million based on the settlement of the withdrawal liability.
Gain on sale or disposal of assets, net
For the three and nine months ended September 30, 2026, we recognized net gains on the sale of assets of $10.3 million and $17.9 million, respectively, primarily at the USA TODAY Media segment as part of our plan to monetize assets.
For the three and nine months ended September 30, 2025, we recognized net gains on the sale of assets of $0.1 million and $22.3 million, respectively. For the nine months ended September 30, 2025, the gain was primarily related to a gain of $20.8 million recognized on the sale of the Austin American-Statesman at the USA TODAY Media segment as part of our plan to monetize assets.
Interest expense
For the three and nine months ended September 30, 2026, Interest expense was $20.8 million and $63.0 million, respectively, compared to $23.8 million and $74.3 million, respectively, for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2026, interest expense decreased compared to the three and nine months ended September 30, 2025, mainly due to a lower debt balance and a lower rate on our 2029 Term Loan Facility.
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Other (income) expense, net
A summary of Other (income) expense, net is presented below:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
Google litigation costs(a) and other legal settlements | $ | (229) | $ | 413 | $ | (642) | *** | $ | (14,588) | $ | 4,406 | $ | (18,994) | *** | |||||||||||||||||||||||||||||||||
| Loss (gain) on sale of investments, net | 140 | (5,684) | 5,824 | *** | 108 | (9,799) | 9,907 | *** | |||||||||||||||||||||||||||||||||||||||
| Gain on remeasurement of previously held equity interest | (16,813) | — | (16,813) | *** | (16,813) | — | (16,813) | *** | |||||||||||||||||||||||||||||||||||||||
Other(b) | (3,323) | (535) | (2,788) | *** | (10,293) | (6,247) | (4,046) | 65 | % | ||||||||||||||||||||||||||||||||||||||
| Other (income) expense, net | $ | (20,225) | $ | (5,806) | $ | (14,419) | *** | $ | (41,586) | $ | (11,640) | $ | (29,946) | *** | |||||||||||||||||||||||||||||||||
*** Indicates an absolute value percentage change greater than 100.
(a) For the three and nine months ended September 30, 2026, included Google litigation costs (including related reimbursements) and other legal settlements. For the three and nine months ended September 30, 2025, included Google litigation costs and other legal settlements.
(b) For the three and nine months ended September 30, 2026, primarily included the components of net periodic pension and postretirement benefits other than service cost. For the three and nine months ended September 30, 2025, primarily included the components of net periodic pension and postretirement benefits other than service cost, third-party debt costs and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
(Benefit) provision for income taxes
The following table outlines our pre-tax net income (loss) before income taxes and income tax accounts:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| (Loss) income before income taxes | $ | (5,790) | $ | (21,614) | $ | 39,348 | $ | (44,835) | |||||||||||||||
| (Benefit) provision for income taxes | (1,177) | 17,635 | 14,929 | (76,651) | |||||||||||||||||||
| Effective tax rate | 20.3 | % | (81.6) | % | 37.9 | % | 171.0 | % | |||||||||||||||
The provision (benefit) for income taxes is calculated by applying the projected annual effective tax rate for the year to the current period's income or loss before tax, adjusted for the tax effects of any significant or unusual items (discrete events) and changes in tax laws.
The benefit for income taxes for the three months ended September 30, 2026, was primarily driven by pre-tax book loss, the generation of research and development tax credits, excess tax benefits related to share-based compensation, and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions, partially offset by the global intangible low-taxed income inclusion and an increase in valuation allowances related to disallowed U.S. interest expense. The benefit was calculated using an estimated annual effective tax rate of 41.6%. The estimated annual effective tax rate before discrete items was principally impacted by the projected full year pre-tax book income and the global intangible low-taxed income inclusion, partially offset by the generation of the research and development tax credits and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions. The estimated annual effective tax rate is based on the projected tax expense for the full year.
The provision for income taxes for the nine months ended September 30, 2026, was primarily driven by pre-tax book income, the global intangible low-tax income inclusion, and an increase in valuation allowances related to disallowed U.S. interest expense, partially offset by the generation of research and development tax credits, the excess tax benefits related to share-based compensation and the release of valuation allowances on capital loss carryforwards associated with the transfer of our Montana and South Dakota publications as part of the Lee Transactions.
The provision for income taxes for the three months ended September 30, 2025, was primarily driven by a decrease in the estimated annual effective tax rate, resulting from a decrease in the change in valuation allowance due to U.S. tax legislation changes on the business interest expense limitation. The provision was calculated using an estimated annual effective tax rate of 172.8%.
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The benefit for income taxes for the nine months ended September 30, 2025, was primarily driven by the pre-tax book loss, partially offset by the decrease in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
Net (loss) income attributable to USA TODAY Co. and diluted (loss) income per share attributable to USA TODAY Co.
For the three months ended September 30, 2026, Net loss attributable to USA TODAY Co. and diluted loss per share attributable to USA TODAY Co. were $4.6 million and $0.03, respectively, compared to Net loss attributable to USA TODAY Co. and diluted loss per share attributable to USA TODAY Co. of $39.2 million and $0.27, respectively, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. were $24.4 million and $0.17, respectively, compared to Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. of $31.8 million and $0.21, respectively, for the nine months ended September 30, 2025. The change for the three and nine months ended September 30, 2026, compared to the same periods in the prior year reflected the various items discussed above.
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
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alternatives for any such U.S. GAAP financial measure. We strongly urge you to review the reconciliation of Total Adjusted EBITDA to Net income (loss) attributable to USA TODAY Co. along with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. 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 (loss) income attributable to USA TODAY Co. to Total Adjusted EBITDA
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net (loss) income attributable to USA TODAY Co. | $ | (4,605) | $ | (39,249) | $ | 24,411 | $ | 31,809 | |||||||||||||||
| (Benefit) provision for income taxes | (1,177) | 17,635 | 14,929 | (76,651) | |||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | (8) | — | 8 | 7 | |||||||||||||||||||
| Interest expense | 20,799 | 23,835 | 62,983 | 74,313 | |||||||||||||||||||
| Loss on early extinguishment of debt | — | 24 | 75 | 1,481 | |||||||||||||||||||
| Depreciation and amortization | 31,487 | 43,211 | 93,896 | 128,489 | |||||||||||||||||||
Integration and reorganization costs(a) | 18,042 | 15,708 | 22,537 | 37,524 | |||||||||||||||||||
| Asset impairments | — | — | — | 2,075 | |||||||||||||||||||
| Gain on sale or disposal of assets, net | (10,341) | (62) | (17,891) | (22,326) | |||||||||||||||||||
| Share-based compensation expense | 2,630 | 1,877 | 7,202 | 6,838 | |||||||||||||||||||
Other (income) expense, net(b) | (20,225) | (5,806) | (41,586) | (11,640) | |||||||||||||||||||
| Total Adjusted EBITDA | $ | 36,602 | $ | 57,173 | $ | 166,564 | $ | 171,919 | |||||||||||||||
(a) For the three and nine months ended September 30, 2026 and 2025, 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) For the three and nine months ended September 30, 2026, Other (income) expense, net primarily reflected a gain on remeasurement of previously held equity interest, Google litigation costs (including related reimbursements) and other legal settlements and the components of net periodic pension and postretirement benefits other than service cost. For the three and nine months ended September 30, 2025, Other (income) expense, net primarily reflected (gains) losses from the sale of investments, Google litigation costs and other legal settlements, the components of net periodic pension and postretirement benefits other than service cost, third-party debt costs, and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes.
