Gannett Co Inc

Overview

Gannett Co., Inc. ("Gannett", "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. We seek to inspire, inform, and connect

audiences as a sustainable, growth focused media and digital marketing solutions company. Through our trusted brands,

including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and local media organizations,

including 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 high-quality, trusted content with a commitment to balanced, unbiased journalism, where

and when consumers want to engage. We prioritize a digital-first strategy, focusing on audience growth and engagement while

diversifying revenue streams. Our digital marketing solutions brand, LocaliQ, supports small and medium-sized businesses

("SMBs") with innovative digital marketing products and solutions. Our mission remains to inspire, inform, and connect

communities while driving sustainable growth for our customers, advertisers, partners, and shareholders.

We report inthree segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also

have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and

includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology,

as well as other general business costs. A full description of our reportable segments is included in Note 14 — Segment

reporting in the notes to the Consolidated financial statements.

We have prioritized growing digital revenues by expanding our reach and engagement with customers across markets and

diversifying digital revenues through meaningful monetization streams. In 2024, total digital revenues, which includes Digital

advertising revenues, Digital marketing services revenues, Digital-only subscription revenues, and Other Digital revenues,

including digital content syndication, affiliate and content partnerships, and licensing revenues, grew to$1.1 billion, or 44% of

our total revenues. As of December 31, 2024, we had approximatelytwo million paid digital-only subscriptions, which

outnumbered our print subscriptions. Our U.S. media network, which includes USA TODAY and our domestic network of local

properties, averaged approximately 140 million(a)unique visitors monthly during 2024 to our digital platforms. In the U.K.,

Newsquest is a publishing and digital leader with a network of websites that averaged approximately 53 million(b) unique

visitors monthly during 2024. In total, we averaged 193 million(a)(b) unique visitors across both the Domestic Gannett Media and

Newsquest segments during 2024.

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

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

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

Strategy

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

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

diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by what we believe is a stable and

increasingly agile foundation which we continue to optimize as the business and industry evolves. We believe our strategy will

allow us to continue our evolution to a sustainable, growth-focused media and digital marketing solutions company.

Foundation for ongoing growth

We continue to optimize and improve our infrastructure – through ongoing systems consolidations and migrations,

improving process workflows, leveraging evolving technology, and ensuring we have the synergy across the organization

expected to deliver the stabilization required to fuel our plan into the future. We also continue to invest in our people and in the

skills needed to support our future aims and to retain our talent by remaining an attractive place to work.

Three operating pillars

Expand reach and engagement with our customer segments

We believe that a key to our ongoing growth is expanding our base – including clients in our DMS segment and audience

in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.

As of December 31, 2024, we have builtone of the largest digital audiences in the U.S. media sector, both locally and

nationally. For both the Domestic Gannett Media and Newsquest segments, we seek to continue to strengthen the connection

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

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

In our DMS segment, we seek to enhance our customer acquisition efforts by targeting client profiles and broadening our

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

solutions that meet the evolving needs of our clients.

Diversify digital revenues

We expect to continue to expand the ways that we grow digital revenues through creating a diverse portfolio of meaningful

digital revenue streams and employing a holistic monetization strategy that maximizes revenue opportunities across the

spectrum and tailors such opportunities based on individual consumer habits.

Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, approximately 193

million(a)(b) unique monthly visitors during 2024, capitalizing on every interaction. Each interaction is an opportunity to present

a digital advertising offering, a digital-only subscription, an e-commerce opportunity, or to reach consumers more broadly who

access our content via our paid syndication partners. By optimizing our interactions with readers, we aim to fully leverage our

digital portfolio of products and maximize the overall revenue opportunity while providing each consumer with a meaningful

experience.

Likewise, our digital marketing solutions business is focused on optimizing and expanding our core digital marketing

services products and solutions while enhancing our portfolio with an Artificial Intelligence ("AI") powered software solution,

which we expect to increase our addressable market, improve retention, and increase Core platform revenues. Refer to "Key

Performance Indicators" below for further discussion of Core platform revenues.

Strengthen our capital structure

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

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

health.

Domestic Gannett Media Segment

Our Domestic Gannett Media segment is comprised of USA TODAY, daily and weekly content brands in approximately

220 local U.S. markets across 43 states and our community events business, USA TODAY NETWORK Ventures. As of

December 31, 2024, we operated over 330 digital news and media brands across our portfolio.

