TDAY 10-K & 10-Q changes, risk factors and insider trading
USA TODAY Co., Inc. · NYSE · Newspapers: Publishing Or Publishing & Printing · CIK 1579684 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic, engagement, and financial performance.”
New heading “We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition.”
Removed heading “Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.”
Removed heading “Evolving regulatory matters may impact our business.”
Removed heading “Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition.”
Removed heading “Risks Related to International Tax Legislation”
Removed heading “Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements.”
Removed heading “We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish additional valuation allowances which could materially and adversely affect future reported results of”
Removed heading “A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability.”
Removed heading “An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards.”
Largest changes
“Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic, engagement, and financial performance.”see in full comparison
see in full comparisonByMany jurisdictions have enacted or are considering enacting privacy or data protection laws and regulations that apply to theendprocessing or protection of2025,personalweinformation.expectForthereexample,willthebeGeneral17DataU.S.ProtectionstateRegulation adopted by the EU and the Data Protection Act of 2018 in the U.K. impose stringent data protection requirements and significant penalties for noncompliance; California's Consumer Privacy Act created data privacy rights, which other states have implemented as well. A large and increasing portion of the U.S. population is covered by state comprehensive privacy laws which include the ability for users to opt-out of cookies. These privacy laws, opt-out mechanisms and general privacy awareness by consumers may limit our access to user data, reducing advertising personalization and digital advertising revenue. See "Risks Related to Digital Commerce and Media — Any required changes ineffect.practices and techniques to enhance the customer experience, including for enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently." These laws and regulations may imposenotificationdisclosure requirements, notice and consent requirements and specific data security obligations, and may also provide for a private right of action or statutory damages. In addition, all 50 U.S. states have data breach notification laws. The compliance costs and operational burdens imposed by these laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate. Further, because some of our products and services are available on the internet, we may be subject to laws or regulations exposing us to liability or compliance obligations even in jurisdictions where we do not have a substantial presence.
“These changing rules, regulations and stakeholder expectations may result in increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Furthermore, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. …”see in full comparison
“Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements.”see in full comparison
“A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability.”see in full comparison
“An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards.”see in full comparison
Full comparison: every changed paragraph (103)
•Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.
•Our DMSLocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
•Evolving regulatory matters may impact our business.
•Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition.
•Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements.
•We use AI and may use other new technologies in our business. Challenges with properlyour managingability to effectively manage, govern, and scale their adoption and use bymay usaffect or third parties could result in reputational harm,our competitive harm,position, reputation, and legal liability, andcould adversely affect our results of operations.
•Our business is dependent on third-party technology platforms, search results, and algorithms to distribute our content, and changes to these platforms, including the increased use of AI tools, could materially adversely affect our traffic, engagement, and financial performance.
•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, includingor asthe a resultunavailability of manufacturingthe facilitymaterials closuresneeded andfor on-going capacity shifts between newsprint and specialty paper grades, transportation and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures,printing, may materially and adversely affect our business, results of operations and financial condition.
•We could be subject to additional tax liabilities, which could adversely affect our operating results and financial condition.
•We may not be able to generate future taxable income which may prevent our realization of deferred tax assets or require us to establish additional valuation allowances which could materially and adversely affect future reported results of
•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualifiedor retain skilled or experienced personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.
•A shortage of skilled or experienced employees with the capabilities necessary to support our business strategies, or our inability to retain such employees, could pose a risk to achieving our business objectives, which could materially adversely affect our business and profitability.
•An "ownership change" could limit our ability to utilize our net operating loss carryforwards and other tax attributes, which could result in our payment of income taxes earlier than if we were able to fully utilize our net operating loss and other tax benefit carryforwards.
In order to compete effectively, we must differentiate and distinguish our brands and our products and services, respond to and develop new technologies, distribution channels and platforms, products and services, and anticipate and consistently respond to changes in consumer and customer needs, preferences and behaviors. For example, we rely on brand awareness, reputation and acceptance of our content and other products and services in order to retain and grow our consumers and subscribers. However, consumer preferences change frequently and are difficult to predict, and when faced with a multitude of choices, consumers may place greater value on the convenience and price of products and services than they do on their source, quality, or reliability. Online traffic and product and service purchases are also driven by internet search results, referrals from social media and other platforms and visibility on digital marketplace platforms and in mobile app stores. Search engine results and digital marketplace and mobile app store rankings are based on algorithms that are changed frequently, and social media and other platforms may also vary their emphasis on what content to highlight for users. Use of AI intools searchby enginesconsumers could result in decreased viewership and engagement with our media content. Any failure to successfully managecontent and adapt to these changes across our businesses, including those affecting how our content, apps, products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering advertising revenue and subscriptions. A loss inimpact the expected popularity or discoverabilitymonetization of our content or other products and services could have a material adverse effect on our business, financial condition, or results of operations.content.
Unauthorized use of our content for generative AI or to train AI models could reduce our ability to control how our content is used or presented, diminish brand attribution, and decrease the commercial value of our intellectual property. Any failure to successfully manage and adapt to these changes across our businesses, including those affecting how our content, apps, products, and services are discovered, prioritized, displayed, and monetized, could impede our ability to compete effectively by significantly decreasing traffic to our offerings, lowering advertiser interest in those offerings, increasing costs if free traffic is replaced with paid traffic and lowering advertising revenue and subscriptions. A loss in the expected popularity or discoverability of our content or other products and services could have a material adverse effect on our business, financial condition, or results of operations.
We expect to continue to pursue new strategic initiatives and develop new and enhanced products and services in order to remain competitive. We have incurred, and expect to continue to incur, significant costs in order to implement our strategies and develop new products and services, as well as other costs to acquire, develop, adopt, upgrade and exploit new and existing technologies and attract and retain employees with the necessary knowledge and skills to support our priorities. There can be no assurance that any of our strategic initiatives, products or services will be successful in the manner or time period or at the cost we expect or that we will realize the anticipated benefits we expect to achieve. The failure to realize those benefits could have a material adverse effect on our business, results of operations and financial condition.
Our indebtedness, incurred from time to time, could have significant consequences on our future operations, including making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults, and limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy. As of December 31, 2024,2025, our outstanding indebtedness included (i) $850.0$729.5 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii) $38.1$24.1 million of 6.000% Senior Secured Convertible Notes due 2027 ("2027 Notes"), and (iii) $223.7 million of 6.000% Senior Secured Convertible Notes due 2031 ("2031 Notes"). In addition, as of such date, $49.6 million of term loans was available to be borrowed on a delayed-draw basis.
Accordingly, we are required to dedicate a substantial portion of cash flow from operations to fund interest payments. The 2029 Term Loan Facility is amortized at a rate of $17.0$17.3 million per quarter, with such rate to be adjusted upon the borrowing of any delayed-draw term loans to the extent necessary to cause such delayed-draw term loans to be fungible with the initial term loans under the 2029 Term Loan Facility.quarter. In addition, we are required to repay the 2029 Term Loan Facility from time to time with (i) the proceeds of non-ordinary course asset sales and casualty and condemnation events, (ii) the proceeds of indebtedness that is not otherwise permitted under the 2029 Term Loan Facility and (iii) the aggregate amount of cash and cash equivalents on hand at the Company and our restricted subsidiaries in excess of $100.0 million as of the last day of any fiscal year of the Company (beginning with the fiscal year ended December 31, 2024). Our debt service obligations reduce the amount of cash flow available to fund our working capital, capital expenditures, investments and potential distributions to stockholders. Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations. Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control. Refer to Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated financial statements for additional discussion regarding our debt.
