USA TODAY Co., Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-20.
0001579684-25-000007
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001579684-26-000010
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (192)
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In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the
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We report inthree segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate category that
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the Consolidated financial statements.
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Strategy and executive summary
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We are focused on becoming a sustainable, growth‑driven media and digital marketing solutions company. Our strategy is
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technology systems, automated workflows, enhanced data capabilities, and continued investment in our people and talent
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development. Our strategy unifies trusted journalism and digital innovation under one brand: USA TODAY Co. and is
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represented by our motto, "National voice. Local strength." Our consolidated results for the year ended December 31, 2025,
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reflect the execution of our operating priorities, including the changes in our mix of revenues, cost structure, and capital
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allocation.
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We aim to grow and strengthen our large national and local audiences across our USA TODAY Media, Newsquest, and
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LocaliQ segments by delivering relevant content and expanded offerings, and as of December 31, 2025, we have built one of
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We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,
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maximizing yield, and tailoring opportunities to individual consumer behavior. We aim to accomplish this by offering a wide
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range of solutions across advertising, subscriptions, and commerce, while increasingly leveraging our existing content to power
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syndication, affiliate, content and AI partnerships, as well as licensing arrangements. As a result of these efforts, as of
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December 31, 2025, total Digital revenues as a percentage of total revenues increased bytwo percentage points to 46%
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compared to 44% at December 31, 2024.
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initiatives with the goal to support long‑term financial resilience and innovation. During the year ended December 31, 2025, we
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repaid$135.5 million of long-term debt and as of December 31, 2025 had cash provided by operating activities of$114.4
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million.
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Industry trends
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•Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases.
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performance and reduced spending.
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media sector.
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Recent developments
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On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News
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Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with
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incremental debt financing under our 2029 Term Loan Facility in an aggregate principal amount equal to$15.0 million from
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funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan
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Facility, as described in Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated financial statements,
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were amended. Subsequent to the Detroit News Transaction the 2029 Term Loan Facility will bear interest at an annual rate
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equal to Adjusted Term SOFR plus a margin of 4.5% with a floor of 150 basis points.
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Recently enacted U.S. tax legislation
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On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced
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significant tax law changes with varying effective dates for businesses. We have evaluated the provisions of the Act on the
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Consolidated financial statements, and its impact wasincluded in our income tax provision for the year ended December 31,
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Key provisions of the Act applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining
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adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimental expenditures,
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and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. Beginning with
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commitment to balanced, unbiased journalism, where and when consumers want to engage. We prioritize a digital-first strategy,
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focusing on audience growth and engagement while diversifying revenue streams. Our digital marketing solutions brand,
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mission remains to inspire, inform, and connect communities while driving sustainable growth for our customers, advertisers,
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partners, and shareholders.
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We report inthree segments: Domestic Gannett Media, Newsquest and Digital Marketing Solutions ("DMS"). We also
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includes broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology,
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Business Trends
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spending.
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Certain Matters Affecting Comparability
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The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for
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future results:
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the years ended December 31,2023 and 2022, we recorded impairment charges of$1.4 million and$1.1 million related to our
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property.
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net gain of$6.7 million at the Domestic Gannett Media segment, mainly driven by the sales of production facilities as part of
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For theyear ended December 31, 2024, we incurred Integration and reorganization costs of $66.2 million. Of the total costs
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For theyear ended December 31, 2022, we incurred Integration and reorganization costs of$88.0 million. Of the total costs
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incurred,$57.6 million were related to severance activities and$30.4 million were related to other costs, including a withdrawal
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liability related to multiemployer pension plans of$8.6 million, which was expensed as a result of ceasing contributions, costs
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facilities consolidation expenses, primarily associated with exiting a lease.
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Strategy
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We are committed to inspiring, informing and connecting audiences as a sustainable, growth-focused media and digital
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increasingly agile foundation which we continue to optimize as the business and industry evolves. We believe our strategy will
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allow us to continue our evolution to a sustainable, growth-focused media and digital marketing solutions company.
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Foundation for ongoing growth
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We continue to optimize and improve our infrastructure – through ongoing systems consolidations and migrations,
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improving process workflows, leveraging evolving technology, and ensuring we have the synergy across the organization
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expected to deliver the stabilization required to fuel our plan into the future. We also continue to invest in our people and in the
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skills needed to support our future aims and to retain our talent by remaining an attractive place to work.
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Three operating pillars
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We believe that a key to our ongoing growth is expanding our base – including clients in our DMS segment and audience
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in our Domestic Gannett Media and Newsquest segments – and optimizing our revenue streams across this growing base.