Our core offerings include:

•Digital: digital-only subscriptions for local brands, USA TODAY, sports, and games. Subscribers also receive E-

Newspapers, offering digital replicas of print editions with additional features, such as article sharing and access to

archived editions; and

•Print: home delivery offered on a subscription basis ("home delivery"), single copy, and non-daily publications (i.e.,

shoppers and niche publications).

We aim to engage more than 130 million monthly digital and print consumers through evolving digital strategies, and

optimizing product types to balance consumer and advertiser needs. The number of products within each publication type shifts

regularly as we identify opportunities to best serve consumer and advertiser needs.

Approximately 85% of our daily media brands domestically have been published for more than 100 years. We believe the

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

foundation of reader loyalty and a highly-recognized media brand name in each community we serve. Our trusted brands, which

includes USA TODAY, are powered by an integrated and award-winning news organization, which as of December 31, 2024,

comprised of approximately 3,100 journalists with deep roots in approximately 220 local communities.

The scale of our consumer audience across the Domestic Gannett Media segment, combined with a full funnel suite of

products, makes us an attractive marketing partner to various local and national businesses trying to reach consumers. We reach

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

We are the leading news media publisher in the U.S. in terms of circulationand have the largest digital audience in the News

and Information category, excluding news aggregators, based on the December 2024 Comscore Media Metrix® Desktop +

Mobile. Per those metrics, our content reaches more people digitally than Fox News Media, CNN Network, New York Times

Digital, or WashingtonPost.com(a).

During 2024, our U.S. media network, which includes USA TODAY and our network of local properties, had a total digital

audience of approximately 140 million(a)monthly unique visitors, on average. In addition, during 2024, the combined average

daily print readership was approximately 2.6 million on Sunday and 2.3 million daily Monday through Saturday, primarily

driven by our domestic local property network and to a lesser extent, USA TODAY.

Domestic Gannett Media segment revenues

The Domestic Gannett Media segment primarily generates revenue through subscriptions to our print and digital products,

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

and distribution. The Domestic Gannett Media segment is focused on monetizing its digital audience, through multiple digital

revenue touchpoints, such as digital subscriptions, digital content syndication, affiliate and content partnerships, digital

advertising leveraging both first and third-party data, and new product offerings. We are focused on growing digital revenues

through a balanced, multi-point monetization strategy while maintaining a robust print base with subscription models and

innovative delivery methods, such as same day mail.

Our advertising teams employ a multi-product, platform, and location approach to advertising sales. With local market

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

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

of advertisers, from small local businesses to complex national brands. As advertisers navigate the challenges of managing

media budgets and reaching shifting audiences, we provide trusted expertise, access to wide ranging audiences, a nationally

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

every stage of the purchase path.

Digital revenues

Digital revenues at the Domestic Gannett Media segment were$692.7 million in 2024 compared to$641.7 million in 2023,

which represented 36% of total Domestic Gannett Media segment revenues in 2024, up from 31% in 2023.

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

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

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

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

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

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

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

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

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

websites.

•Digital-only subscription offerings reflect the digital distribution of our publications.

•Digital other revenues are mainly derived from digital content syndication, affiliate and content partnerships and

licensing revenues.

Growing total digital revenues remains one of our top priorities, including a focus on growing paid digital-only

subscription revenues. We have focused our efforts on maximizing the total digital revenue of each unique visitor, employing a

holistic approach to monetization. As of December 31, 2024, our targeted subscription acquisition efforts resulted in

approximately 2.0 million paid digital-only subscriptions. We are focused on acquiring highly engaged, long-term, profitable

subscribers, as well as extending the subscribers lifetime value. As a result of this strategy, in 2024 weincreased Digital-only

average revenue per user ("Digital-only ARPU") by 21.2% compared to 2023. Refer to "Key Performance Indicators" in

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

Digital-only ARPU.

Print and commercial revenues

Print and commercial revenues at the Domestic Gannett Media segment were$1.2 billion in 2024, compared to$1.5 billion

in 2023, which represented 64% of total Domestic Gannett Media segment revenues in 2024, down from 69% in 2023, making

it our single largest revenue category in 2024.

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

commercial and other. Below are descriptions of the categories:

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

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

•Print circulation reflects the sale of both home delivery and single copy sales of our publications.

•Commercial and other reflects revenues generated from commercial printing and distribution arrangements, and

revenues from our events business.