USA TODAY Media segment
A summary of our USA TODAY Media segment results is presented below:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Digital | $ | 148,791 | $ | 158,105 | $ | (9,314) | (6) | % | $ | 470,588 | $ | 475,182 | $ | (4,594) | (1) | % | |||||||||||||||||||||||||||||||
| Print and commercial | 231,810 | 258,950 | (27,140) | (10) | % | 723,848 | 821,242 | (97,394) | (12) | % | |||||||||||||||||||||||||||||||||||||
| Segment revenues | 380,601 | 417,055 | (36,454) | (9) | % | 1,194,436 | 1,296,424 | (101,988) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Operating costs | 253,761 | 265,874 | (12,113) | (5) | % | 751,478 | 818,918 | (67,440) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 103,558 | 116,315 | (12,757) | (11) | % | 319,378 | 367,895 | (48,517) | (13) | % | |||||||||||||||||||||||||||||||||||||
| Equity income in unconsolidated investees, net | (533) | (549) | 16 | (3) | % | (1,740) | (1,583) | (157) | 10 | % | |||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 23,815 | $ | 35,415 | $ | (11,600) | (33) | % | $ | 125,320 | $ | 111,194 | $ | 14,126 | 13 | % | |||||||||||||||||||||||||||||||
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Revenues
The following table provides the breakout of Revenues by category:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Digital advertising | $ | 62,291 | $ | 73,014 | $ | (10,723) | (15) | % | $ | 197,099 | $ | 219,619 | $ | (22,520) | (10) | % | |||||||||||||||||||||||||||||||
| Digital marketing services | 27,039 | 31,273 | (4,234) | (14) | % | 83,290 | 97,170 | (13,880) | (14) | % | |||||||||||||||||||||||||||||||||||||
| Digital-only subscription | 43,323 | 41,303 | 2,020 | 5 | % | 129,692 | 123,020 | 6,672 | 5 | % | |||||||||||||||||||||||||||||||||||||
Digital other | 16,138 | 12,515 | 3,623 | 29 | % | 60,507 | 35,373 | 25,134 | 71 | % | |||||||||||||||||||||||||||||||||||||
| Digital | 148,791 | 158,105 | (9,314) | (6) | % | 470,588 | 475,182 | (4,594) | (1) | % | |||||||||||||||||||||||||||||||||||||
| Print advertising | 86,137 | 94,691 | (8,554) | (9) | % | 269,978 | 305,399 | (35,421) | (12) | % | |||||||||||||||||||||||||||||||||||||
| Print circulation | 104,561 | 121,896 | (17,335) | (14) | % | 328,880 | 382,778 | (53,898) | (14) | % | |||||||||||||||||||||||||||||||||||||
Commercial and other(a) | 41,112 | 42,363 | (1,251) | (3) | % | 124,990 | 133,065 | (8,075) | (6) | % | |||||||||||||||||||||||||||||||||||||
| Print and commercial | 231,810 | 258,950 | (27,140) | (10) | % | 723,848 | 821,242 | (97,394) | (12) | % | |||||||||||||||||||||||||||||||||||||
| Segment revenues | $ | 380,601 | $ | 417,055 | $ | (36,454) | (9) | % | $ | 1,194,436 | $ | 1,296,424 | $ | (101,988) | (8) | % | |||||||||||||||||||||||||||||||
(a) Included Commercial printing and delivery revenues of $26.1 million and $26.5 million for the three months ended September 30, 2026 and 2025, respectively, and $79.3 million and $85.1 million for the nine months ended September 30, 2026 and 2025, respectively.
For the three and nine months ended September 30, 2026, Digital advertising revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in national programmatic and sponsored link revenues and lower local revenues, partially offset by higher classified spend, mainly driven by a shift from print.
For the three and nine months ended September 30, 2026, Digital marketing services revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in customer count.
For the three and nine months ended September 30, 2026, Digital-only subscription revenues increased compared to the three and nine months ended September 30, 2025, primarily driven by an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 27% and 38%, respectively. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.
For the three and nine months ended September 30, 2026, Digital other revenues increased compared to the three and nine months ended September 30, 2025, primarily due to revenues from AI partnerships and an increase in affiliate and syndication revenues.
For the three and nine months ended September 30, 2026, Print advertising revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to decreases in classified spend, local advertiser inserts and local print display, partially offset by an increase in direct mail. Included in the decrease in Print advertising revenues for the three and nine months ended September 30, 2026, was the absence of revenues in 2026 associated with businesses divested of $4.7 million and $19.1 million, respectively.
For the three and nine months ended September 30, 2026, Print circulation revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to a decline in home delivery revenues as a result of a reduction in the volume of subscribers, and to a lesser extent a decline in single copy revenues, partially offset by an increase in rates.
For the three and nine months ended September 30, 2026, Commercial and other revenues decreased compared to the three and nine months ended September 30, 2025, mainly driven by the absence of revenues in 2026 associated with businesses divested of $2.1 million and $12.3 million, respectively, partially offset by an increase in production volume.
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Operating costs
The following table provides the breakout of Operating costs for the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Newsprint and other production materials | $ | 13,760 | $ | 13,160 | $ | 600 | 5 | % | $ | 40,242 | $ | 43,280 | $ | (3,038) | (7) | % | |||||||||||||||||||||||||||||||
| Distribution | 60,227 | 60,133 | 94 | — | % | 179,188 | 186,595 | (7,407) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Compensation and benefits | 87,250 | 90,590 | (3,340) | (4) | % | 252,232 | 276,293 | (24,061) | (9) | % | |||||||||||||||||||||||||||||||||||||
| Outside services | 65,992 | 71,772 | (5,780) | (8) | % | 199,917 | 217,873 | (17,956) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Other | 26,532 | 30,219 | (3,687) | (12) | % | 79,899 | 94,877 | (14,978) | (16) | % | |||||||||||||||||||||||||||||||||||||
| Total operating costs | $ | 253,761 | $ | 265,874 | $ | (12,113) | (5) | % | $ | 751,478 | $ | 818,918 | $ | (67,440) | (8) | % | |||||||||||||||||||||||||||||||
For the nine months ended September 30, 2026, Newsprint and other production materials costs decreased compared to the nine months ended September 30, 2025, primarily due to the impact of businesses divested of $3.8 million and lower volume driven by the decline in revenues, partially offset by an increase in the cost of newsprint.