Moreover, there can be no assurance that we will be able to generate sufficient cash flow to satisfy our debt service obligations.
Our ability to satisfy our debt service obligations depends on our ability to generate cash flow from operations, which is subject to a variety of risks, including general economic conditions and the strength of our competitors, which are outside our control.
Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain restrictions and covenants that limit our ability to take certain actions without requisite lender approval, approval of the holders of a majority in principal amount of the 2031 Notes then outstanding, or modification of the loan agreements, as applicable.
Our agreements relating to our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes, contain restrictions and covenants that limit our ability to take certain actions without requisite lender approval, approval of the holders of a majority in principal amount of the notes then outstanding, or modification of the loan agreements, as applicable. These limitations include restrictions on our ability to incur additional indebtedness or refinance our existing debt, make certain investments and acquisitions, pay certain dividends, sell assets, merge, incur certain liens, enter into agreements with our affiliates, change our business, engage in sale/leaseback transactions, and modify our organizational documents. There is no assurance that our debtholders will approve or consent to our activities, even if the activities are in the best interests of our stockholders. If we are unable to secure the required consent of our lenders or noteholders, our ability to take advantage of future opportunities, including acquisition or financing opportunities, could be restricted.
Additionally, this creditor may have interests that diverge from our interests or interests of our stockholders, and it may exercise isits rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of the Company. In particular, this creditor’s ownership of the majority of our indebtedness could limit our ability to take certain actions that are restricted under the agreements relating to our indebtedness. See "Risks Related to Our Indebtedness—Certain actions, including our ability to incur additional indebtedness, require the consent of our lenders and note holders which, if not provided, would limit our ability to take advantage of future opportunities."
If there is a fundamental change, as defined in the 2027 Notes Indenture and the 2031 Notes Indenture, we must, if certain other conditions are met, make an offer to repurchase the 2027 Notes and the 2031 Notes at a price equal to 110% of the principal amount thereof, together with any accrued and unpaid interest, if any, to, but excluding, the date of the repurchase. If we become obligated to repurchase the 2027 Notes or the 2031 Notes upon a change of control, we may not have enough available cash or may be unable to obtain financing at the time we are required to make purchases of the notes2027 Notes or 2031 Notes being surrendered. In addition, our ability to repurchase the notes2027 Notes and the 2031 Notes is limited by the agreements governing our existing indebtedness (including the notes2031 Notes and the 2029 Term Loan Facility) and may also be limited by law or regulation, or by agreements that will govern our future indebtedness. Our failure to repurchase the 2027 Notes or the 2031 Notes at a time when the repurchase is required by the 2027 Notes Indenture or the 2031 Notes Indenture, respectively, would constitute a default under the respective indenture. A default under the governing indenture or the change of control itself could also lead to a default under agreements governing our existing or future indebtedness (including the 2029 Term Loan Facility).
Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.
A key element of our consumer strategy is growing our paid digital-only subscriber base, which may lead to declines in our existing advertising revenue. To implement our strategy and grow our paid digital-only subscriber base, we may need to restrict certain content from non-subscriber access or limit the amount of content non-subscribers can view in an effort to encourage non-subscribers to become paid digital subscribers. In the short-term, this strategy may reduce the number of unique visitors accessing our content and, in turn, reduce our digital advertising revenue. Over time, the anticipated increase in the number of paid digital-only subscribers is expected to increase our circulation revenue derived from paid digital-only subscribers as well as our digital advertising revenues. However, there can be no assurance that we will be able to increase the number of our paid digital-only subscribers in amounts or within the time periods we expect. If we are unable to grow or retain the volume of such subscribers, our circulation and advertising revenues could decline materially and adversely affecting our results of operations and financial condition.
Declining subscriber volume can also lead to more marked declines in advertising revenue. Print subscriber volume declines directly impact preprint and other print revenues that are linked to the number of subscribers. In terms of digital advertising revenues, news aggregation websites and customized news feeds (often free to users) reduce traffic on our websites and related digital advertising revenues. While we do sell paid digital-only subscriptions for our content through some of these news aggregators, we have reduced our ability to fully monetize those users since they do not engage with our content within our own platforms. If traffic levels stagnate or decline, and/or print subscriber volume continues to decline, we may not be able to maintain or increase the advertising rates or attract new advertising customers. Further, we are generally not compensated for the consumption of our original content on third-party digital products and social platforms.
Our DMSLocaliQ segment utilizes online media acquired from third parties and our business could be materially adversely affected if these companies take actions that are adverse to our interests or otherwise restrict our ability to do business.
Our DMSLocaliQ segment utilizes online media acquired from third parties, particularly Google, Facebook, and Microsoft, which account for a large majority of all U.S. internet searches and traffic. These companies, and the other companies with which we do business, have no obligation to conduct business with us, and may decide at any time and for any reason to significantly curtail or inhibit our ability to do business with them. Additionally, any of these companies may make significant changes to their respective business models, policies, systems, plans or ownership, and those changes could impair or inhibit the manner in which they sell their advertising units or otherwise conduct their business with us. For example, new privacy controls and tracking transparency frameworks that have been implemented or may be implemented in the future, by platforms such as Facebook, Google, and Apple would limit our ability to access and use data from consumers through those platforms, which we rely on for digital advertising and marketing. Any such controls or transparency frameworks may impair our ability to market to consumers. Any new developments or rumors of developments regarding business practices at companies that affect the online advertising industry may materially and adversely affect our products or services, or create perceptions with our clients that our ability to compete in the online marketing industry has been impaired.
Current and future conditions in the economy are inherently uncertain and are impacted by political, market, health and social events and conditions. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole.
Current and future conditions in the economy have an inherent degree of uncertainty and are impacted by political, market, health and social events or conditions. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate. We are currently operating in, and expect for the foreseeable future to continue to operate in, a period of economic uncertainty and market volatility, including as a result of higher inflation, unpredictable interest rates, supply chain disruptions, expanded or retaliatory tariffs, sanctions, quotas or other trade barriers (including recent U.S. tariffs imposed or threatened to be imposed onby China,the Canada and Mexico and other countriesU.S. and any retaliatory actions taken by countries facing such countriestariffs), fluctuating foreign currency exchange rates, changes in governmental administrations,administrations and policies, and other geopolitical events. These conditions have had, and may continue to have, a negative impact on our business, including the demand for advertising and advertising revenues.
Challenging economic conditions, especially higher inflation and unpredictable interest rates, have had, and may continue to have, an adverse impact on our consumers and consumer spending, which, in turn, could materially and adversely affect our business. Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence.
Discretionary purchases, including for our products and services, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence.
We have been, and may continue to be, impacted by inflation, higher costs associated with labor, newsprint, ink, printing plates, fuel, delivery costs and utilities, higherunpredictable interest rates, and supply chain disruptions, including as a result of tariffs or retaliatory tariffs. Global or regional recessions, perceived or actual, higher unemployment and declines in income levels may also materially and adversely affect our business and financial condition.
Adverse changes may also occur as a result of other events outside of our control, including pandemics and other health crises, political uncertainties, hostilities or social unrest, war, terrorism or other similar events, declining oil prices, wavering customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate values, natural disasters, severe weather events (which may occur with increasing frequency and intensity), or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications. For example, the COVID-19 pandemic and the resulting business and travel restrictions led to decreased demand for our advertising services, as well as reductions in the single copy and commercial distribution of our newspapers.
