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
TDAY$6.57+7.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-20.
0001579684-25-000007
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001579684-26-000010
Item 1A. Risk FactorsThe 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.
Compared 1013 previous paragraphs and 945 current paragraphs.
631 unchanged; 209 reworded; 97 added; 160 removed; 13 previous and 8 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (97)
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•We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage, govern,
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and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our results of
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•Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and
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changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic,
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materials needed for printing, may materially and adversely affect our business, results of operations and financial
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•We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition.
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Unauthorized use of our content for generative AI or to train AI models could reduce our ability to control how our content is
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used or presented, diminish brand attribution, and decrease the commercial value of our intellectual property. Any failure to
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which are outside our control. Refer to Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated
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financial statements for additional discussion regarding our debt.
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threatened to be imposed by the U.S. and any retaliatory actions taken by countries facing such tariffs), fluctuating foreign
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data of our subscribers, business customers, prospects, visitors to our websites, attendees at our events and other users, such as
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customers or users. In addition, if hackers manipulate or misrepresent our news reporting, our reputation could be harmed.
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large and increasing portion of the U.S. population is covered by state comprehensive privacy laws which include the ability for
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users to opt-out of cookies. These privacy laws, opt-out mechanisms and general privacy awareness by consumers may limit
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our access to user data, reducing advertising personalization and digital advertising revenue. See "Risks Related to Digital
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Commerce and Media — Any required changes in practices and techniques to enhance the customer experience, including for
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enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our
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ability to acquire consumers efficiently." These laws and regulations may impose disclosure requirements, notice and consent
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Enforcement of state privacy laws has become more focused in 2025, with enhanced coordination among state attorneys general
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and the California Privacy Protection Agency forming a Consortium of Privacy Regulators and conducting coordinated
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laws. For example, the U.K. Information Commissioner's Office is actively auditing and increasing its enforcement of opt-in
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consent, cookie compliance and other U.K. General Data Protection Regulation requirements. In addition, various regulatory
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We use AI and may use other new technologies in our business. Challenges with our ability to effectively manage,
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govern, and scale their adoption and use may affect our competitive position, reputation, and could adversely affect our
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We have strong cross-functional governance structures to evaluate and introduce AI tools, and while we have licensed
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broad access to such tools, they are not yet universally available or adopted. Broad learning and skill development programs
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have accompanied tools availability to upskill the workforce for an AI-powered world. In some cases, time constraints and
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Removed paragraphs (160)
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•Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.
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•Evolving regulatory matters may impact our business.
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•Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to
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pay, could materially adversely affect our cash flows and financial condition.
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•Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global
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economy, such as those from the Organization for Economic Co-operation and Development, which could have a material
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adverse impact on our consolidated financial statements.
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•We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or third
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manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation
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and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and
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•We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require
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us to establish additional valuation allowances which could materially and adversely affect future reported results of
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•A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our
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inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely
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•An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which
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could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax
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Secured Convertible Notes due 2031 ("2031 Notes"). In addition, as of such date,$49.6 million of term loans was available to
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delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with the initial term loans
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Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near
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A key element of our consumer strategy is growing our paid digital-only subscriber base, which may lead to declines in our
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existing advertising revenue. To implement our strategy and grow our paid digital-only subscriber base, we may need to restrict
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certain content from non-subscriber access or limit the amount of content non-subscribers can view in an effort to encourage
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non-subscribers to become paid digital subscribers. In the short-term, this strategy may reduce the number of unique visitors
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accessing our content and, in turn, reduce our digital advertising revenue. Over time, the anticipated increase in the number of
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paid digital-only subscribers is expected to increase our circulation revenue derived from paid digital-only subscribers as well
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as our digital advertising revenues. However, there can be no assurance that we will be able to increase the number of our paid
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digital-only subscribers in amounts or within the time periods we expect. If we are unable to grow or retain the volume of such
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subscribers, our circulation and advertising revenues could decline materially and adversely affecting our results of operations
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Declining subscriber volume can also lead to more marked declines in advertising revenue. Print subscriber volume
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declines directly impact preprint and other print revenues that are linked to the number of subscribers. In terms of digital
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advertising revenues, news aggregation websites and customized news feeds (often free to users) reduce traffic on our websites
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and related digital advertising revenues. While we do sell paid digital-only subscriptions for our content through some of these
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news aggregators, we have reduced our ability to fully monetize those users since they do not engage with our content within
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our own platforms. If traffic levels stagnate or decline, and/or print subscriber volume continues to decline, we may not be able
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to maintain or increase the advertising rates or attract new advertising customers. Further, we are generally not compensated for
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Reworded paragraphs (209)
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Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely
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•Our LocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely
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•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of
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•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, or the unavailability of the
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The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified
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•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract or retain skilled or
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personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.
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experienced personnel in the future may materially and adversely affect our ability to operate or grow our business
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and other platforms may also vary their emphasis on what content to highlight for users. Use of AI in search engines could
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and other platforms may also vary their emphasis on what content to highlight for users. Use of AI tools by consumers could
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result in decreased viewership and engagement with our media content. Any failure to successfully manage and adapt to these
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result in decreased viewership and engagement with our media contentand impact the monetization of our content.