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

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

variables. As of December 31, 2024, we had approximately 1.0 million print subscribers.

In the U.S. local markets, print circulation revenue is largely subscription based, with approximately 85% of print

circulation revenues derived from home delivery subscriptions in 2024. In addition to the subscription model in our U.S. local

markets, single-copy print editions continue to be sold at retail outlets and accounted for approximately 9% of daily and 14% of

Sunday net paid circulation volume in 2024. Approximately 44% of the net paid circulation volumes of USA TODAY in 2024

was generated by single-copy sales at retail outlets, vending machines, or hotels that provide copies to their guests. Net paid

circulation volumes of USA TODAY also include home and office delivery, mail, educational, and other sales.

Events

USA TODAY NETWORK Ventures, our events and promotions business, diversifies the Company's media offerings by

connecting communities through impactful experiences. In 2024, USA TODAY NETWORK Ventures hosted a variety of in-

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

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

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

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

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

Production and Distribution

As of December 31, 2024, Gannett Publishing Services ("GPS") owned and/or operated 16 production facilities. By

clustering our production resources, utilizing excess capacity for commercial work, or outsourcing where cost-beneficial, we

seek to reduce the operating costs of our publications while enhancing the quality of our small and mid-size market

publications.

GPS leverages existing assets, including employee expertise, equipment, and distribution networks, to produce print

products for Gannett and third-party customers. We aim to continue to optimize our geographic footprint to efficiently produce

and transport printed products, with daily newspaper distribution generally outsourced to independent third-party distributors.

We continuously explore lower-cost delivery options.

We continue to refine our production and distribution methods. In 2024, we converted 55 publications to same-day mail

delivery via the U.S. Postal Service in certain markets where it is viable from a customer and financial perspective. Our goal is

to reliably deliver to the consumer, and in some cases, at lower costs, as well as eliminate unprofitable distribution routes where

possible. We intend to continue to explore mail delivery in 2025.

Our Domestic Gannett Media operations and affiliated digital platforms compete with other media and digital companies

for advertising and marketing spend. Additionally, we compete for circulation and readership against other news and

information outlets and amateur content creators, some of which offer their content free of charge. Each of our publications

compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, yellow pages, radio,

outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers, and other

print and online media sources. We also increasingly compete with technology and social media companies, as well as

advertising networks and other programmatic buying channels for advertising revenues.

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

applications, social products, and AI continues to increase. There is very little barrier to entry and often limited capital

requirements for new companies to enter the market with competitive digital products. Additionally, there are times when we

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

platforms, including AI-driven platforms.

We expect the Domestic Gannett Media segment to continue to protect its audience market share and to expand its

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

development efforts, content distribution programs, acquisitions, and partnerships. Additionally, we expect the Domestic

Gannett Media segment to continue to improve its suite of advertising and marketing services products through both internal

development and partnerships.

Joint Operating Agreement

Our Domestic Gannett Media subsidiary in Detroit, Michigan is party to a partnership which is subject to and operates

under a joint operating agreement ("JOA"). Under the JOA, the partnership performs the production, sales, distribution, and

back-office functions for our subsidiary and the publisher of another publication. The term of the Detroit JOA will end as of

December 31, 2025 unless the partners reach an agreement to continue. Operating results for the Detroit JOA are fully

consolidated along with a charge for the minority partner's share of profits. Effective June 30, 2024, York Dispatch Publishing

Company withdrew as a limited partner from the JOA in York, Pennsylvania. As a result, as of June 30, 2024, the Company no

longer pays a management fee associated with the York JOA.

Major Publications and Markets we Serve

The USA TODAY NETWORK operates as a network, leveraging integrated shared support for back-office operations such

as content design and layout services, print and digital creative development, certain sales and service platforms, technology,

data, and accounting and finance. We centrally manage production and distribution across our entire newsroom network to

maximize efficiency. We also leverage a single content management platform, allowing for content sharing across our portfolio

of brands. However, we believe that it is critically important that our U.S. local property network operate at the local level and

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

The following table lists information for our major publications and their affiliated digital platforms within the listed

market in the U.S., as well as our national publication, USA TODAY, as of December 31, 2024.

(1) Print volumes are based on reported copy sales per issue for the period January 2024 through December 2024.

(2) Digital-only reflects reported subscription volumes as of December 31, 2024.

Newsquest Segment

Our Newsquest segment in the U.K. is comprised of over 210 digital news and media brands across our portfolio, including

over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2024.