For the nine months ended September 30, 2026, Distribution costs decreased compared to the nine months ended September 30, 2025, primarily due to the impact of businesses sunset of $14.3 million and volume declines, partially offset by an increase in costs associated with higher print advertising revenues related to direct mail.
For the three and nine months ended September 30, 2026, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives, including downsizing our facilities footprint, and the conversion to mail delivery in multiple markets.
For the three and nine months ended September 30, 2026, 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 the three and nine months ended September 30, 2025, primarily due to a decrease in third-party media fees of $8.8 million and $21.9 million, respectively, partially offset by higher costs of $3.1 million and $4.0 million, respectively, mainly due to higher third-party print costs as a result of downsizing our facilities footprint and higher costs associated with professional services. Included in the higher costs for the three and nine months ended September 30, 2026, was the impact of businesses divested of $1.1 million and $5.2 million, respectively.
For the three and nine months ended September 30, 2026, Other costs decreased compared to the three and nine months ended September 30, 2025, primarily due to lower facility related expenses 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 three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 48,056 | $ | 58,752 | $ | (10,696) | (18) | % | $ | 151,353 | $ | 178,148 | $ | (26,795) | (15) | % | |||||||||||||||||||||||||||||||
| Outside services and other | 55,502 | 57,563 | (2,061) | (4) | % | 168,025 | 189,747 | (21,722) | (11) | % | |||||||||||||||||||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 103,558 | $ | 116,315 | $ | (12,757) | (11) | % | $ | 319,378 | $ | 367,895 | $ | (48,517) | (13) | % | |||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives.
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For the three and nine months ended September 30, 2026, Outside services and other costs, which include services fulfilled by third parties, decreased compared to the three and nine months ended September 30, 2025, primarily due to lower costs associated with professional services. In addition, the decrease for the nine months ended September 30, 2026 also reflected lower promotion costs.
Newsquest segment
A summary of our Newsquest segment results is presented below:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Digital | $ | 21,358 | $ | 21,921 | $ | (563) | (3) | % | $ | 63,836 | $ | 60,774 | $ | 3,062 | 5 | % | |||||||||||||||||||||||||||||||
| Print and commercial | 38,106 | 39,102 | (996) | (3) | % | 114,653 | 117,415 | (2,762) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Segment revenues | 59,464 | 61,023 | (1,559) | (3) | % | 178,489 | 178,189 | 300 | — | % | |||||||||||||||||||||||||||||||||||||
| Operating costs | 30,333 | 30,863 | (530) | (2) | % | 90,235 | 89,584 | 651 | 1 | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 15,286 | 15,605 | (319) | (2) | % | 45,230 | 45,222 | 8 | — | % | |||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 13,845 | $ | 14,555 | $ | (710) | (5) | % | $ | 43,024 | $ | 43,383 | $ | (359) | (1) | % | |||||||||||||||||||||||||||||||
Our U.K. media operations are conducted through our Newsquest subsidiary, which are translated into U.S. dollars at average exchange rates prevailing during the period. Currency translation fluctuations have and are expected to continue to impact revenues, costs and Segment Adjusted EBITDA. During the three months ended September 30, 2026, foreign currency exchange rate fluctuations had a positive impact on our costs and a negative impact on our revenues and Segment Adjusted EBITDA and during the nine months ended September 30, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on our costs.
Revenues
The following table provides the breakout of Revenues by category:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Digital advertising | $ | 12,727 | $ | 14,162 | $ | (1,435) | (10) | % | $ | 38,564 | $ | 38,809 | $ | (245) | (1) | % | |||||||||||||||||||||||||||||||
| Digital marketing services | 2,051 | 2,326 | (275) | (12) | % | 6,192 | 6,264 | (72) | (1) | % | |||||||||||||||||||||||||||||||||||||
| Digital-only subscription | 2,716 | 2,410 | 306 | 13 | % | 7,876 | 6,625 | 1,251 | 19 | % | |||||||||||||||||||||||||||||||||||||
Digital other | 3,864 | 3,023 | 841 | 28 | % | 11,204 | 9,076 | 2,128 | 23 | % | |||||||||||||||||||||||||||||||||||||
| Digital | 21,358 | 21,921 | (563) | (3) | % | 63,836 | 60,774 | 3,062 | 5 | % | |||||||||||||||||||||||||||||||||||||
| Print advertising | 17,692 | 17,830 | (138) | (1) | % | 53,550 | 54,590 | (1,040) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Print circulation | 15,833 | 16,577 | (744) | (4) | % | 47,919 | 48,884 | (965) | (2) | % | |||||||||||||||||||||||||||||||||||||
Commercial and other(a) | 4,581 | 4,695 | (114) | (2) | % | 13,184 | 13,941 | (757) | (5) | % | |||||||||||||||||||||||||||||||||||||
| Print and commercial | 38,106 | 39,102 | (996) | (3) | % | 114,653 | 117,415 | (2,762) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Segment revenues | $ | 59,464 | $ | 61,023 | $ | (1,559) | (3) | % | $ | 178,489 | $ | 178,189 | $ | 300 | — | % | |||||||||||||||||||||||||||||||
(a) Included Commercial printing and delivery revenues of $2.5 million and $2.7 million for the three months ended September 30, 2026 and 2025, respectively, and $7.4 million and $7.7 million for the nine months ended September 30, 2026 and 2025, respectively.
For the three and nine months ended September 30, 2026, Digital advertising revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in national display revenues, and to a lesser extent a decline in classified spend. In addition, the decrease for the nine months ended September 30, 2026 was partially offset by the positive impact of foreign currency exchange rate fluctuations of $0.9 million.
For the three and nine months ended September 30, 2026, Digital-only subscription revenues increased compared to the three and nine months ended September 30, 2025, primarily driven by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
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For the three and nine months ended September 30, 2026, Digital other revenues increased compared to the three and nine months ended September 30, 2025, primarily due to an increase in digital content syndication.
For the nine months ended September 30, 2026, Print advertising revenues decreased compared to the nine months ended September 30, 2025, primarily driven by a decline in sponsorship revenues due to the absence of a conference in 2026, partially offset by the positive impact of foreign currency exchange rate fluctuations of $1.2 million.
For the nine months ended September 30, 2026, Commercial and other revenues decreased compared to the nine months ended September 30, 2025, primarily due to the absence of a conference in 2026.