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changes across our businesses, including those affecting how our content, apps, products, and services are discovered,
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successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps,
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prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our
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products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by
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offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering
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significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is
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advertising revenue and subscriptions. A loss in the expected popularity or discoverability of our content or other products and
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replaced with paid traffic and lowering advertising revenue and subscriptions. A loss in the expected popularity or
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assurance any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost we
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assurance that any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost
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expect or that we will realize the anticipated benefits we expect to achieve. The failure to realize those benefits could have a
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we expect or that we will realize the anticipated benefits we expect to achieve. The failure to realize those benefits could have a
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$850.0 million of term loans under a$900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)
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$729.5 million of term loans under a$900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)
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$38.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii)$223.7 million of 6.000% Senior
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$24.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii)$223.7 million of 6.000% Senior
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Term Loan Facility is amortized at a rate of$17.0 million per quarter, with such rate to be adjusted upon the borrowing of any
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Term Loan Facility is amortized at a rate of$17.3 million per quarter. In addition, we are required to repay the 2029 Term Loan
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(i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that
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Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii)
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is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on
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the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount
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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
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of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of$100.0 million as of the last
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Company (beginning with the fiscal year ended December 31, 2024). Our debt service obligations reduce the amount of cash
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day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024). Our debt service obligations
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flow available to fund our working capital, capital expenditures, investments and potential distributions to stockholders.
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reduce the amount of cash flow available to fund our working capital, capital expenditures, investments and potential
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Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations.
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distributions to stockholders. Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy
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Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject
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our debt service obligations. Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from
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to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.
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operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors,
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of a majority in principal amount of the notes then outstanding, or modification of the loan agreements, as applicable. These
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of a majority in principal amount of the 2031 Notes then outstanding, or modification of the loan agreements, as applicable.
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limitations include restrictions on our ability to incur additional indebtedness or refinance our existing debt, make certain
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These limitations include restrictions on our ability to incur additional indebtedness or refinance our existing debt, make certain
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exercise is rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of
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exercise its rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of
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available cash or may be unable to obtain financing at the time we are required to make purchases of the notes being
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available cash or may be unable to obtain financing at the time we are required to make purchases of the 2027 Notes or 2031
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surrendered. In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness
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Notes being surrendered. In addition, our ability to repurchase the 2027 Notes and the 2031 Notes is limited by the agreements
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(including the notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will
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governing our existing indebtedness (including the 2031 Notes and the 2029 Term Loan Facility) and may also be limited by
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govern our future indebtedness. Our failure to repurchase the 2027 Notes or the 2031 Notes at a time when the repurchase is
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law or regulation, or by agreements that will govern our future indebtedness. Our failure to repurchase the 2027 Notes or the
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required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively, would constitute a default under the respective
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2031 Notes at a time when the repurchase is required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively,
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indenture. A default under the governing indenture or the change of control itself could also lead to a default under agreements
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would constitute a default under the respective indenture. A default under the governing indenture or the change of control itself
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•Our DMS segment utilizes online media acquired from third parties and our business could be materially adversely affected
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Our LocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely
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if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
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affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
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Our DMS segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which
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Our LocaliQ segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft,
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account for a large majority of all U.S. internet searches and traffic. These companies, and the other companies with which we
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which account for a large majority of all U.S. internet searches and traffic. These companies, and the other companies with
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do business, have no obligation to conduct business with us, and may decide at any time and for any reason to significantly
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which we do business, have no obligation to conduct business with us, and may decide at any time and for any reason to
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curtail or inhibit our ability to do business with them. Additionally, any of these companies may make significant changes to
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significantly curtail or inhibit our ability to do business with them. Additionally, any of these companies may make significant
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their respective business models, policies, systems, plans or ownership, and those changes could impair or inhibit the manner in
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changes to their respective business models, policies, systems, plans or ownership, and those changes could impair or inhibit the
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which they sell their advertising units or otherwise conduct their business with us. For example, new privacy controls and
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manner in which they sell their advertising units or otherwise conduct their business with us. For example, new privacy controls
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discoverability of our content or other products and services could have a material adverse effect on our business, financial
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Secured Convertible Notes due 2031 ("2031 Notes").
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could also lead to a default under agreements governing our existing or future indebtedness (including the 2029 Term Loan
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by security breaches or other cybersecurity incidents.
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adverse effect on our business, results of operations and financial condition.
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materially and adversely affect our ability to operate or grow our business.
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result in a decrease in our stock price.
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price, financial condition and results of operations.
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parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of
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adversely affect our business, results of operations and financial condition.
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services could have a material adverse effect on our business, financial condition, or results of operations.
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under the 2029 Term Loan Facility. In addition, we are required to repay the 2029 Term Loan Facility from time to time with
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governing our existing or future indebtedness (including the 2029 Term Loan Facility).
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demand for advertising and advertising revenues.
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Therefore, maintaining our network and identity security is critical.
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compliance obligations even in jurisdictions where we do not have a substantial presence.
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third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of
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adversely affect our business, results of operations and financial condition.
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significant disruption in the newsprint supply chain, could have a material adverse effect on our business, results of operations
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and adversely affect our ability to operate or grow our business.
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Stock could depress the price of our Common Stock.