Our core offerings include:

•Digital: digital-only subscriptions for local brands, magazines, and sports verticals; and

•Print: single copy, home delivery, and non-daily publications (i.e., weekly news brands, shoppers and niche

publications).

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

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

and non-daily publications throughout the U.K. As of December 31, 2024, our journalism network is powered by an integrated

and award-winning news organization comprised of approximately 500 journalists.

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

us an attractive marketing partner to various local and national businesses trying to reach consumers. In 2024, Newsquest had a

digital audience of approximately 53 million(b) monthly unique visitors, on average, with a total average print readership of

approximately 4.0 million every week.

Newsquest segment revenues

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

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

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

approximately 53 million(b)monthly unique visitors, on average, through multiple digital revenue touchpoints, such as digital

subscriptions, affiliate and content partnerships, digital advertising leveraging both first and third-party data, new product

offerings, and sports verticals. We believe this strategic focus, coupled with our unwavering commitment to delivering

engaging and essential content, will enable us to better optimize our audience and accelerate our digital revenue growth.

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

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

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

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

large, complex national brands. Our comprehensive portfolio encompasses print and digital advertising, along with digital

marketing services, designed to serve a spectrum of clients, from small local businesses to complex national brands. As

advertisers face the challenges of managing media budgets and engaging evolving audiences, we provide trusted expertise,

access to wide ranging audiences, a nationally scaled sales force, and integrated, targeted solutions. This expansive portfolio

enables us to drive influence and impact consumer behavior throughout the entire purchase journey.

Digital revenues

Digital revenues at the Newsquest segment were$79.3 million in 2024 compared to$74.9 million in 2023, which

represented 33% of total Newsquest segment revenues in 2024, up from 32% in 2023.

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

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

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

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

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

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

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

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

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

of third-party websites.

•Digital-only subscription offerings reflect the digital distribution of our publications.

•Digital other revenues are mainly derived from digital content syndication.

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

revenue categories. In 2024, our paid digital-only subscriptions grew approximately 33%, which we believe underscores the

value of our unique and essential content and reflects our ability to deliver experiences that resonate with our audience and

foster engagement. We are also focused on expanding our content offerings and enhancing our product suite to meet the needs

of our consumers and leverage our expansive organic audience. Refer to "Key Performance Indicators" below for further

discussion of digital-only subscriptions.

Print and commercial revenues

Print and commercial revenues at the Newsquest segment were$160.0 million in 2024 compared to$159.1 million in

2023, which comprised 67% of total Newsquest segment revenues, down from 68% in 2023.

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

and other. Below are descriptions of the categories:

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

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

•Print circulation reflects the sale of both home delivery and single copy sales of our publications.

•Commercial and other reflects revenues generated from commercial printing and distribution arrangements.

Production and Distribution

As of December 31, 2024, the Newsquest segment owned and/or operated four production facilities. By clustering our

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

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

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

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

The Newsquest segment operates its publishing activities in a similar manner to GPS (as described in the Domestic Gannett

Media segment discussion above), through regional and central teams to maximize the use of management, finance, printing,

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

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

market.

Our Newsquest segment operations and affiliated digital platforms compete with other media and digital companies for

advertising and marketing spend. Our operations also compete for circulation and readership against other news and

information outlets and amateur content creators, some of which offer their content free of charge. Each of our publications

compete for advertising revenues to varying degrees with traditional media outlets such as direct mail, radio, outdoor

advertising, broadcast and cable television, magazines, local, regional and national newspapers, and other print and online

media sources, including local blogs. We also compete with digital and social media companies, as well as advertising networks

and other programmatic buying channels for advertising revenues.

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

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

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

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

The Newsquest segment expects to continue to protect its audience market share and to expand its audience reach in the

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

distribution programs, acquisitions, and partnerships. Additionally, the Newsquest segment expects to continue to improve its

suite of advertising and marketing services products through both internal development and partnerships.

Circulation

The Newsquest segment has a portfolio of over 150 news and media brands and over 60 magazines, published in print and

online in the U.K., with a digital audience in 2024 averaging approximately 53 million(b) monthly unique visitors and

approximately 4.0 million total weekly average print readers. In addition to local news brands, the Newsquest segment owns the

digital businesses s1jobs and s1Homes, Exchange & Mart, and a specialist magazine business.