Adverse changes may also occur as a result of other events outside of our control, including pandemics and other health crises, political uncertainties, hostilities or social unrest, actual or threatened war, terrorism or other similar events, declining oil prices, wavering customer confidence, volatility in stock markets, contraction of credit availability, declines in real estate values, natural disasters, severe weather events (which may occur with increasing frequency and intensity), or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications. Declining revenue may impair our ability to generate sufficient cash flows to service our existing or any future debt obligations, including the 2029 Term Loan Facility, the 2031 Notes and the 2027 Notes. There can be no assurance that cost constraint actions, if any, taken in response to the pandemic or any future crisis outside our control, will offset possible future impacts of the crisis. Any measures taken to preserve cash flow and defer payments into future periods, such as the deferral of pension obligations in connection with the COVID-19 pandemic,obligations, could have a greater impact on cash flow in future periods as we also incur such payments in the normal course of business. Moreover, such measures, and other measures we may implement in the future in response to a crisis, may negatively impact our reputation and our ability to attract and retain employees. See "Risks Related to Pension Obligations and Employees" below. Accordingly, future events outside of our control may have the effect of heightening various risks described in this Annual Report on Form 10-K.10-K and our other filings with the SEC. Any sustained economic downturn in the U.S. or any of the other countries in which we conduct significant business, other adverse macroeconomic events, market disruptions, or other events outside of our control, could materially and adversely affect our business, operating results, and financial condition.
Evolving regulatory matters may impact our business.
The rules and regulations related to environmental, social and governance ("ESG") and diversity, equity and inclusion ("DEI") matters imposed or proposed by governmental and self-regulatory organizations such as the SEC and the New York Stock Exchange have been changing at a rapid pace. A variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.
These changing rules, regulations and stakeholder expectations may result in increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Furthermore, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our goals, on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected. Also, given the rapidly changing regulatory landscape, we may in the future also face a heightened risk of litigation and compliance obligations in connection with these rules and regulations.
The Newsquest segment operates in the U.K., and the DMSLocaliQ segment has international sales operations in the U.K., Australia, New Zealand and Canada, as well as campaign support services in India. Revenue from international operations comprised 11%12% of our total revenuerevenues for the year ended December 31, 2024.2025. Our ability to manage these international operations successfully is subject to numerous risks inherent in foreign operations, including:
•Challenges or uncertainties arising from unexpected legal, political, economic, or systemic events, including, for example as a result of the continued impacts of Brexit on the relationship between the U.K. and Europeevents;
Domestic and/or foreign jurisdictions may enact gross receipts taxes on our digital services which, if we are required to pay, could materially adversely affect our cash flows and financial condition.
The U.K. imposes a 2% Digital Services Tax ("DST") that applies to gross revenue of specified digital business models deriving value from participation of their U.K.-based users. The tax is intended to apply to search engines, social media platforms, and online marketplaces. Newsquest's revenue from its small online marketplace is currently below the threshold at which the DST applies. If Newsquest's applicable revenues grew to exceed the threshold and/or if DST was to become applicable more widely to online advertising, we may have to pay additional cash taxes, which could materially and adversely affect our results of operations, financial condition, and cash flows.
In 2024, Canada introduced a Digital Services Tax ("Canadian DST") which imposes a 3% tax on revenues in excess of CAD20 million from digital services. It applies to revenue from online marketplace services, online advertising services, social media services, or the sale or licensing of user data obtained from online marketplaces, social media platforms or online search engines. Currently, our Canadian-source digital revenues are below the Canadian DST threshold. If our relevant revenues surpass the threshold, it could increase our tax complexity and adversely affect our results of operations, financial condition, and cash flows.
Maryland enacted the first tax targeting digital advertising in the United States. The scaled rate between 2.5% and 10% Digital Advertising Gross Revenues Tax will be imposed on annual gross revenues derived from digital advertising services.
The rate of tax varies depending on the amount of revenue a company earns. However, as amended, the legislation exempts digital advertising by a "broadcast entity" or a "news media entity." Maryland's new digital advertising tax could be the beginning of a wave of similar new taxes on digital advertising enacted by other states that are experiencing budget shortfalls and economic distress. Adoption of similar taxes in U.S. states, particularly if such states do not exempt broadcast or news media entities, could materially and adversely affect our results of operations, financial condition, and cash flows.
Risks Related to International Tax Legislation
Foreign jurisdictions in which we operate may enact rules to address the tax challenges of the digitization of the global economy, such as those from the Organization for Economic Co-operation and Development, which could have a material adverse impact on our consolidated financial statements.
The Organization for Economic Co-operation and Development (the "OECD")/G20 Inclusive Framework on Base Erosion and Profit Shifting has agreed on a two-pillar approach to address tax challenges arising from the digitalization of the global economy by (i) allocating profits to market jurisdictions ("Pillar One") and (ii) ensuring multinational enterprises pay a minimum level of tax regardless of where the headquarters are located or the jurisdictions in which the company operates ("Pillar Two"). Pillar One targets multinational groups with global revenue exceeding €20 billion and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate certain residual profits to market jurisdictions where goods or services are used or consumed. Pillar Two focuses on global profit allocation, ensuring multinational companies with revenues exceeding €750 million are subject to a global minimum tax rate of 15% on income arising in low-tax jurisdictions. In July 2023, the European Union ("EU") enacted Pillar Two legislation introducing an Income Inclusion Rule and a domestic minimum top-up tax to apply for accounting periods beginning on or after December 31, 2023. Similar rules are being or may be implemented in many jurisdictions where we operate. The timing and method of the adoption or implementation of these Pillar Two rules could increase tax complexity and uncertainty in jurisdictions where we conduct business. In January 2025, President Trump issued an executive order which contains a statement requiring the U.S. Secretary of the Treasury to notify the OECD that any commitments made by the prior administration with respect to the OECD's Global Tax Deal (which references Pillars I and II) have no force or effect in the U.S. absent an act by Congress. In addition, the order instructs the U.S. Treasury to investigate whether any foreign countries are not in compliance with any U.S. tax treaty or otherwise have or are likely to put tax rules in place that are extraterritorial or disproportionately affect American companies.
The U.S. Secretary of Treasury is instructed to develop and present to the President a list of options for protective measures and actions in response to such noncompliance or tax rules. As a result, this executive order may have a chilling effect on the willingness of other countries to impose or enforce the two-pillars. Currently, we do not expect to be subject to taxes under Pillar One or Pillar Two, but will continue to assess the potential impacts of both on our consolidated financial statements and related disclosures. Any future rules or regulations addressing the tax challenges arising from the digitization of the global economy could have a material adverse effect on our consolidated financial statements.
Our information systems, both online and on-premise, store and process large amounts of confidential employee,employee subscriberdata and data of our subscribers, business customers, prospects, visitors to our websites, attendees at our events and other user data,users, such as names, email addresses, phone numbers, addresses, and other personal information. Therefore, maintaining our network and identity security is critical.
Therefore, maintaining our network and identity security is critical.
In addition, we rely on the technology, systems, and services provided by third-party vendors and outsourced service providers (including cloud-based service providers) to process the personal information of our employees, subscribersemployees and other users, and for a variety of other operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions), technology functions (including application development and technology support functions) and other operations. Accordingly, we depend on the security of our third-party service providers and business partners to protect these functions and associated data. Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of personal information or other confidential information of our customers or users, including payment card (credit or debit) information.
Accordingly, we depend on the security of our third-party service providers and business partners to protect these functions and associated data. Unauthorized use of or inappropriate access to our, or our third-party service providers' or business partners' networks, computer systems and services could potentially jeopardize the security of personal information or other confidential information of our employees, customers or users, including payment card (credit or debit) information.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we or our third-party service providers or business partners may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means, such as actions or omissions by an employee or contractor, can also result in a data breach or other cybersecurity incident. A party that is able to circumvent our security measures could misappropriate our proprietary information or the information of our employees, vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or those of our employees, vendors, business partners, customers or users. As a result of any such breaches or incidents, our employees, vendors, business partners, customers, users or other third parties may assert claims of liability against us and these activities may subject us to governmental fines or penalties, legal claims, adversely impact our reputation, and interfere with our ability to provide our products and services, all of which may have an adverse effect on our business, financial condition, and results of operations. The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches or other cybersecurity incidents.
