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USA TODAY Co., Inc. 2025 Form 10-K Summary

Business Context and Reporting Period

This Annual Report covers the fiscal year ended December 31, 2025. In November 2025, the company changed its name from Gannett Co., Inc. to USA TODAY Co., Inc. and rebranded its reportable segments: "Domestic Gannett Media" is now USA TODAY Media, and "Digital Marketing Solutions" is now LocaliQ. The company operates three primary segments: USA TODAY Media (U.S. national and local news), Newsquest (U.K. news), and LocaliQ (digital marketing solutions for SMBs). The company reported a net income of $1.7 million for the year, a significant turnaround from a net loss of $26.4 million in 2024.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability Turnaround: The company returned to profitability, driven by a significant reduction in integration and reorganization costs (down 52% to $31.6 million) and a $16.8 million gain on the sale of assets (primarily the Austin American-Statesman), compared to a $46.6 million asset impairment charge in 2024.
• Revenue Decline: Total revenues declined 8% year-over-year. Print and commercial revenues fell 11% due to continued declines in print advertising and circulation. Digital revenues declined 4%, though they now represent 46% of total revenue.
• Debt Reduction: The company prepaid $135.5 million on its 2029 Term Loan Facility during the year, reducing total debt carrying value by approximately $126 million.
• Segment Performance:
  • USA TODAY Media: Revenues declined 10% to $1.74 billion; Adjusted EBITDA declined 11% to $181.1 million.
  • Newsquest: Revenues were flat at $238.3 million; Adjusted EBITDA increased 7% to $56.9 million.
  • LocaliQ: Revenues declined 6% to $448.3 million due to a decline in customer count; Adjusted EBITDA increased 6% to $46.3 million.

Guidance, Outlook, and Risks

• Strategic Focus: Management continues to prioritize expanding digital reach, diversifying digital revenue streams (including AI partnerships), and strengthening the capital structure through debt reduction.
• Capital Expenditures: Expected to total between $55 million and $65 million in 2026, focused on digital product development and technology systems.
• Key Risks:
  • Indebtedness: The company carries significant debt ($954.2 million), with the 2029 Term Loan Facility accounting for ~75%. Covenants restrict dividends and additional borrowing.
  • Macroeconomic Factors: Inflation, interest rates, and consumer confidence impact advertising spend and newsprint costs.
  • Competition & Technology: Intense competition from digital platforms (Google, social media) and the rapid evolution of AI pose risks to traffic, engagement, and monetization.
  • Supply Chain: Newsprint supply chain disruptions and price volatility remain a concern, with a supplier closure noted in early 2026.
• Subsequent Events: On January 31, 2026, the company completed the transfer of The Detroit News from MediaNews Group, funded partially by cash and $15.0 million in incremental debt.

Investor Verification Checklist

• Debt Covenants: Verify compliance with the 2029 Term Loan Facility covenants, specifically the minimum liquidity requirement of $30.0 million and leverage ratios.
• Convertible Notes: Review the terms of the 2027 and 2031 Convertible Notes, noting the potential for significant dilution (up to 52% of shares outstanding) upon conversion.
• Asset Sales: Confirm the sustainability of earnings without one-time gains from asset sales (e.g., Austin American-Statesman) and impairment reversals.
• Digital Growth: Assess the trajectory of digital-only paid subscriptions, which totaled 1.5 million but declined 27% year-over-year in the USA TODAY Media segment.
• Newsprint Costs: Monitor newsprint pricing and supply chain stability following the supplier closure reported in Q1 2026.