The following table presents information for our major local media organizations and affiliated digital platforms operated

by our Newsquest segment in the U.K. as of December 31, 2024:

(1) Print volumes are based on reported copy sales per issue for the period January 2024 through December 2024.

(2) Digital-only reflects reported subscription volumes as of December 31, 2024.

Digital Marketing Solutions Segment

Our DMS segment, operating under the brand LocaliQ, provides digital advertising and marketing products and solutions

to help local businesses succeed. Its cloud-based platform offers a suite of products and solutions for marketing automation, AI-

driven advertising optimization, and customizable reporting. LocaliQ helps businesses build online presence, drive consumer

awareness, manage leads, and measure marketing performance across multiple channels. The platform is an all-in-one suite of

products and solutions that delivers relevant marketing messages to local consumers, helps optimize marketing budgets, and

provides actionable insights to advertisers. In 2024, LocaliQ launched Customer Center powered by Dash®, an AI-powered

platform, which provides AI-generated call attributes, AI-assisted call details, and a customer interaction activity feed with AI-

generated insights.

We believe we have an advantage successfully reaching the SMBs given our scaled sales force, long-standing involvement

in and knowledge of the communities in which we operate, and vast data accumulated through decades of campaign

management. We believe we offer a lower cost of acquisition for our customers based on our extensive data and experience in

optimizing campaigns. We also believe we have the technology, the experience, and the relationships to provide best-in-class

metrics.

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

averaging 96% in 2024. In addition, we believe that ongoing investment in product and marketing, combined with sales channel

expansion, are critical to growing the number of core platform customers. As of December 31, 2024, our core platform average

customer count was approximately 14,300 at our DMS segment. Refer to "Key Performance Indicators" below for further

discussion of core platform average customer count.

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

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

seasonal fluctuations.

Products

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

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

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

powered by AI and service experts that grows and adapts with the needs of local business owners. For example, some

businesses might need to significantly improve their websites and focus on converting sales leads, while others may need to

focus on building awareness of their business and driving more leads to their site and social pages. LocaliQ identifies the

biggest opportunities and provides solutions by recommending the right mix of product platform features and measuring results.

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

•Get Found: Listings, websites and landing pages, search engine optimization and social media marketing.

•Scaling Their Business: Search engine marketing, display ads, video ads, social ads, targeted email marketing, and

custom promotions. Search engine marketing, which is recorded as Digital marketing services revenues, accounted for

68% of our DMS segment's total revenues for theyear ended December 31, 2024.

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

Distribution

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

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

Canada, New Zealand, Australia, India and the U.K. During 2024, approximately 95% of our DMS segment revenues were

generated in North America and the remaining 5% from other international markets. All DMS segment revenues are digital

revenues.

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

fragmented as there are a number of smaller companies which provide digital marketing services at highly competitive prices

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

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

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

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

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

agencies.

Government Regulation

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

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

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

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

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

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

personal information as well as laws and regulations governing the use of artificial intelligence. Data and privacy protection

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

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

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

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

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

Environmental Regulation

We are committed to its strategy of protecting the environment. Our goal is to ensure our production and distribution

facilities comply with applicable federal, state, local, and foreign environmental laws and to incorporate appropriate

environmental practices and standards in our operations. We believe we are one of the industry leaders in the use of recycled

newsprint. During 2024,12% of our domestic newsprint purchases contained recycled content, with average recycled content of

22%.

Our operations use inks, solvents, and fuels. The use, management, and disposal of certain of these substances are regulated

by environmental agencies. In addition, there is increasing attention in the U.S. and worldwide concerning the issue of climate

change and the effect of greenhouse gas emissions. We believe that understanding and managing greenhouse gas emissions are

important to effectively mitigate our impact to the environment. See "Climate Change" below.

We retain a corporate environmental legal consultant who, along with internal and outside counsel, provides advice on

regulatory compliance and preventive measures. We believe we are in substantial compliance with all applicable laws and

regulations for the protection of the environment and the health and safety of our employees based upon existing facts presently

known to us. Compliance with applicable federal, state, local, and foreign environmental laws and regulations relating to the

discharge of substances into the environment, the disposal of hazardous wastes, and other related activities has had, and will

continue to have, an impact on our operations but has been accomplished to date without having a material adverse effect on

our operations. While it is difficult to estimate the timing and ultimate costs to be incurred due to uncertainties about the status

of laws, regulations, and technology, based on information currently known to us and insurance procured with respect to certain

environmental matters, we do not expect environmental costs or contingencies to be material or to have a material adverse

effect on our financial performance. Our operations involve risks in these areas, however, and we cannot provide assurance that

we will not incur material costs or liabilities in the future which could adversely affect us. See also "Item 1A— Risk Factors"

in this Annual Report on Form 10-K.