The coverage and limits of our insurance policies may not be adequate to reimburse us for losses caused by security breaches or other cybersecurity incidents.
There can be no assurance that any security measures we, or our third-party service providers, take will be effective in preventing a cybersecurity incident that could have a material impact on us. We may need to expend significant resources to protect against security incidents or to address problems caused by such incidents. If an actual or perceived incident or breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose customers or users. FailureIn toaddition, protectif confidentialhackers customer datamanipulate or to provide customers with adequate notice ofmisrepresent our privacynews policiesreporting, our reputation could also subject us to liabilities imposed by international or United States federal and state regulatory agencies or courts. We could also be subject to evolving international, federal and state laws that impose data breach notification requirements, specific data security obligations, or other customer privacy-related requirements. Our failure to comply with any of these laws or regulations may have an adverse effect on our business, financial condition, and results of operations.harmed.
Failure to protect confidential customer data or to provide customers with adequate notice of our privacy policies could also subject us to liabilities imposed by international or United States federal and state regulatory agencies or courts. We could also be subject to evolving international, federal and state laws that impose data breach notification requirements, specific data security obligations, or other customer privacy-related requirements. Our failure to comply with any of these laws or regulations may have an adverse effect on our business, financial condition, and results of operations.
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. For example, the General Data Protection Regulation adopted by the EU and the Data Protection Act of 2018 in the U.K. impose stringent data protection requirements and significant penalties for noncompliance; California's Consumer Privacy Act created data privacy rights, which other states have implemented as well.
ByMany jurisdictions have enacted or are considering enacting privacy or data protection laws and regulations that apply to the endprocessing or protection of 2025,personal weinformation. expectFor thereexample, willthe beGeneral 17Data U.S.Protection stateRegulation adopted by the EU and the Data Protection Act of 2018 in the U.K. impose stringent data protection requirements and significant penalties for noncompliance; California's Consumer Privacy Act created data privacy rights, which other states have implemented as well. A large and increasing portion of the U.S. population is covered by state comprehensive privacy laws which include the ability for users to opt-out of cookies. These privacy laws, opt-out mechanisms and general privacy awareness by consumers may limit our access to user data, reducing advertising personalization and digital advertising revenue. See "Risks Related to Digital Commerce and Media — Any required changes in effect.practices and techniques to enhance the customer experience, including for enhanced data privacy, could materially and adversely impact our advertising revenues and business results, and impair our ability to acquire consumers efficiently." These laws and regulations may impose notificationdisclosure requirements, notice and consent requirements and specific data security obligations, and may also provide for a private right of action or statutory damages. In addition, all 50 U.S. states have data breach notification laws. The compliance costs and operational burdens imposed by these laws and regulations could be significant. Failure to protect confidential personal data, provide individuals with adequate notice of our privacy policies, our use of AI products or services, or obtain required valid consent, could subject us to liabilities imposed by the jurisdictions where we operate. Further, because some of our products and services are available on the internet, we may be subject to laws or regulations exposing us to liability or compliance obligations even in jurisdictions where we do not have a substantial presence.
Management's Discussion & Analysis (MD&A)
New heading “Strategy and executive summary”
New heading “Recent developments”
New heading “Recently enacted U.S. tax legislation”
New heading “Reclassifications”
New heading “Other (income) expense, net”
New heading “Non-GAAP measure”
New heading “Reconciliation of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA”
New heading “USA TODAY Media segment 2024 compared to 2023”
New heading “LocaliQ segment 2024 compared to 2023”
Removed heading “Certain Matters Affecting Comparability”
Removed heading “Foundation for ongoing growth”
Removed heading “Three operating pillars”
Removed heading “Environmental, Social and Governance ("ESG") Initiatives”
Removed heading “Non-operating expenses (income)”
Removed heading “Domestic Gannett Media segment Adjusted EBITDA”
Removed heading “Domestic Gannett Media segment Adjusted EBITDA”
Removed heading “Newsquest segment Adjusted EBITDA”
Removed heading “Newsquest segment Adjusted EBITDA”
Removed heading “Digital Marketing Solutions segment 2024 compared to 2023”
Removed heading “DMS segment Adjusted EBITDA”
Removed heading “Digital Marketing Solutions segment 2023 compared to 2022”
Removed heading “DMS segment Adjusted EBITDA”
Removed heading “Corporate and other category 2024 compared to 2023”
Removed heading “Corporate and other category 2023 compared to 2022”
Removed heading “2026 Senior Notes”
Removed heading “Senior Secured Convertible Notes due 2027, Senior Secured Convertible Notes due 2031, and the Convertible Notes”
Removed heading “NON-GAAP FINANCIAL MEASURES”
Removed heading “Management's use of Adjusted EBITDA and Adjusted EBITDA margin”
Removed heading “Limitations of Adjusted EBITDA and Adjusted EBITDA margin”
Largest changes
“We define Adjusted EBITDA as Net income (loss) attributable to Gannett before (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on the early extinguishment of debt, (4) Non-operating pension income, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Third-party debt expenses and acquisition costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other non-operating (income) expense, net …”see in full comparison
As of December 31,see in full comparison2024,2025, the carrying value of our outstanding debt totaled$1.080$954.2billion,million, which consisted of$830.1$715.1 million related to the 2029 Term Loan Facility,$215.9$216.8 million related to the 2031 Notes (as defined below), and$33.8$22.3 million related to the 2027 Notes (as defined below).Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of default. As of December 31, 2024, we were in compliance with all such covenants and obligations. Refer to Note 8 — Debt for additional discussion regarding our debt.
“Our 2029 Term Loan Facility, 2031 Notes, and 2027 Notes all contain usual and customary covenants and events of default. As of December 31, 2025, we were in compliance with all such covenants and obligations.”see in full comparison
“Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance under U.S. GAAP and should not be considered in isolation or as an alternative to net income (loss), margin, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. We believe these non-GAAP financial performance measures, as we have defined them, are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. …”see in full comparison
“For the year ended December 31, 2024, Corporate and other operating expenses increased compared to 2023, primarily due to an increase in Asset impairments of approximately $46.0 million related to the write-off of the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements, an increase in Depreciation and amortization expense, mainly driven by software and capitalized labor, an increase in Other operating expenses, mainly driven by third-party fees expensed related to the refinancing of our debt in October 2024, and an increase in Selling, general and …”see in full comparison
“Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3) Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other (income) expense, net.”see in full comparison
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We are a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. WeOur seekmission is to inspire, inform, and connect audiencesaudiences. asAs a sustainable, growth focused media and digital marketing solutions company.company we are focused on sustainable growth. 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,journalism wherewhen and whenwhere consumers want toit. engage.LocaliQ, We prioritize a digital-first strategy, focusing on audience growth and engagement while diversifying revenue streams. Ourour 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.
In November 2025, we changed our corporate name from Gannett Co., Inc. to USA TODAY Co., Inc. and we revised the names of two of our reportable segments: Domestic Gannett Media is now referred to as USA TODAY Media and Digital Marketing Solutions is now referred to as LocaliQ. We do not distinguish between our prior and current corporate and reportable segment names and refer to our current corporate and reportable segment names throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "USA TODAY Co.," "Company," "we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its subsidiaries.