Operating costs
The following table provides the breakout of Operating costs for the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Newsprint and other production materials | $ | 3,018 | $ | 3,123 | $ | (105) | (3) | % | $ | 8,916 | $ | 9,184 | $ | (268) | (3) | % | |||||||||||||||||||||||||||||||
| Distribution | 3,186 | 3,204 | (18) | (1) | % | 9,503 | 9,400 | 103 | 1 | % | |||||||||||||||||||||||||||||||||||||
| Compensation and benefits | 15,178 | 14,723 | 455 | 3 | % | 45,043 | 42,500 | 2,543 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Outside services | 3,717 | 3,899 | (182) | (5) | % | 10,881 | 10,882 | (1) | — | % | |||||||||||||||||||||||||||||||||||||
| Other | 5,234 | 5,914 | (680) | (11) | % | 15,892 | 17,618 | (1,726) | (10) | % | |||||||||||||||||||||||||||||||||||||
| Total operating costs | $ | 30,333 | $ | 30,863 | $ | (530) | (2) | % | $ | 90,235 | $ | 89,584 | $ | 651 | 1 | % | |||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, Compensation and benefits costs increased compared to the three and nine months ended September 30, 2025, primarily due to higher employer taxes and higher wages, including minimum wages.
For the three and nine months ended September 30, 2026, Other costs decreased compared to the three and nine months ended September 30, 2025, primarily driven by lower facility related expenses. In addition, the decrease for the nine months ended September 30, 2026 reflected the absence of a conference in 2026.
Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 12,025 | $ | 12,100 | $ | (75) | (1) | % | $ | 35,995 | $ | 35,669 | $ | 326 | 1 | % | |||||||||||||||||||||||||||||||
| Outside services and other | 3,261 | 3,505 | (244) | (7) | % | 9,235 | 9,553 | (318) | (3) | % | |||||||||||||||||||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 15,286 | $ | 15,605 | $ | (319) | (2) | % | $ | 45,230 | $ | 45,222 | $ | 8 | — | % | |||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, Outside services and other costs decreased compared to the three and nine months ended September 30, 2025, mainly due to lower bad debt and promotion-related expenses, partially offset by higher technology related expenses.
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LocaliQ segment
A summary of our LocaliQ segment results is presented below:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
Digital(a) | $ | 105,684 | $ | 114,418 | $ | (8,734) | (8) | % | $ | 311,999 | $ | 340,605 | $ | (28,606) | (8) | % | |||||||||||||||||||||||||||||||
| Segment revenues | 105,684 | 114,418 | (8,734) | (8) | % | 311,999 | 340,605 | (28,606) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Operating costs | 76,974 | 84,345 | (7,371) | (9) | % | 223,392 | 247,964 | (24,572) | (10) | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 21,429 | 20,293 | 1,136 | 6 | % | 61,383 | 62,894 | (1,511) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 7,281 | $ | 9,780 | $ | (2,499) | (26) | % | $ | 27,224 | $ | 29,747 | $ | (2,523) | (8) | % | |||||||||||||||||||||||||||||||
(a)Digital revenues are solely generated by digital marketing services revenues.
Revenues
For the three and nine months ended September 30, 2026, Digital revenues decreased compared to the three and nine months ended September 30, 2025, primarily due to a decline in the core direct business, mainly driven by a decline in customer count, partially offset by an increase in core platform average monthly revenues divided by average monthly customer count within the period ("Core platform ARPU") of 6% and 8%, respectively. 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 three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Outside services | $ | 71,095 | $ | 75,298 | $ | (4,203) | (6) | % | $ | 201,148 | $ | 219,250 | $ | (18,102) | (8) | % | |||||||||||||||||||||||||||||||
| Compensation and benefits | 5,229 | 8,130 | (2,901) | (36) | % | 20,020 | 25,247 | (5,227) | (21) | % | |||||||||||||||||||||||||||||||||||||
| Other | 650 | 917 | (267) | (29) | % | 2,224 | 3,467 | (1,243) | (36) | % | |||||||||||||||||||||||||||||||||||||
| Total operating costs | $ | 76,974 | $ | 84,345 | $ | (7,371) | (9) | % | $ | 223,392 | $ | 247,964 | $ | (24,572) | (10) | % | |||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, Outside services costs decreased compared to the three and nine months ended September 30, 2025, due to a decrease of $4.3 million and $20.5 million, respectively, associated with third-party media fees driven by a corresponding decrease in revenues. The decrease for the nine months ended September 30, 2026, was partially offset by an increase of $2.4 million, mainly due to costs associated with outsourcing initiatives.
For the three and nine months ended September 30, 2026, Compensation and benefits costs decreased compared to the three and nine months ended September 30, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives.
For the three and nine months ended September 30, 2026, Other costs decreased compared to the three and nine months ended September 30, 2025, primarily due to a reduction in lease expense associated with downsizing our facilities footprint.
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Selling, general and administrative expenses
The following table provides the breakout of Selling, general and administrative expenses for the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 18,680 | $ | 18,305 | $ | 375 | 2 | % | $ | 53,771 | $ | 56,484 | $ | (2,713) | (5) | % | |||||||||||||||||||||||||||||||
| Outside services and other | 2,749 | 1,988 | 761 | 38 | % | 7,612 | 6,410 | 1,202 | 19 | % | |||||||||||||||||||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 21,429 | $ | 20,293 | $ | 1,136 | 6 | % | $ | 61,383 | $ | 62,894 | $ | (1,511) | (2) | % | |||||||||||||||||||||||||||||||
For the nine months ended September 30, 2026, Compensation and benefits costs decreased compared to the nine months ended September 30, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives.
For the three and nine months ended September 30, 2026, Outside services and other costs increased compared to the three and nine months ended September 30, 2025, primarily due to higher miscellaneous expenses. In addition, the increase for the nine months ended September 30, 2026, was partially offset by lower bad debt expense of $0.7 million.
Key performance indicators
A key performance indicator ("KPI") is generally defined as a quantifiable measurement or metric used to gauge performance, specifically to help determine strategic, financial, and operational achievements, especially compared to those of similar businesses.
We define Digital-only ARPU as digital-only subscription average monthly revenues divided by the average digital-only paid subscriptions within the respective period. We define Core platform ARPU as core platform average monthly revenues divided by average monthly customer count within the period. We define Core platform revenues as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.
Management believes Digital-only ARPU, Core platform ARPU, digital-only paid subscriptions, Core platform revenues and core platform average customer count are KPIs that offer useful information in understanding consumer behavior, trends in our business, and our overall operating results. Management utilizes these KPIs to track and analyze trends across our segments.