Raw Materials

Newsprint, which is the basic raw material used in our print publications, has been and may continue to be subject to

significant price changes from time to time. During 2024, we purchased newsprint as well as other specialty paper grades from

14 domestic and global suppliers. Our total consumption was approximately 96,000 metric tons in 2024, a decrease of 16%

from 2023, which included consumption by our owned and operated print sites, third-party printing sites, and Newsquest, and

includes consumption for Gannett products as well as products printed commercially for third-parties. Newsprint capacity

reductions through the closure of mills or the conversion of paper machines to other products or grades of paper has reduced the

number of newsprint suppliers over the years. North American suppliers are becoming a larger share of the global market and

domestic and global supply are susceptible to supply chain disruptions and pricing volatility tied to economic and geopolitical

factors. The availability and price of newsprint is subject to numerous risks and uncertainties, which are described more fully

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

Macroeconomic Environment

We are exposed to certain risks and uncertainties caused by factors beyond our control, including economic and political

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

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

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

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

facility, which as of December 31, 2024, accounted for approximately 76% of our outstanding debt, as well as fluctuations in

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

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

Report on Form 10-K.

Seasonality

We experience seasonality in our revenues. The Domestic Gannett 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 DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal

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

Human Capital Resources

We believe our employees are our greatest asset and the foundation of our business is the people and employees who make

our day-to-day operations possible. Having and fostering a broad range of experiences, opinions and perspectives are core to

our shared values and form the critical pillars of how we deliver value to our customers and communities.

Enabling a positive employee experience, remains a top priority at Gannett. Aligned to our purpose, we endeavor to

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

develop new skills and capabilities. We invest in management development to enable strong team-based connections and to

support effective manager to employee dialogue. Culture building is a priority on a local, divisional and enterprise level. Our

efforts include supporting volunteer participation in our employee resource groups, with thirteen active employee resource

groups operating in the Company as of December 31, 2024. Volunteer employee resource group leaders set annual goals

utilizing a strategic "4c" model, where Career, Culture, Company, and Community objectives are set and used to determine

topics for programming and live discussions, as well as track progress and successes. Our programming and consistent

communication across our entire workforce includes intersectional employee resource group events, monthly Town Hall

meetings with our Chief Executive Officer and senior leadership, and many communication channels, including, as an example,

our bi-monthly Focused Leader guide, and our monthly Together employee newsletter, which shares strategies on topics such

as hybrid working, staying socially and professionally connected, and highlighting individual employee career progression

stories.

Throughout the year we engage employees through lifecycle milestones to maintain a clear pulse on the employee

experience. Annually, the performance review process begins with goal setting and includes structure for regular manager

feedback and coaching. We incorporate individual development plans to assist with the career growth of our employees. During

2024, there was an added focus each month on enabling management effectiveness by sharing specific programs, tools, forums,

and communications for people managers. We also have implemented a Company-wide mentor platform that allows for

targeted mentor/mentee cohorts to further enable career elevation progress.

As of December 31, 2024, we employed approximately 8,900 employees in the U.S., of which approximately 17% were

represented by labor unions, most of which were affiliated with one of seven international unions. As of December 31, 2024,

there were approximately 2,800 employees outside of the U.S., including approximately 1,900 employed by Newsquest in the

U.K. Our U.K. subsidiaries bargain withtwo unions over working practices, wages, and health and safety issues. Most of our

unionized employees work under collective bargaining agreements. As of December 31, 2024, there were approximately 66

existing collective bargaining agreements andfive bargaining units negotiating initial contracts. While we have experienced

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

Environmental, Social and Governance ("ESG") Initiatives

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

commitment to our communities. We are dedicated to ensuring that we have mindful and ethical business practices that

positively impact our world. In early 2024, we published our 2024 ESG Report detailing the progress we made on our U.N.

Sustainable Development Goals ("U.N. SDGs") that include Reduced Inequalities, Climate Action, and Peace, Justice, and

Strong Institutions. The 2024 ESG Report high lighted several key achievements, such asimprovements to our workplace

diversity, further reductions in our total paper consumption, and the successful completion of our inaugural climate disclosure

project questionnaires for climate change and forests.