We report in three segments: DomesticUSA GannettTODAY Media, Newsquest and Digital Marketing Solutions ("DMS").LocaliQ. We also have a Corporate and other category that includes activities not directly attributable to a specific reportable segment and includes expenses associated with broad corporate functions, such as legal, human resources, accounting, analytics, finance, marketing and technology, as well as other general business costs.functions. A full description of our reportable segments is included in Note 1415 — Segment reporting in the notes to the Consolidated financial statements.
Strategy and executive summary
We are focused on becoming a sustainable, growth‑driven media and digital marketing solutions company. Our strategy is rooted in three operating pillars: (i) expanding our reach and engagement, (ii) diversifying our digital revenues, and (iii) strengthening our capital structure, all supported by an increasingly integrated operating foundation, including modernized technology systems, automated workflows, enhanced data capabilities, and continued investment in our people and talent development. Our strategy unifies trusted journalism and digital innovation under one brand: USA TODAY Co. and is represented by our motto, "National voice. Local strength." Our consolidated results for the year ended December 31, 2025, reflect the execution of our operating priorities, including the changes in our mix of revenues, cost structure, and capital allocation.
We aim to grow and strengthen our large national and local audiences across our USA TODAY Media, Newsquest, and LocaliQ segments by delivering relevant content and expanded offerings, and as of December 31, 2025, we have built one of the largest digital audiences in the U.S. media sector, both locally and nationally.
We seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms, maximizing yield, and tailoring opportunities to individual consumer behavior. We aim to accomplish this by offering a wide range of solutions across advertising, subscriptions, and commerce, while increasingly leveraging our existing content to power syndication, affiliate, content and AI partnerships, as well as licensing arrangements. As a result of these efforts, as of December 31, 2025, total Digital revenues as a percentage of total revenues increased by two percentage points to 46% compared to 44% at December 31, 2024.
We remain focused on reducing debt, generating consistent cash flow, and creating flexibility to reinvest in growth initiatives with the goal to support long‑term financial resilience and innovation. During the year ended December 31, 2025, we repaid $135.5 million of long-term debt and as of December 31, 2025 had cash provided by operating activities of $114.4 million.
BusinessIndustry Trendstrends
We have considered several industry trends when assessing our business strategy:
•Shortages of newsprint have resulted in price volatility and in 2026, we expect to see price increases.
•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but not limited to, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence. We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced spending.
We believe that these factors are contributing to uncertainty, which is resulting in lower levels of advertising performance and reduced spending.
•The application of artificial intelligence ("AI") and the rapid rate of change within the AI ecosystem is increasing the pace of change in the media sector.
Recent developments
On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under our 2029 Term Loan Facility in an aggregate principal amount equal to $15.0 million from funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan Facility, as described in Note 9 — Debt and Note 16 — Subsequent events in the notes to the Consolidated financial statements, were amended. Subsequent to the Detroit News Transaction the 2029 Term Loan Facility will bear interest at an annual rate equal to Adjusted Term SOFR plus a margin of 4.5% with a floor of 150 basis points.
Recently enacted U.S. tax legislation
On July 4, 2025, the President signed into law H.R. 1, titled the "One Big Beautiful Bill Act" (the "Act"), which introduced significant tax law changes with varying effective dates for businesses. We have evaluated the provisions of the Act on the Consolidated financial statements, and its impact was included in our income tax provision for the year ended December 31, 2025. Key provisions of the Act applicable to us include the reinstatement of EBITDA, rather than EBIT, in determining adjusted taxable income under Section 163(j), the immediate expensing of domestic research and experimental expenditures, and the extension of 100% bonus depreciation for qualified property placed in service after January 19, 2025. Beginning with 2026, the legislation also makes changes to the Global Intangible Low-Taxed Income regime, including an increase in the effective tax rate and modifications to the calculation of tested income. As a result of the changes in determining adjusted taxable income under Section 163(j), the Company's limitation on the deductibility of business interest expense and our corresponding valuation allowance on non-deductible U.S. interest expense carryforwards was reduced.
We are exposed to certain risks and uncertainties caused by factors beyond our control, including, among other things, trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and political instability and other geopolitical events. We believe that these uncertain economic conditions have adversely impacted and may continue to have an adverse impact on our revenues, and the occurrence of these factors has resulted in a reduction in demand for our print and digital advertising, reduced the rates for our advertising, and caused marketers to shift, reduce or stop spend.
We are exposed to potential increases in interest rates associated with our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), which as of December 31, 2025, accounted for approximately 75% of our outstanding 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.
We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday related spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year, which can be attributed to the advertising needs of specific verticals, which are generally lower in the first half of the year.
Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During the year ended December 31, 2025, foreign currency exchange rate fluctuations had a positive impact on our revenues and profitability.
Reclassifications
Certain reclassifications have been made to the prior years' Consolidated financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income (loss), equity or cash flows as previously reported.
A summary of our consolidated results is presented below. Refer to Segment results below for a discussion of results by segment.
*** Indicates an absolute value percentage change greater than 100.
(a) Amounts are net of intersegment eliminations of $134.0 million, $151.8 million and $150.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.
(b) Included Commercial printing and delivery revenues of $121.4 million, $152.0 million and $186.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(c) Other (income) expense, net primarily reflects the components of net periodic pension and postretirement benefits other than service cost, expert fees associated with the litigation with Google, consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.
Digital revenues are primarily derived from digital advertising offerings such as digital marketing services generated through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions, classified advertisements and display advertisements, which may leverage third-party providers, and digital distribution of our publications, as well as digital content syndication, affiliate, content and AI partnerships, and licensing revenues.
Operating costs at the USA TODAY Media and Newsquest segments include labor, newsprint, delivery and digital costs and at the LocaliQ segment include the cost of online media acquired from third parties and costs to manage and operate our marketing solutions and technology infrastructure.
Selling, general and administrative expenses include labor, payroll, outside services, benefits costs and bad debt expense.
Integration and reorganization costs include severance costs as well as other reorganization costs associated with individual restructuring programs, designed primarily to right-size our employee base, consolidate facilities and improve operations.
For the year ended December 31, 2025, we incurred Integration and reorganization costs of $31.6 million. Of the total costs incurred, $28.9 million were related to severance activities and $2.7 million were related to other reorganization-related costs, mainly due to $12.8 million of costs associated with improving operations and consolidating facilities and $2.1 million related to the departure of the Company's former Chief Financial Officer, partially offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $12.2 million based on the settlement of withdrawal liabilities.
Certain Matters Affecting Comparability
The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for future results:
For the year ended December 31, 2024, we recorded impairment charges of $46.6 million, of which approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements. For the years ended December 31, 2023 and 2022, we recorded impairment charges of $1.4 million and $1.1 million related to our plan to monetize non-strategic assets.
For the year ended December 31, 2024, we recognized a net loss on the sale of assets of $1.1 million, primarily related to net losses of $1.7 million at the Domestic Gannett Media segment and $0.2 million at our Corporate and other category, partially offset by a net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2023, we recognized a net gain on the sale of assets of $40.1 million, primarily related to a net gain of $38.9 million at the Domestic Gannett Media segment due to the sales of production facilities as part of our plan to monetize non-strategic assets, and a gain of $1.4 million at our Corporate and other category related to the sale of intellectual property.
For the year ended December 31, 2022, we recognized a net gain on the sale of assets of $6.9 million, primarily related to a net gain of $6.7 million at the Domestic Gannett Media segment, mainly driven by the sales of production facilities as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2025, we recorded impairment charges of $2.2 million related to our plan to monetize non-strategic assets.