The following tables provide information regarding certain KPIs for the USA TODAY Media, Newsquest and LocaliQ segments:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands, except ARPU | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Digital-only ARPU: | |||||||||||||||||||||||||||||||||||||||||||||||
| USA TODAY Media | $ | 11.45 | $ | 9.03 | $ | 2.42 | 27 | % | $ | 11.07 | $ | 8.03 | $ | 3.04 | 38 | % | |||||||||||||||||||||||||||||||
| Newsquest | $ | 5.76 | $ | 6.08 | $ | (0.32) | (5) | % | $ | 5.74 | $ | 5.93 | $ | (0.19) | (3) | % | |||||||||||||||||||||||||||||||
USA TODAY Co. | $ | 10.82 | $ | 8.80 | $ | 2.02 | 23 | % | $ | 10.51 | $ | 7.88 | $ | 2.63 | 33 | % | |||||||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| In thousands, except ARPU | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | |||||||||||||||||||||||||||||||||||||||
LocaliQ Core platform: | |||||||||||||||||||||||||||||||||||||||||||||||
| Core platform revenues | $ | 105,362 | $ | 113,959 | $ | (8,597) | (8) | % | $ | 311,007 | $ | 339,052 | $ | (28,045) | (8) | % | |||||||||||||||||||||||||||||||
| Core platform ARPU | $ | 2,996 | $ | 2,828 | $ | 168 | 6 | % | $ | 2,899 | $ | 2,672 | $ | 227 | 8 | % | |||||||||||||||||||||||||||||||
| Core platform average customer count | 11.7 | 13.4 | (1.7) | (13) | % | 11.9 | 14.1 | (2.2) | (16) | % | |||||||||||||||||||||||||||||||||||||
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As of September 30, | |||||||||||||||||
| In thousands | 2026 | 2025 | % Change | ||||||||||||||
| Digital-only paid subscriptions: | |||||||||||||||||
| USA TODAY Media | 1,236 | 1,452 | (15) | % | |||||||||||||
| Newsquest | 160 | 139 | 15 | % | |||||||||||||
Total USA TODAY Co. | 1,396 | 1,591 | (12) | % | |||||||||||||
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:
| Nine months ended September 30, | |||||||||||
| In thousands | 2026 | 2025 | |||||||||
| Cash provided by operating activities | $ | 71,298 | $ | 71,026 | |||||||
| Cash (used for) provided by investing activities | (31,774) | 17,619 | |||||||||
| Cash used for financing activities | (60,536) | (120,706) | |||||||||
| Effect of currency exchange rate change on cash | (822) | (1,302) | |||||||||
| Decrease in cash, cash equivalents and restricted cash | $ | (21,834) | $ | (33,363) | |||||||
Cash flows provided by operating activities: Our largest source of cash provided by operating activities is 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.
Cash flows provided by operating activities were $71.3 million for the nine months ended September 30, 2026, compared to $71.0 million for the nine months ended September 30, 2025. The increase in cash flows provided by operating activities was primarily due to a decrease in cash paid for interest, a decrease in severance payments and a decrease in contributions to our pension and other postretirement benefit plans, partially offset by lower cash receipts related to deferred revenues and an increase in cash paid for taxes.
Cash flows (used for) provided by investing activities: Cash flows used for investing activities were $31.8 million for the nine months ended September 30, 2026, compared to cash flows provided by investing activities of $17.6 million for the nine months ended September 30, 2025. The change in cash flows (used for) provided by investing activities was primarily due to the decrease in proceeds from the sale of real estate and other non-strategic assets of $48.0 million.
Cash flows used for financing activities: Cash flows used for financing activities were $60.5 million for the nine months ended September 30, 2026, compared to $120.7 million for the nine months ended September 30, 2025. The decrease in cash flows used for financing activities was primarily due to the decrease in repayments of long-term debt of $76.6 million, net of borrowings, and the absence of the 2027 Notes repurchase of $14.6 million in April 2025, partially offset by a payment made to a former partner of $28.5 million in connection with an equity transaction in which we retained control of the business both before and after the transfer.
Debt
As of September 30, 2026, the carrying value of our outstanding debt totaled $934.0 million, which consisted of $693.5
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million related to our 2029 Term Loan Facility, $217.6 million related to our 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes"), and $22.9 million related to our 6.000% Senior Secured Convertible Notes due 2027 (the "2027 Notes").
On January 23, 2026, the 2029 Term Loan Facility was amended (the "2029 Term Loan Amendment") in connection with the Company's transfer of The Detroit News from MediaNews Group, which was completed on January 31, 2026.
On September 28, 2026, the Company received a waiver from certain lenders of its 2029 Term Loan Facility and certain holders of its 2031 Notes to permit the Company to enter into strategic agreements with Lee Enterprises. On September 28, 2026, the Company completed the Lee Transactions.
As a result of the 2029 Term Loan Amendment, the 2029 Term Loan Facility bears interest at an annual rate equal, at the Borrower's option, to either (i) an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 3.50% per annum or (ii) Adjusted Term SOFR (which shall be no less than 1.50%) plus a margin equal to 4.50% per annum. In addition, the 2029 Term Loan Facility is amortized at a rate of $17.7 million per quarter, with a payment holiday for the first quarter of 2026.
We are required to repay the 2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024). The 2029 Term Loan Facility will mature on October 15, 2029 and is freely prepayable without penalty, except as amended in the 2029 Term Loan Amendment to include a 1.00% prepayment premium payable in connection with any prepayment of the 2029 Term Loan Facility using either (i) the proceeds received by the Company or any of its subsidiaries from the civil action filed by the Company on June 20, 2023 against Google LLC and Alphabet Inc. or any other judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action with an aggregate amount of proceeds received in excess of $50.0 million or (ii) the proceeds of indebtedness incurred by the Company or any of its subsidiaries for the purposes of refinancing all or substantially all the 2029 Term Loan Facility.
For the three and nine months ended September 30, 2026, we made payments of $17.7 million and $39.4 million, respectively, including quarterly amortization payments, under the 2029 Term Loan Facility, which was classified as financing activities in the Consolidated statements of cash flows.
Interest on the 2027 Notes and 2031 Notes is payable semi-annually in arrears, and the 2027 Notes and 2031 Notes mature on December 1, 2027, and December 1, 2031, respectively, unless earlier repurchased or converted. The 2027 Notes and 2031 Notes may be converted at any time by the Holders 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 2031 Notes, respectively, which is equal to a conversion price of $5.00 per share of Common Stock (the "Conversion Price"). For the nine months ended September 30, 2026, 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 September 30, 2026, we were in compliance with all such covenants and obligations.
Refer to Note 6 — Debt in the notes to the condensed consolidated financial statements for additional discussion regarding our debt.
Additional information
We continue to evaluate our results of operations, liquidity and cash flows, and as part of these measures, we have taken steps to manage cash outflow by rationalizing expenses and implementing various cost management initiatives. We do not presently pay a quarterly dividend and there can be no assurance that we will pay dividends in the future. In addition, the terms of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have terms that restrict our ability to pay dividends.
Our Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of our Common Stock. Repurchases may be made from time to time through open market purchases or privately negotiated
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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 three and nine months ended September 30, 2026, we did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2026, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company expects to resume repurchases of Common Stock under the Stock Repurchase Program during the fourth quarter of 2026, subject to market conditions and other relevant factors.
We expect our capital expenditures for the remainder of 2026 to total approximately $18 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.