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nationally. For both the Domestic Gannett Media and Newsquest segments, we seek to continue to strengthen the connection
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with our audience by providing relevant content and expanded offerings that resonate with our readers. We believe a scaled,
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engaged audience is the catalyst for creating diversified, predictable, and repeatable digital revenues.
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In our DMS segment, we seek to enhance our customer acquisition efforts by targeting client profiles and broadening our
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product portfolio. By capitalizing on our domain expertise, we aim to grow our addressable market and provide comprehensive
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solutions that meet the evolving needs of our clients.
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We expect to continue to expand the ways that we grow digital revenues through creating a diverse portfolio of meaningful
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digital revenue streams and employing a holistic monetization strategy that maximizes revenue opportunities across the
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spectrum and tailors such opportunities based on individual consumer habits.
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enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital
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enriching communities. Our mission is to inspire, inform, and connect audiences. As amedia and digital marketing solutions
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marketing solutions company. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national
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company we are focused onsustainable growth. Through our trusted brands, including the USA TODAY NETWORK,
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publication, USA TODAY, and local media organizations, including our network of local properties, in the United States (the
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comprised of the national publication, USA TODAY, and our network of local properties, in the United States (the "U.S."), and
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"U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential
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Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential journalism, local
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journalism, local content, and digital experiences to audiences and businesses. We deliver high-quality, trusted content with a
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content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where
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LocaliQ, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions. Our
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consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses ("SMBs") with
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have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and
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includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad
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as well as other general business costs. A full description of our reportable segments is included in Note 14 — Segment
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corporate functions. A full description of our reportable segments is included in Note 15 — Segment reporting in the notes to
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marketing solutions company. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii)
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rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii)
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diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by what we believe is a stable and
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strengthening our capital structure, all supported by an increasingly integrated operating foundation, including modernized
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As of December 31, 2024, we have builtone of the largest digital audiences in the U.S. media sector, both locally and
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the largest digital audiences in the U.S. media sector, both locally and nationally.
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We have considered several industry trends when assessing our business strategy:
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We have considered several industry trends when assessing our strategy:
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not limited to, interest rates, housing demand, employment levels, and consumer confidence. We believe that these
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not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence.
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factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced
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We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising
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•The application of artificial intelligence ("AI") and the rapid rate of change within the AI ecosystem is increasing the
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•The application of AI and the rapid rate of change within the AI ecosystem is increasing the pace of change in the
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We are exposed to certain risks and uncertainties caused by factors beyond our control, including economic and political
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We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things,
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instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted and may
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political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted
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continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in demand
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and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in
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for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend.
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demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop
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We are exposed to potential increases in interest rates associated with our new$900.0 million five-year first lien term loan
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We are exposed to potential increases in interest rates associated with our$900.0 million five-year first lien term loan
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facility (the "2029 Term Loan Facility"), which as of December 31, 2024, accounted for approximately 76% of our outstanding
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facility (the "2029 Term Loan Facility"), which as of December 31, 2025, accounted for approximately 75% of our outstanding
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We experience seasonality in our revenues. The Domestic Gannett Media segment typically witnesses the greatest impact
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We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from
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from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday
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seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related
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related spending. The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal
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spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,
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year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
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which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
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regions such as Canada, Australia, New Zealand and India. Earnings from operations in foreign regions are translated into U.S.
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regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars
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dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect
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at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the
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at the balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our
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balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our
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other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. Foreign
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other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During
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currency exchange rate fluctuations positively impacted our revenues and profitability during theyear ended December 31,
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theyear ended December 31, 2025, foreign currency exchange rate fluctuations had a positive impact on our revenues and
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Refer to Segment results below for a discussion of the results of operations by segment.
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A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by
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(a) Amounts are net of intersegment eliminations of$151.8 million,$150.5 million and$143.5 million for the years ended December 31, 2024,2023 and 2022,
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(a) Amounts are net of intersegment eliminations of$134.0 million,$151.8 million and$150.5 million for the years ended December 31, 2025,2024 and 2023,
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respectively, which represent digital marketing services revenues and expenses associated with products sold by sales teams in our Domestic Gannett
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respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA
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Media and Newsquest segments but fulfilled by our DMS segment. When discussing segment results, these revenues and expenses are presented gross but
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TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented
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are eliminated in consolidation.
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gross but are eliminated in consolidation.
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publications, as well as digital content syndication, affiliate and content partnerships, and licensing revenues.
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publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.