For the year ended December 31, 2024, we recorded impairment charges of $46.6 million, of which approximately $46.0 million related to the McLean, Virginia operating lease right-of-use asset and the associated leasehold improvements.
For the year ended December 31, 2023, we recorded impairment charges of $1.4 million related to our plan to monetize non-strategic assets.
For the year ended December 31, 2025, we recognized a net gain on the sale of assets of $16.8 million, primarily related to a gain of $20.8 million related to the sale of the Austin American-Statesman, partially offset by a loss of $5.4 million on the sale of a non-strategic asset at the USA TODAY Media segment.
For the year ended December 31, 2024, we recognized a net loss on the sale of assets of $1.1 million, primarily related to net losses of $1.7 million at the USA TODAY Media segment and $0.2 million at our Corporate category, partially offset by a net gain of $0.9 million at the Newsquest segment, as part of our plan to monetize non-strategic assets.
For the year ended December 31, 2023, we recognized a net gain on the sale of assets of $40.1 million, primarily related to a net gain of $38.9 million at the USA TODAY Media segment due to the sales of production facilities as part of our plan to monetize non-strategic assets, and a gain of $1.4 million at our Corporate category related to the sale of intellectual property.
For the year ended December 31, 2022, we incurred Integration and reorganization costs of $88.0 million. Of the total costs incurred, $57.6 million were related to severance activities and $30.4 million were related to other costs, including a withdrawal liability related to multiemployer pension plans of $8.6 million, which was expensed as a result of ceasing contributions, costs for consolidating operations, primarily related to systems implementation and the outsourcing of corporate functions, and facilities consolidation expenses, primarily associated with exiting a lease.
Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in regions such as Canada, Australia, New Zealand and India. Earnings from operations in foreign regions are translated into U.S.
dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Currency translation fluctuations may impact revenue, expense, and operating income results for our international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. Foreign currency exchange rate fluctuations positively impacted our revenues and profitability during the year ended December 31, 2024.
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 in three 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
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 built one 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.
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.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Depreciation and amortization”
Removed heading “Recent developments”
Largest changes
“(a) For the three and six months ended June 30, 2026, included Google litigation reimbursements.”see in full comparison
For the three and six months endedsee in full comparisonMarchJune31,30, 2026, Digital other revenues increased compared to the three and six months endedMarchJune31,30, 2025, primarily due to revenues from AI partnerships, and to a lesser extent an increase inrevenuesaffiliatefromandAIsyndicationpartnerships.revenues.
“On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") in an aggregate principal amount equal to $15.0 million from funds managed by affiliates of Apollo Global Management Inc. …”see in full comparison
“For the three and six months ended June 30, 2026, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to the three and six months ended June 30, 2025, primarily due to a decrease in third-party media fees of $8.4 million and $13.1 million, respectively, including the impact of businesses divested of $1.3 million for the six months ended June 30, 2026. …”see in full comparison
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Recent developments
On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group (the "Detroit News Transaction"). Financing for the Detroit News Transaction was funded partially with cash on the balance sheet, and in part with incremental debt financing under our $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") in an aggregate principal amount equal to $15.0 million from funds managed by affiliates of Apollo Global Management Inc. As part of the financing, certain terms of our 2029 Term Loan Facility, as described in Note 6 — Debt in the notes to the condensed consolidated financial statements, were amended. The Detroit News Transaction was accounted for as an equity transaction as we retained control of the business both before and after the transfer. Accordingly, no gain or loss or step-up in basis was recognized in the condensed consolidated statements of operations and comprehensive income (loss).
We are exposed to potential increases in interest rates associated with our 2029 Term Loan Facility, which as of MarchJune 31,30, 2026, accounted for approximately 75%74% of our outstanding debt, as well as fluctuations in foreign currency exchange rates, primarily related to our operations in the U.K. We expect continued uncertainty and volatility in the U.S. and global economies which will continue to impact our business.
Our U.K. media operations are conducted through our Newsquest subsidiary. In addition, we have foreign operations in regions such as Canada, Australia and New Zealand. Earnings from operations in foreign regions are translated into U.S. dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Currency translation fluctuations have and are expected to continue to impact revenues, expenses,costs and Segment Adjusted EBITDA for our international operations. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. During the three and six months ended MarchJune 31,30, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on costs.
(a) Amounts are net of intersegment eliminations of $28.4 million and $34.5$34.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $56.8 million and $69.3 million for the six months ended June 30, 2026 and 2025, respectively. Intersegment eliminations represent digital marketing services revenues and expenses associated with products sold by sales teams in our USA TODAY Media and Newsquest segments but fulfilled by our LocaliQ segment. When discussing segment results, these revenues and expenses are presented gross but are eliminated in consolidation.
(b) Included Commercial printing and delivery revenues of $28.7$29.3 million and $32.2$31.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $58.1 million and $63.5 million for the six months ended June 30, 2026 and 2025, respectively.
(c) Other (income) expense, net primarily reflectsreflected Google litigation costs (including related reimbursements) and other legal settlements, (gains) losses from the sale of investments, third-party debt costs, the components of net periodic pension and postretirement benefits other than service cost, and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.processes.
Depreciation and amortization
For the three and six months ended June 30, 2026, Depreciation and amortization was $31.2 million and $62.4 million, respectively, compared to $42.6 million and $85.3 million for the three and six months ended June 30, 2025. The decrease for both the three and six months ended June 30, 2026 and 2025 was mainly driven by the absence in 2026 of accelerated depreciation recognized in 2025 related to facility shutdowns and a decrease in amortization driven by intangible assets which were fully amortized in 2025.
For the three and six months ended MarchJune 31,30, 2026, we incurred Integration and reorganization costs of $2.2$2.3 million.million and $4.5 million, respectively. Of the total costs incurred, $2.1$0.7 million and $2.9 million, respectively, were related to severance activitiesactivities, and were $0.1$1.6 million in each period was related to other reorganization-related costs.
For the three and six months ended MarchJune 31,30, 2025, we incurred Integration and reorganization costs of $9.5$12.3 million.million and $21.8 million, respectively. Of the total costs incurred, $6.2$8.2 million and $14.4 million, respectively, were related to severance activities and $3.3$4.1 million and $7.5 million, respectively, were related to other reorganization-related costs.costs, mainly due to costs associated with improving operations and consolidating facilities. In addition, for the six months ended June 30, 2025, Other reorganization-related costs included $5.1$2.1 million, primarily due to costs related to the departure of the Company's former Chief Financial Officer of $2.1 million, as well as costs associated with improving operations and consolidating facilities,Officer, partially offset by the reversal of a withdrawal liability related to a multiemployer pension plan of $1.8 million based on the settlement of the withdrawal liability.
GainLoss (gain) on sale or disposal of assets, net
For the three months ended MarchJune 31,30, 2026, we recognized a net loss on the sale of assets of $0.3 million. For the six months ended June 30, 2026, we recognized a net gain on the sale of assets of $7.8$7.6 million, primarily at the USA TODAY Media segment as part of our plan to monetize assets.
For the three and six months ended MarchJune 31,30, 2025, we recognized a net gaingains on the sale of assets of $20.7$1.6 million and $22.3 million, respectively. For the six months ended June 30, 2025, the gain was primarily related to a gain of $20.8 million recognized on the sale of the Austin American-Statesman (the "Statesman") at the USA TODAY Media segment as part of our plan to monetize assets.