CRITICAL ACCOUNTING ESTIMATES
See our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of our critical accounting policies and use of estimates. There have been no material changes to our critical accounting policies and use of estimates discussed in such report.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes during the quarter ended September 30, 2026, to the information disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of our Form 10-K for the fiscal year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings may be found in Note 11 — Commitments, contingencies, and other matters — Legal proceedings of the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
The following table provides information regarding shares withheld from our employees to satisfy certain tax obligations in connection with the vesting of restricted stock awards during the three months ended September 30, 2026. The shares of common stock withheld to satisfy tax withholding obligations may be deemed purchases of such shares required to be disclosed pursuant to this Item 2. We did not repurchase any of our equity securities in the open market during the three months ended September 30, 2026.
| In thousands, except per share amounts | Total number of shares purchased (a) | Average price paid per share (a) | Total number of shares purchased as part of publicly announced program (b) | Maximum approximate dollar value of shares that may yet be purchased under the Stock Repurchase Program (b) | ||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | — | ||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 544 | $ | 8.36 | — | $ | — | ||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | — | $ | — | — | $ | — | ||||||||||||||||||||
| Total | 544 | $ | 8.36 | — | $ | — | ||||||||||||||||||||
(a)Represents shares of Common Stock withheld pursuant to the 2023 Stock Incentive Plan to cover employee tax-withholding obligations upon vesting of restricted stock awards in the third quarter of 2026. Amounts in the average price paid per share column reflect the weighted average price for shares withheld in satisfaction of these tax-withholding obligations.
(b)The Company's Board of Directors has authorized the repurchase of up to $100 million of Common Stock (the "Stock Repurchase Program"). 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. During the three months ended September 30, 2026, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2026, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company expects to resume repurchases of Common Stock under the Stock Repurchase Program during the fourth quarter of 2026, subject to market conditions and other relevant factors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
This item is not applicable.
ITEM 5. OTHER INFORMATION
See Note 14 (Subsequent Events) under Part I (Financial Information), Item No. 1 (Financial Statements (Unaudited)).
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), adopted terminated
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ITEM 6. EXHIBITS
| Exhibit Number | Description | Location | ||||||||||||
| 10.1 | Form of USA TODAY Co., Inc. Employee Performance Stock Unit Grant Agreement (2023 Stock Incentive Plan)* | |||||||||||||
| 10.2 | Form of USA TODAY Co., Inc. Employee Restricted Stock Unit Grant Agreement (2023 Stock Incentive Plan)* | |||||||||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | |||||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | |||||||||||||
| 32.1 | Section 1350 Certification of Principal Executive Officer. | |||||||||||||
| 32.2 | Section 1350 Certification of Principal Financial Officer. | |||||||||||||
| 101 | The following financial information from USA TODAY Co., Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income; (iii) Condensed Consolidated Statements of Cash Flow; (iv) Condensed Consolidated Statements of Equity; and (v) Notes to Condensed Consolidated Financial Statements | Attached. | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) | Attached. | ||||||||||||
| * | Management contract or compensatory plan or arrangement. | |||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 5, 2026 | USA TODAY CO., INC. | ||||
/s/ Trisha M. Gosser | |||||
| Trisha M. Gosser | |||||
| Chief Financial Officer | |||||
| (On behalf of the Registrant and as principal financial officer) | |||||
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Exhibit 10.1
USA TODAY CO., INC.
EMPLOYEE PERFORMANCE STOCK UNIT GRANT AGREEMENT
THIS EMPLOYEE PERFORMANCE STOCK UNIT GRANT AGREEMENT (this “Agreement”) is made as of [Grant Date], by and between USA TODAY Co., Inc., a Delaware corporation (the “Company”), and [Grantee Name] (the “Grantee”).
WHEREAS, the Company has adopted the 2023 Stock Incentive Plan (the “Plan”); and
WHEREAS, the Plan allows for the grant of Restricted Stock Units conditioned upon the attainment of specific performance objectives, as determined by the Committee, to employees of the Company and its Affiliates.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1.Grant of Performance Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an award (the “Award”) of Performance Stock Units (“PSUs”) with respect to [Number of PSUs Granted] PSUs (the “Number of PSUs at Target”). Each PSU represents the right to receive one (1) share of Common Stock, subject to vesting as provided herein.
2.Grant Date. The grant date of the Award hereby granted is [Grant Date] (the “Grant Date”).
3.Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board or the Committee, shall govern. Unless otherwise indicated herein, all capitalized terms that are used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.
4.Performance Criteria. The performance criteria and metrics for the Award shall be based on the Company’s achievement of Total Adjusted EBITDA (30% weighting), Total Digital Revenues (40% weighting), and Free Cash Flow (30% weighting), with three one calendar-year cycles against goals to be approved by the Committee, with objectives established at the beginning of each one calendar-year cycle (each, a “Cycle”), and with one-third of the Number of PSUs at Target subject to each Cycle. Unless the Committee determines otherwise for a Cycle, the performance criteria and metrics shall provide for payment of 100% of target for achieving target goals, 50% of target for achieving threshold goals, 120% of target for achieving maximum (or greater) goals, and no payout for achievement below threshold goals. The number of PSUs that are eligible to vest in accordance with Section 5 of this Agreement shall be determined by calculating the Total Adjusted EBITDA, Total Digital Revenues, and Free Cash Flow for each Cycle and comparing it to the Total Adjusted EBITDA, Total Digital Revenues, and Free Cash Flow performance criteria and metrics established by the Committee for such Cycle, and multiplying the performance multiplier resulting from such comparison by the Number of PSUs at Target allocated to such Cycle (the “Number of PSUs Eligible to Vest”). If the Total Adjusted
EBITDA, Total Digital Revenues, or Free Cash Flow is between two points of the applicable performance criteria and metrics, then the performance multiplier used to determine the Number of PSUs Eligible to Vest shall be determined by linear interpolation.
5.Vesting.
(a)If the Grantee remains in continuous service as an employee of the Company or its Affiliates through the third anniversary of the Grant Date (the “Vesting Date”), then the Grantee will vest in the aggregate of the Number of PSUs Eligible to Vest for each Cycle determined in accordance with Section 4 of this Agreement based on the achievement of the Total Adjusted EBITDA, Total Digital Revenues, and Free Cash Flow performance criteria and metrics for the Cycles.
(b)If the Grantee’s employment with the Company or its Affiliates is terminated prior to the Vesting Date either by the Company or an Affiliate without Cause (except for a termination without Cause pursuant to Section 5(c) of this Agreement), or as a result of the Grantee’s death or Disability, then the Grantee will immediately vest in a number of PSUs equal to the sum of the following:
i.for any Cycle that was completed on or prior to the date of termination, the Number of PSUs Eligible to Vest for such Cycle determined in accordance with Section 4 of this Agreement based on actual performance for such Cycle;
ii.for any Cycle that commenced but was not completed on or prior to the date of termination, an amount equal to the product of (x) the Number of PSUs at Target allocated to such Cycle, regardless of actual performance for such Cycle, and (y) a fraction, the numerator of which is the number of days elapsed between the first day of such Cycle and the date of termination, inclusive of the first day of the Cycle, and the denominator of which is the total number of days in such Cycle; and
iii.for any Cycle which commences after the date of termination, no amount shall be included.