Gannett is committed to ensuring our coverage is widely available, actively promoted across our media sites and marketed

to our millions of registered users. In January 2025, we published our network-wide 2024 Journalism Impact Report, which

highlighted what we believe are the most influential articles we produced in 2024 and covers topics such as coverage on

inclusion, diversity and equity as well as climate change. The Company is committed to the ongoing publishing of an annual

network-wide Journalism Impact Report, which surfaces the top stories we produced that led to action.

Climate Change

Essential to Gannett's mission of empowering communities to thrive are the pillars that make up our corporate social

responsibility platform. As part of our commitment to social responsibility, Gannett strives to minimize its environmental

impact through sustainable business practices for sourcing, consumption, and waste. We have taken a number of steps within

the organization in an effort to reduce our use of water, to recover and recycle electricity and fossil fuels when possible, and to

pursue green energy options where available. We continue to reduce the number of presses in operation by consolidating print

operations and by significantly reducing the square footage of our office space through consolidation of offices, in many cases,

to more energy efficient spaces. We also strive to incorporate sustainability throughout our supply usage and supply chain.

We invested in a best-in-class carbon accounting software and partnered with Green Impact to implement this software and

enhance our ability to capture emissions data on an expanded number of assets and scopes. To build upon our progress in

measuring and tracking our Scope 1 and 2 emissions, we have plans to expand into Scope 3 categories. Gannett recognizes that

if we are to contribute towards achieving net zero, we need to establish our full carbon footprint baseline, implementing

reduction strategies along our journey.

Gannett continues to harness employee enthusiasm through Sustainability Forward, which is an employee resource group

focused on bringing together a community of employees who are passionate about ESG topics. Sustainability Forward aims to

align initiatives and efforts that support Gannett’s commitment to sustainability, climate, people, and communities with a

mission to contribute to a better, more inclusive, and equitable planet. In 2024, the group hosted monthly meetings, community

initiatives, and company-wide events and training geared toward education, climate change solutions, traditions and investing in

companies dedicated to saving our planet. With consistent growth throughout the year, the Sustainability Forward employee

resource group ended 2024 with approximately 150 employees across the Company.

Gannett is committed to continuing to include more detailed articles to provide broader context to news in health,

environment and science and include in-depth analyses that explore questions of how and why health and climate trends matter

to our readers. In 2024, Gannett’s U.S. National Climate Change Cross team published over 10,600 stories, newsletters or major

projects about climate change and the environment. Additionally, the USA TODAY NETWORK publishes a weekly

newsletter, Climate Point, that curates content about the environment, sustainability, and climate change from across the

network for a national audience, helping readers make better informed decisions for themselves, their families, and their

communities.

Corporate Governance and Public Information

The address of Gannett's website is www.gannett.com. Stockholders can access a wide variety of information on Gannett's

website, under the "Investor Relations" tab, including corporate governance information, news releases, Securities and

Exchange Commission ("SEC") filings, and information Gannett is required to post online pursuant to applicable SEC and New

York Stock Exchange ("NYSE") rules. Gannett makes available via its website all filings it makes under the Securities

Exchange Act of 1934, as amended, including Forms 10-K, 10-Q, and 8-K, as well as any related amendments as soon as

reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge. The

content of, or information available on, Gannett's website and any other website referred to in this report are not a part of, and

are not incorporated by reference into, this report unless expressly noted otherwise.

Use of Website to Distribute Material Company Information

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

important company information and we use the investors.gannett.com website as a means of disclosing material non-public

information and for complying with our disclosure obligations under Regulation FD. Important information, including press

releases, analyst and other presentations, transcripts, and financial information regarding the Company, is routinely posted on

and accessible on the Investor Relations and News and Events subpages of its website, which are accessible by clicking on the

tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. The Company also uses its

website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a

press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor

Relations, and News and Events subpages of the Company's website for important and time-critical information. Visitors to the

Company's website can also register to receive automatic e-mail and other notifications alerting them when new information is

made available on the Company's website.

The contents of our websites are not intended to be incorporated by reference into this Annual Report or in any other report

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

References

(a)2024 Comscore Inc., US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2023-December 2024

(b)Newsquest used Adobe Analytics to identify unique visitors between January 2024 and December 2024