For the three and six months ended MarchJune 31,30, 2026, Interest expense was $21.2$20.9 million and $42.2 million, respectively, compared to $26.1$24.4 million and $50.5 million, respectively, for the three and six months ended MarchJune 31,30, 2025. For the three and six months ended MarchJune 31,30, 2026, interest expense decreased compared to the three and six months ended MarchJune 31,30, 2025, mainly due to a lower debt balance.balance and a lower rate on our 2029 Term Loan Facility.
(a) For the three and six months ended June 30, 2026, included Google litigation reimbursements.
(ab) Primarily includesincluded the components of net periodic pension and postretirement benefits other than service cost, third-party debt costs and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments and third-party debt costs.processes.
The provision for income taxes for the three and six months ended MarchJune 31,30, 2026, was primarily driven by pre-tax book income and the global intangible low-taxed income inclusion, partially offset by the generation of research and development credits and excess tax benefits related to share-based compensation. The provision was calculated using an estimated annual effective tax rate of 36.2%.35.2%. The estimated annual effective tax rate before discrete items is principally impacted by the projected full year pre-tax book income, the global intangible low-taxed income inclusion and state tax expense, partially offset by the generation of the research and development credit.credit and the partial release of valuation allowances on deferred tax assets related to previously disallowed U.S. interest expense carryforwards. The estimated annual effective tax rate is based on the projected tax expense for the full year.
The benefit for income taxes for the three months ended MarchJune 31,30, 2025, was primarily driven by thean pre-taxincrease book loss andin the releaseestimated annual effective tax rate, resulting from a decrease in full year net income before tax forecasts used in the second quarter of valuation2025. allowancesThis onbenefit capital loss carryforwards associated with the sale of the Statesman. These benefits werewas partially offset by the global intangible low-taxed income inclusion and an increaseincreases in valuation allowances on non-deductible U.S. interest expenseexpense, carryforwards.the global intangible low taxed income inclusion, and foreign tax expense. The benefit was calculated using an estimated annual effective tax rate of 53.0%.403.1%.
The benefit for income taxes for the six months ended June 30, 2025, was mainly driven by the pre-tax book loss and the release of valuation allowances on capital loss carryforwards associated with the sale of the Statesman. These benefits were partially offset by the increase in valuation allowances on non-deductible U.S. interest expense carryforwards and the global intangible low-taxed income inclusion.
Net income (loss) attributable to USA TODAY Co. and diluted income (loss) per share attributable to USA TODAY Co.
For the three months ended MarchJune 31,30, 2026, Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. were $19.9$9.1 million and $0.12,$0.06, respectively, compared to Net lossincome attributable to USA TODAY Co. and diluted lossincome per share attributable to USA TODAY Co. of $7.3$78.4 million and $0.05,$0.42, respectively, for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. were $29.0 million and $0.18, respectively, compared to Net income attributable to USA TODAY Co. and diluted income per share attributable to USA TODAY Co. of $71.1 million and $0.40, respectively, for the six months ended June 30, 2025. The change for the three and six months ended MarchJune 31,30, 2026, compared to the same periods in the prior year reflectsreflected the various items discussed above.
(b) Other (income) expense, net primarily reflectsreflected Google litigation costs (including related reimbursements) and other legal settlements, (gains) losses from the sale of investments, third-party debt costs, the components of net periodic pension and postretirement benefits other than service cost, and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes, (gains) losses from the sale of investments, third-party debt costs and the components of net periodic pension and postretirement benefits other than service cost.processes.
*** Indicates an absolute value percentage change greater than 100.
(a) Included Commercial printing and delivery revenues of $26.3$26.9 million and $29.8$28.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $53.2 million and $58.6 million for the six months ended June 30, 2026 and 2025, respectively.
For the three and six months ended MarchJune 31,30, 2026, Digital advertising revenues decreased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to a decrease in national programmatic and sponsored link revenues and the absence of revenues in 2026 associated with businesses divested of $0.6 million,revenues, partially offset by higher classified advertising spend.
For the three and six months ended MarchJune 31,30, 2026, Digital marketing services revenues decreased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to a decrease in clientcustomer countcount. andIn addition, the decrease for the six months ended June 30, 2026 reflected the absence of revenues in 2026 associated with a business divested of $1.5 million.
For the three and six months ended MarchJune 31,30, 2026, Digital-only subscription revenues increased compared to the three and six months ended MarchJune 31,30, 2025, primarily duedriven toby an increase in digital-only subscription average revenue per user ("Digital-only ARPU") of 48%,39% partiallyand offset41%, by the absence of revenues in 2026 associated with businesses divested of $0.7 million.respectively. Refer to "Key Performance Indicators" below for further discussion of Digital-only ARPU.
For the three and six months ended MarchJune 31,30, 2026, Digital other revenues increased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to revenues from AI partnerships, and to a lesser extent an increase in revenuesaffiliate fromand AIsyndication partnerships.revenues.
For the three months ended March 31, 2026, Print advertising revenues decreased compared to the three months ended March 31, 2025, primarily due to a decrease in local advertiser inserts and print display advertisements, lower classified advertisement spend and the absence of revenues in 2026 associated with businesses divested of $8.4 million.
For the three months ended March 31, 2026, Print circulation revenues decreased compared to the three months ended March 31, 2025, primarily due to a decline in home delivery revenues as a result of a reduction in the volume of subscribers, and to a lesser extent a decline in single copy revenues, partially offset by an increase in rates. The decrease for the three months ended March 31, 2026 was also due to the absence of revenues in 2026 associated with businesses divested of $1.4 million.
For the three and six months ended MarchJune 31,30, 2026, CommercialPrint and otheradvertising revenues decreased compared to the three and six months ended MarchJune 31,30, 2025, mainlyprimarily driven by the decline in production volume related todue the absence of revenues in 2026 associated with businesses divested of $4.3$6.0 million and $14.4 million, partiallyrespectively, offsetas bywell anas increaselower classified advertisement spend and a decrease in commerciallocal printadvertiser volume.inserts.
For the three and six months ended June 30, 2026, Print circulation revenues decreased compared to the three and six months ended June 30, 2025, primarily due to a decline in home delivery revenues as a result of a reduction in the volume of subscribers, and to a lesser extent a decline in single copy revenues, partially offset by an increase in rates. In addition, the decrease for the six months ended June 30, 2026 reflected the absence of revenues in 2026 associated with businesses divested of $1.4 million.
The following table provides the breakout of Operating costs for the three months ended March 31, 2026 and 2025:
For the three and six months ended MarchJune 31,30, 2026, NewsprintCommercial and other production materialsrevenues decreased compared to the three and six months ended MarchJune 31,30, 2025, primarilymainly duedriven toby the impactabsence of revenues in 2026 associated with businesses divested of $1.5$5.9 million and $10.2 million, includingrespectively, lowerpartially volume drivenoffset by thean declineincrease in revenues.production volume.
For the three months ended March 31, 2026, Distribution costs decreased compared to the three months ended March 31, 2025, primarily due to the impact of businesses sunset of $6.1 million.
For the three months ended March 31, 2026, Compensation and benefits costs decreased compared to the three months ended March 31, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives and the conversion to mail delivery in multiple markets.
For the three months ended March 31, 2026, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to the three months ended March 31, 2025, primarily due to a decrease in third-party media fees of $4.7 million, including the impact of businesses divested of $1.3 million.
For the three months ended March 31, 2026, Other costs decreased compared to the three months ended March 31, 2025, primarily due to lower facility related expenses of $4.4 million, mainly associated with downsizing our facilities footprint.
The following table provides the breakout of Selling,Operating general and administrative expensescosts for the three and six months ended MarchJune 31,30, 2026 and 2025:
For the three and six months ended MarchJune 31,30, 2026, CompensationNewsprint and benefitsother production materials costs decreased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to athe decreaseimpact of businesses divested of $1.5 million and $3.0 million, respectively, including lower volume driven by the decline in headcountrevenues, tiedpartially tooffset ongoingby an increase in the cost controlof initiatives.newsprint.