(c)In the event of a Change in Control, (1) if the Grantee’s employment with the Company or its Affiliates is terminated by the Company or an Affiliate without Cause prior to the Vesting Date within two years following a Change in Control, or (2) if the acquirer or surviving entity (or parent of such acquirer or surviving entity) in connection with a Change in Control does not agree to the assumption or substitution of the PSUs in accordance with the terms of the Plan, as in effect as of the Grant Date, then the Grantee will immediately vest in a number of PSUs equal to the sum of the following:
iv.for any Cycle that was completed on or prior to the date of termination, the Number of PSUs Eligible to Vest for such Cycle determined in accordance with Section 4 of this Agreement based on actual performance for such Cycle; and
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v.for any Cycle which was not completed on or prior to the date of termination or commences after the date of termination, the Number of PSUs at Target allocated to such Cycle, regardless of actual performance for such Cycle, without proration.
If the Grantee’s employment with the Company or its Affiliates is terminated prior to the Vesting Date either by the Company or an Affiliate for Cause, then all outstanding PSUs, whether vested or unvested, will immediately be forfeited without the payment of any consideration.
For purposes of this Agreement, “Cause” shall have the meaning set forth in the Company’s Key Employee Severance Plan, as in effect on the Grant Date.
6.Settlement. Subject to Sections 13 and 15 of this Agreement, any shares of Common Stock issuable in respect of the PSUs that have vested in accordance with the terms of this Agreement shall be delivered to the Grantee as soon as practicable following the applicable date of vesting, but in no event later than March 15th of the calendar year following the calendar year that includes the applicable date of vesting.
7.Forfeiture. Subject to the provisions of the Plan and Section 5 of this Agreement, PSUs which have not vested on or before the date the Grantee’s service as an employee of the Company or its Affiliates ends for any reason shall immediately be forfeited on such date.
8.Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
9.Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.
10.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
11.Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of
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the Board, or a Committee thereof, in respect of the Plan, this Agreement and the PSUs shall be final and conclusive.
12.Non-Transferability. The PSUs awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. Any purported Transfer of PSUs or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company. If any prohibited Transfer, whether voluntary or involuntary, of the PSUs is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the PSUs, the Grantee’s right to such PSUs shall be immediately forfeited to the Company, and this Agreement shall be null and void.
13.Taxes. The Grantee may be required, as a condition to the delivery of any shares of Common Stock relating to the PSUs, to pay to the Company, in cash, the amount of any applicable withholding taxes in respect thereof. The Company shall be entitled to take such other action as the Company deems necessary or appropriate to satisfy all obligations for the payment of such withholding taxes, including, solely in the Committee’s discretion, the withholding of shares of Common Stock with a maximum aggregate Fair Market Value equal to such amount of taxes required to be withheld, determined based on the greatest statutory withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the PSUs granted hereunder, as determined by the Company.
14.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.
15.Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Grantee if such transfer, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time).
16.Notices. All notices or other communications provided hereunder must be in writing and mailed or delivered either (a) to the Company at its principal place of business or (b) to the Grantee at the address on file with the Company, or such other address as the Company or the Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (i) upon delivery if delivered in person, (ii) on the next business day if transmitted by national overnight courier; and (iii) on the fourth business day following mailing by registered or certified mail, postage prepaid.
17.Agreement Not a Contract for Services. Neither the Plan, the granting of the PSUs, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any of its Affiliates for any period of time or at any specific rate of compensation.
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18.Representations. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
19.Amendments; Construction. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without the Grantee’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
20.Adjustments. Pursuant to Section 11.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, reverse stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to stockholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustments to the class and number of shares subject to the Award (provided that the number of shares of any class subject to the Award shall always be a whole number), as may be determined to be appropriate by the Committee and such adjustments shall be final, conclusive and binding for all purposes.
21.No Stockholder Rights. The Grantee shall have no rights of a stockholder (including voting rights or the right to distributions or dividends) until shares of Common Stock are delivered to the Grantee following vesting of the PSUs.
22.Section 409A. The Award is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance issued thereunder (collectively, “Section 409A”), under the short-term deferral exemption described in Section 1.409A-1(b)(4) of the Treasury Regulations, and this Agreement shall be interpreted and administered consistent with such intention. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from or complies with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.
23.Discretionary Plan; Employment. The Plan is discretionary in nature and may be varied, suspended or terminated by the Company at any time and for any reason. With respect to the Plan, (a) each grant of an Award is a one-time benefit which does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Awards shall be granted, the number of shares subject to Awards, the payment dates and the vesting dates, will be at the sole discretion of the Company; (c) the Grantee’s participation in the Plan shall not create a right to further employment and shall not interfere with the ability of the employer to terminate the Grantee’s employment relationship at any time with
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or without cause; (d) notwithstanding the foregoing or any other provision of the Plan or this Agreement, the Grantee’s participation in the Plan shall not create an employment relationship between the Grantee and the Company, and the Plan and this Agreement do not constitute all or any part of any employment agreement; (e) participation in the Plan is voluntary; (f) the Award is not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; (g) the Grantee waives any and all rights to compensation or damages in consequence of the termination of the Grantee’s employment or office holding for any reason whatsoever (whether or not such termination is wrongful or unfair) insofar as those rights arise or may arise from the Grantee ceasing to have rights under this Agreement as a result of such termination; and (h) the future value of the Award is unknown and cannot be predicted with certainty.
24.Clawback Policy. Notwithstanding any other provision of this Agreement to the contrary, any shares of Common Stock issued hereunder, and/or any amount received with respect to any sale of any such shares of Common Stock, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Detrimental Conduct Recoupment Policy, the Company’s Policy for the Recovery of Erroneously Awarded Compensation, as well as any other recoupment or similar policy, if any, that the Company may adopt from time to time (collectively, the “Policies”). The Grantee agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies that may apply to the Grantee; and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies or applicable law without further consent or action being required by the Grantee. To the extent that the terms of this Agreement and any Policy conflict, then the terms of the Policy shall prevail.
[Signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
USA TODAY CO., INC.
_____________________________
By:
Title:
Acknowledged and Accepted:
_____________________________
[Grantee Name]
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Exhibit 10.2
USA TODAY CO., INC.
EMPLOYEE RESTRICTED STOCK UNIT GRANT AGREEMENT
THIS EMPLOYEE RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”) is made as of [Grant Date], by and between USA TODAY Co., Inc., a Delaware corporation (the “Company”), and [Grantee Name] (the “Grantee”).
WHEREAS, the Company has adopted the 2023 Stock Incentive Plan (the “Plan”); and
WHEREAS, the Plan allows for the grant of Restricted Stock Units, as determined by the Committee, to employees of the Company and its Affiliates.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an award (the “Award”) of [Number of RSUs Granted] Restricted Stock Units (“RSUs”). Each RSU represents the right to receive one (1) share of Common Stock, subject to vesting as provided herein.