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•Operating costs at the Domestic Gannett Media and Newsquest segments include labor, newsprint, delivery and digital
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Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs
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costs and at the DMS segment include the cost of online media acquired from third parties and costs to manage and
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and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our
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operate our marketing solutions and technology infrastructure;
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marketing solutions and technology infrastructure.
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•Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt
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Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.
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innovative digital marketing products and solutions.
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trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and
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Our effective tax rate for theyear ended December 31, 2025 was 237.6%. The taxbenefit for 2025 was primarily impacted
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and the pre-tax book loss, partially offset by an increase in valuation allowances on non-deductible U.S. interest expense
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the cash portion of interest/financing expense, income tax (benefit) provision, and charges related to asset impairments, which
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For theyear ended December 31, 2025, Digital marketing services revenues decreased compared to 2024, primarily due to
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decrease in commercial print and delivery revenues, mainly driven by the decline in production volume. In addition, the
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$25.7 million associated with lower home delivery and single copy revenues, the conversion to mail and route optimization in
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toa decrease in news and editorial expenses of$8.7 million, mainly due to the cease-use of certain licensed content and the
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For theyear ended December 31, 2024, Print circulation revenues decreased compared to 2023, primarily due to a decline
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extent, lower employee benefit costs of$1.8 million.
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For theyear ended December 31, 2025, Digital advertising revenues decreased compared to 2024, primarily due to a
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by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-
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For theyear ended December 31, 2025, Print advertising revenues decreased compared to 2024, primarily due to a decrease
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For theyear ended December 31, 2025, Print circulation revenues decreased compared to 2024, primarily due to a decline
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For theyear ended December 31, 2025, Other costs decreased compared to 2024, primarily associated with the decrease in
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For theyear ended December 31, 2025, Outside services and other costs decreased compared to 2024, mainly due to
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For theyear ended December 31, 2024, Digital advertising revenues increased compared to 2023, primarily due to an
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For theyear ended December 31, 2024, Digital-only subscription revenues increased compared to 2023, primarily driven
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monthly customer count within the period ("Core platform ARPU") increased 1.2% for theyear ended December 31, 2025.
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For theyear ended December 31, 2025, Compensation and benefits costs decreased compared to 2024, primarily due to a
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For theyear ended December 31, 2025, Other costs decreased compared to 2024, primarily due to a reduction in lease
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lower payroll expense driven by headcount reductions.
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For theyear ended December 31, 2025, Outside services and other costs decreased compared to 2024, primarily due to
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related to the 2027 Notes (as defined below).
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reporting in the notes to the Consolidated financial statements.
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pace of change in the media sector.
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our plan to monetize non-strategic assets.
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for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions, and
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A summary of our consolidated results is presented below:
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for additional discussion regarding our debt.
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plan to monetize non-strategic assets.
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For theyear ended December 31, 2023, Digital marketing services revenues increased compared to 2022, primarily due to
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an increase in rates, partially offset by a decrease in client counts.
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macroeconomic factors, and lower spend on classified advertisements, mainly driven by lower spend on obituary notifications
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facility closures and conversion to mail delivery in multiple markets, and to a lesser extent, lower employee benefit costs of
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expenses associated with real estate sales and lower promotion expenses.
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in other costs was primarily due to the reversal of withdrawal liabilities related to multiemployer pension plans of$6.4 million
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For theyear ended December 31, 2023, Digital advertising revenues decreased compared to 2022, primarily due to lower
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For theyear ended December 31, 2023, Print advertising revenues decreased compared to 2022, primarily due to a
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For theyear ended December 31, 2023, Distribution costs decreased compared to 2022, primarily due to a decline
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For theyear ended December 31, 2023, Outside services costs, which includes professional services fulfilled by third
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parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to 2022, due to lower
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For theyear ended December 31, 2023, Outside services and other costs decreased compared to 2022, primarily due to a
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Performance Indicators" below for further discussion of Core platform ARPU.
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For theyear ended December 31, 2023, Outside services costs increased compared to 2022, due to an increase in expenses
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For theyear ended December 31, 2023, Other costs decreased compared to 2022, primarily due to lower facility related
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For theyear ended December 31, 2023, Compensation and benefits costs increased compared to 2022, primarily due to an
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For theyear ended December 31, 2023, Outside services and other costs decreased compared to 2022, due to a decrease in
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lease right-of-use asset and the associated leasehold improvements, an increase in Depreciation and amortization expense,
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obligations. Refer to Note 8 — Debt for additional discussion regarding our debt.
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the initial term loans under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility
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Senior Notes outstanding using the proceeds of non-ordinary course asset sales and cash on hand.
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similarly titled measures used by other companies.
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a downward revision in the fair value of certain reporting units.