For the three and six months ended June 30, 2026, Distribution costs decreased compared to the three and six months ended June 30, 2025, primarily due to the impact of businesses sunset of $4.5 million and $10.6 million, respectively, and volume declines, partially offset by an increase in costs associated with higher print advertising revenues.
For the three and six months ended MarchJune 31,30, 2026, Outside servicesCompensation and otherbenefits costs, which include services fulfilled by third parties,costs decreased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to lowera costsdecrease associatedin withheadcount professionaltied services,to promotion,ongoing cost control initiatives, including downsizing our facilities footprint, and technology, as well as the impactconversion ofto businessesmail divesteddelivery ofin $1.6multiple million.markets.
For the three and six months ended June 30, 2026, Outside services costs, which includes professional services fulfilled by third parties, media fees and other digital costs, and paid search and ad serving services, decreased compared to the three and six months ended June 30, 2025, primarily due to a decrease in third-party media fees of $8.4 million and $13.1 million, respectively, including the impact of businesses divested of $1.3 million for the six months ended June 30, 2026. The decrease for both the three and six months ended June 30, 2026 was partially offset by higher costs of $1.1 million and $0.9 million, respectively, mainly due to third-party print costs as a result of downsizing our facilities footprint. Included in the higher costs for the three and six months ended June 30, 2026, was the impact of businesses divested of $2.1 million and $4.1 million, respectively.
For the three and six months ended June 30, 2026, Other costs decreased compared to the three and six months ended June 30, 2025, primarily due to lower facility related expenses of $5.2 million and $9.6 million, respectively, mainly associated with downsizing our facilities footprint.
The following table provides the breakout of Selling, general and administrative expenses for the three and six months ended June 30, 2026 and 2025:
For the three and six months ended June 30, 2026, Compensation and benefits costs decreased compared to the three and six months ended June 30, 2025, primarily due to a decrease in headcount tied to ongoing cost control initiatives.
For the three and six months ended June 30, 2026, Outside services and other costs, which include services fulfilled by third parties, decreased compared to the three and six months ended June 30, 2025, primarily due to lower costs associated with professional services, promotion, and technology. In addition, the decrease for the six months ended June 30, 2026 reflected the absence of revenues in 2026 associated with businesses divested of $1.6 million.
Our U.K. media operations are conducted through our Newsquest subsidiary, which are translated into U.S. dollars at average exchange rates prevailing during the period. Currency translation fluctuations have and are expected to continue to impact revenues, expensescosts and Segment Adjusted EBITDA. During the three and six months ended MarchJune 31,30, 2026, foreign currency exchange rate fluctuations had a positive impact on our revenues and Segment Adjusted EBITDA and a negative impact on costs.
(a) Included Commercial printing and delivery revenues of $2.5$2.4 million and $2.4$2.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $4.9 million and $5.0 million for the six months ended June 30, 2026 and 2025, respectively.
For the threesix months ended MarchJune 31,30, 2026, Digital advertising revenues increased compared to the threesix months ended MarchJune 31,30, 2025, primarily due to the positive impact of foreign currency exchange rate fluctuations of $0.8$0.9 million.
For the three and six months ended MarchJune 31,30, 2026, Digital-only subscription revenues increased compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by an increase in digital-only paid subscriptions. Refer to "Key Performance Indicators" below for further discussion of digital-only paid subscriptions.
For the three and six months ended MarchJune 31,30, 2026, Digital other revenues increased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to an increase in digital content syndication.
For the three months ended March 31, 2026, Print advertising revenues increased compared to the three months ended March 31, 2025, primarily due to the positive impact of foreign currency exchange rate fluctuations of $1.2 million, partially offset by a decline in print display revenues and classified advertisement spend.
For the three and six months ended MarchJune 31,30, 2026, Print circulationadvertising revenues increaseddecreased compared to the three and six months ended MarchJune 31,30, 2025, primarily driven by a decline in sponsorship revenues due to the absence of a conference in 2026. In addition, the decrease for the six months ended June 30, 2026, was partially offset by the positive impact of foreign currency exchange rate fluctuations of $1.1$1.2 million.
The following table provides the breakout of Operating costs for the three months ended March 31, 2026 and 2025:
For the three months ended March 31, 2026, Compensation and benefits costs increased compared to the three months ended March 31, 2025, primarily due to higher employer taxes and higher wages, including minimum wages.
The following table provides the breakout of Selling, general and administrative expenses for the three months ended March 31, 2026 and 2025:
For the three and six months ended MarchJune 31,30, 2026, CompensationCommercial and benefitsother costsrevenues increaseddecreased compared to the three and six months ended MarchJune 31,30, 2025, primarily due to the impactabsence of foreigna currencyconference exchangein rate fluctuations.2026.
The following table provides the breakout of Operating costs for the three and six months ended June 30, 2026 and 2025:
TDAY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 13,471 shares, about $78.8K). Net open-market shares: -13,471 (purchases minus sales); net value about -$78.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Louis John Jeffry |
Grant/award | 4,769 | — | — |
| 2026-08-06 | Reed Michael |
Option exercise | 113,379 | — | — |
| 2026-08-06 | Reed Michael |
Shares withheld for tax | 57,880 | $8.00 | $463.0K |
| 2026-08-06 | Gosser Trisha |
Shares withheld for tax | 3,326 | $8.00 | $26.6K |
| 2026-08-06 | Gosser Trisha |
Option exercise | 10,393 | — | — |
| 2026-08-06 | Gallagher Cindy |
Option exercise | 9,070 | — | — |
| 2026-08-06 | Gallagher Cindy |
Shares withheld for tax | 2,731 | $8.00 | $21.8K |
| 2026-08-05 | Reed Michael |
Shares withheld for tax | 61,211 | $8.66 | $530.1K |
| 2026-08-05 | Reed Michael |
Option exercise | 119,904 | — | — |
| 2026-08-05 | Gosser Trisha |
Option exercise | 29,576 | — | — |
| 2026-08-05 | Gosser Trisha |
Shares withheld for tax | 9,465 | $8.66 | $82.0K |
| 2026-08-05 | Gallagher Cindy |
Option exercise | 9,592 | — | — |
| 2026-08-05 | Gallagher Cindy |
Shares withheld for tax | 2,888 | $8.66 | $25.0K |
| 2026-06-30 | Louis John Jeffry |
Grant/award | 3,508 | — | — |
| 2026-06-02 | Janulis Theodore Peter |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Louis John Jeffry |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Reinhard Amy |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Sandler Debra A. |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Sheehan Kevin M |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Al-Emam Maha |
Grant/award | 16,046 | — | — |
| 2026-06-02 | Wall Barbara W. |
Grant/award | 16,046 | — | — |
| 2026-02-06 | Louis John Jeffry |
Open-market sale | 13,471 | $5.85 | $78.8K |
Well-known investors holding TDAY (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Leon Cooperman | 2026-06-30 | 6,271,961 | $53.6M | 1.51% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 4,475,879 | $38.3M | 0.02% | Added 18% |
| Two Sigma Investments | 2026-06-30 | 1,318,216 | $11.3M | 0.01% | Added 178% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,030,845 | $8.8M | 0.0% | Added 4% |
| Renaissance Technologies | 2026-06-30 | 833,619 | $7.1M | 0.01% | Reduced 11% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 397,060 | $2.8M | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 349,129 | $2.5M | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 42,936 | $367.1K | 0.0% | Added 22% |