2. Grant Date. The grant date of the RSUs hereby granted is [Grant Date] (the “Grant Date”).
3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board or the Committee, shall govern. Unless otherwise indicated herein, all capitalized terms that are used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.
4. Vesting. The RSUs shall vest as follows: one-third on the first anniversary of the Grant Date; one-third on the second anniversary of the Grant Date; and the remaining one-third on the third anniversary of the Grant Date; provided that, with respect to each vesting date, the Grantee remains in continuous service as an employee of the Company or its Affiliates through the applicable vesting date. Notwithstanding the foregoing, in the event that the Grantee’s service as an employee of the Company or its Affiliates ends on account of the Grantee’s death or Disability at any time, all unvested RSUs not previously forfeited shall immediately vest on the date such service ends.
5. Settlement. Subject to Sections 12 and 14 of this Agreement, any shares of Common Stock issuable in respect of the RSUs that have vested in accordance with the terms of this Agreement shall be delivered to the Grantee as soon as practicable following the applicable date of vesting, but in no event later than March 15th of the calendar year following the calendar year that includes the applicable date of vesting.
6. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, RSUs which have not vested on or before the date the Grantee’s service as an employee of the Company or its Affiliates ends for any reason shall immediately be forfeited on such date.
7. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
8. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.
9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
10. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and the RSUs shall be final and conclusive.
11. Non-Transferability. The RSUs awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. Any purported Transfer of RSUs or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company. If any prohibited Transfer, whether voluntary or involuntary, of the RSUs is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the RSUs, the Grantee’s right to such RSUs shall be immediately forfeited to the Company, and this Agreement shall be null and void.
12. Taxes. The Grantee may be required, as a condition to the delivery of any shares of Common Stock relating to the RSUs, to pay to the Company, in cash, the amount of any applicable withholding taxes in respect thereof. The Company shall be entitled to take such other action as the Company deems necessary or appropriate to satisfy all obligations for the payment of such withholding taxes, including, solely in the Committee’s discretion, the withholding of shares of Common Stock with a maximum aggregate Fair Market Value equal to such amount of taxes required to be withheld, determined based on the greatest statutory withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized
2
without creating adverse accounting treatment with respect to the RSUs granted hereunder, as determined by the Company.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.
14. Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Grantee, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time).
15. Notices. All notices or other communications provided hereunder must be in writing and mailed or delivered either (a) to the Company at its principal place of business or (b) to the Grantee at the address on file with the Company, or such other address as the Company or the Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (i) upon delivery if delivered in person; (ii) on the next business day if transmitted by national overnight courier; and (iii) on the fourth business day following mailing by registered or certified mail, postage prepaid.
16. Agreement Not a Contract for Services. Neither the Plan, the granting of the RSUs, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any of its Affiliates for any period of time or at any specific rate of compensation.
17. Representations. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
18. Amendments; Construction. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without the Grantee’s consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.
19. Adjustments. Pursuant to Section 11.1 of the Plan, in the event of any change in the outstanding shares of Common Stock of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, reverse stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to stockholders other than a normal cash dividend, partial or complete liquidation of the Company or other extraordinary or unusual event, the Committee shall make such adjustments to the class and number of shares subject to the Award (provided that the number of shares of any class subject to the Award shall always be a whole number), as may be determined to be appropriate by the Committee and such adjustments shall be final, conclusive and binding for all purposes.
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20. No Stockholder Rights. The Grantee shall have no rights of a stockholder (including voting rights or the right to distributions or dividends) until shares of Common Stock are delivered to the Grantee following vesting of the RSUs.
21. Section 409A. The Award is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance issued thereunder (collectively, “Section 409A”), under the short-term deferral exemption described in Section 1.409A-1(b)(4) of the Treasury Regulations, and this Agreement shall be interpreted and administered consistent with such intention. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from or complies with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.
22. Discretionary Plan; Employment. The Plan is discretionary in nature and may be varied, suspended or terminated by the Company at any time and for any reason. With respect to the Plan, (a) each grant of an Award is a one-time benefit which does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Awards shall be granted, the number of shares subject to Awards, the payment dates and the vesting dates, will be at the sole discretion of the Company; (c) the Grantee’s participation in the Plan shall not create a right to further employment and shall not interfere with the ability of the employer to terminate the Grantee’s employment relationship at any time with or without cause; (d) notwithstanding the foregoing or any other provision of the Plan or this Agreement, the Grantee’s participation in the Plan shall not create an employment relationship between the Grantee and the Company, and the Plan and this Agreement do not constitute all or any part of any employment agreement; (e) participation in the Plan is voluntary; (f) the Award is not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; (g) the Grantee waives any and all rights to compensation or damages in consequence of the termination of the Grantee’s employment or office holding for any reason whatsoever (whether or not such termination is wrongful or unfair) insofar as those rights arise or may arise from the Grantee ceasing to have rights under this Agreement as a result of such termination; and (h) the future value of the Award is unknown and cannot be predicted with certainty.
23. Clawback Policy. Notwithstanding any other provision of this Agreement to the contrary, any shares of Common Stock issued hereunder, and/or any amount received with respect to any sale of any such shares of Common Stock, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Detrimental Conduct Recoupment Policy, the Company’s Policy for the Recovery of Erroneously Awarded Compensation, as well as any other recoupment or similar policy, if any, that the Company may adopt from time to time (collectively, the “Policies”). The Grantee agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies that may apply to the Grantee; and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies or applicable law without further
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consent or action being required by the Grantee. To the extent that the terms of this Agreement and any Policy conflict, then the terms of the Policy shall prevail.
[Signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
USA TODAY CO., INC.
_____________________________
By:
Title:
Acknowledged and Accepted:
_____________________________
[Grantee Name]
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Michael E. Reed, certify that:
1.I have reviewed this quarterly report on Form 10-Q of USA TODAY Co., Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026 | ||
/s/ Michael E. Reed | ||
| Michael E. Reed | ||
President and Chief Executive Officer (principal executive officer) | ||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Trisha M. Gosser, certify that:
1.I have reviewed this quarterly report on Form 10-Q of USA TODAY Co., Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026 | ||
/s/ Trisha M. Gosser | ||
| Trisha M. Gosser | ||
Chief Financial Officer (principal financial officer) | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of USA TODAY Co., Inc. (“USA TODAY Co.”) on Form 10-Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Reed, President and Chief Executive Officer of USA TODAY Co., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USA TODAY Co.
/s/ Michael E. Reed | ||
Michael E. Reed
President and Chief Executive Officer (principal executive officer)
November 5, 2026
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of USA TODAY Co., Inc. (“USA TODAY Co.”) on Form 10-Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trisha M. Gosser, Chief Financial Officer of USA TODAY Co., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USA TODAY Co.
/s/ Trisha M. Gosser | ||
Trisha M. Gosser
Chief Financial Officer (principal financial officer)
November 5, 2026