gci-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36097

GANNETT CO., INC.

(Exact name of registrant as specified in its charter)


Delaware			38-3910250
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

175 Sully's Trail, Suite 203,	Pittsford,	New York	14534-4560
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (703) 854-6000

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	GCI	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)

has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐	Smaller reporting company	☐
						Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of

its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the

registrant's Common Stock as reported on The New York Stock Exchange on June 30, 2024 was approximately $648.5 million. The registrant

has no non-voting common equity.

As of February 14, 2025, 147,369,070 shares of the registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information in the definitive proxy statement for the registrant's Annual Meeting of Stockholders for 2025, to be filed with the

Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2024, is incorporated by reference

in Part III to the extent described therein.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including "Item 1 — Business," "Item 1A — Risk Factors" and "Item 7 —

Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current

views regarding, among other things, our future or ongoing growth, results of operations, performance, business prospects and

opportunities, stock repurchases, our expectations, in terms of both amount and timing, with respect to debt repayment and our

capital structure, our foundation, and our environmental, social and governance goals, and are not statements of historical fact.

Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "focus(ed)," "goal," "project," "opportunity," "believe(s),"

"will," "aim," "strive(s)," "commit," "would," "could," "can," "may," "seek(s)," "estimate(s)" and similar expressions are

intended to identify such forward-looking statements.

Forward-looking statements are based on management's current expectations and beliefs and are subject to a number of

known and unknown risks, uncertainties, and other factors that could lead to actual results materially different from those

described in the forward-looking statements. We can give no assurance our expectations will be attained. Our actual results,

liquidity, and financial condition may differ materially from the anticipated results, liquidity, and financial condition indicated

in the forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve risks and

uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from the

expectations or estimates reflected in such forward-looking statements, including, among others, the risks identified by us under

the heading "Risk Factors" in Item 1A of this report, as well as other risks and factors identified from time to time in our other

filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on any such forward-

looking statements, which speak only as of the date they are made. New risk factors emerge from time to time, and it is not

possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,

or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any

forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events,

conditions, or circumstances on which any statement is based.

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PART I

ITEM 1. BUSINESS

Overview

Gannett Co., Inc. ("Gannett", "we", "us", "our", or the "Company") is a diversified media company with expansive reach at

the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect

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

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

including our network of local properties, in the United States (the "U.S."), and Newsquest, a wholly-owned subsidiary

operating in the United Kingdom (the "U.K."), we provide essential journalism, local content, and digital experiences to

audiences and businesses. We deliver high-quality, trusted content with a commitment to balanced, unbiased journalism, where

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

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

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

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

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

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

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

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

reporting in the notes to the Consolidated financial statements.

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

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

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

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

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

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

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

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

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

Newsquest segments during 2024.

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

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

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

Strategy

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

marketing solutions company. Our strategy is rooted 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

Expand reach and engagement with our customer segments

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

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

As of December 31, 2024, we have 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.

Diversify digital revenues

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

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

spectrum and tailors such opportunities based on individual consumer habits.

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

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

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

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

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

experience.

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

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

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

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

Strengthen our capital structure

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

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

health.

Domestic Gannett Media Segment

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

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

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

Our core offerings include:

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

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

archived editions; and

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

shoppers and niche publications).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Digital, or WashingtonPost.com(a).

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

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

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

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

Domestic Gannett Media segment revenues

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

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

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

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

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

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

innovative delivery methods, such as same day mail.

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

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

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

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

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

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

every stage of the purchase path.

Digital revenues

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

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

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

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

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

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

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

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

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

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

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

websites.

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

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

licensing revenues.

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

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

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

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

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

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

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

Digital-only ARPU.

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Print and commercial revenues

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

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

it our single largest revenue category in 2024.

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

commercial and other. Below are descriptions of the categories:

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

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

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

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

revenues from our events business.

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

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

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

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

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

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

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

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

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

Events

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

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

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

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

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

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

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

Production and Distribution

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

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

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

publications.

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

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

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

We continuously explore lower-cost delivery options.

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

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

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

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

Competition

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

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

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

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

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

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

advertising networks and other programmatic buying channels for advertising revenues.

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

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

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

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

platforms, including AI-driven platforms.

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

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

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

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

development and partnerships.

Joint Operating Agreement

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

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

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

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

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

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

longer pays a management fee associated with the York JOA.

Major Publications and Markets we Serve

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

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

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

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

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

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

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Newsquest Segment

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

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

Our core offerings include:

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

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

publications).

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

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

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

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

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

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

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

approximately 4.0 million every week.

Newsquest segment revenues

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Digital revenues

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

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

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

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

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

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

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

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

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

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

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

of third-party websites.

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

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

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

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

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

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

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

discussion of digital-only subscriptions.

Print and commercial revenues

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

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

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

and other. Below are descriptions of the categories:

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

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

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

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

Production and Distribution

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

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

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

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

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

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

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

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

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

market.

Competition

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

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

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

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

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

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

and other programmatic buying channels for advertising revenues.

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

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

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

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

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

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

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

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

Circulation

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

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

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

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

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

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


DAILY PAID-FOR LOCAL MEDIA ORGANIZATIONS AND AFFILIATED DIGITAL PLATFORMS / NEWSQUEST
Title	Location	Circulation Monday - Saturday(1)	Digital-only(2)
Basildon & Southend Echo	Basildon, Southend on Sea	7,003	1,720
Bournemouth - The Daily Echo	Bournemouth	4,895	5,272
Bradford Telegraph & Argus	Bradford	3,875	2,783
Colchester Daily Gazette	Colchester	3,237	879
Dorset Echo	Dorset	3,781	1,713
East Anglian Daily Times	Ipswich	6,078	3,910
Eastern Daily Press	Norwich	12,036	4,579
Glasgow - Evening Times	Glasgow	4,903	821
Greenock Telegraph	Greenock	4,114	1,531
Ipswich Star	Ipswich	2,423	1,101
Lancashire Telegraph	Blackburn, Burnley	2,760	1,761
News & Star	Carlisle	1,737	1,500
Norwich Evening News	Norwich	2,627	1,088
Oxford Mail	Oxford	3,836	2,859
South Wales Argus - Newport	Newport	3,283	2,085
Southampton - Southern Daily Echo	Southampton	5,561	3,827
Swindon Advertiser	Swindon	3,513	2,307
The Argus Brighton	Brighton	3,654	2,475
The Bolton News	Bolton	3,469	2,420
The Herald, Scotland	Glasgow, Edinburgh	9,943	10,554
The Leader	Wrexham	2,765	686
The Mail	Cumbria	2,046	943
The National, Scotland	Glasgow, Edinburgh	2,567	8,151
The Northern Echo	Darlington	7,739	2,659
The Press - York	York	4,679	2,066
Worcester News	Worcester	2,492	1,325

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

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

Digital Marketing Solutions Segment

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

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

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

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

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

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

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

generated insights.

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

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

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

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

metrics.

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

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

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

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

discussion of core platform average customer count.

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

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

seasonal fluctuations.

Products

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

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

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

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

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

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

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

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

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

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

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

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

Distribution

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

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

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

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

revenues.

Competition

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

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

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

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

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

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

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

agencies.

Government Regulation

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

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

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

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

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

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

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

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

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

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

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

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

Environmental Regulation

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

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

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

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

22%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

in this Annual Report on Form 10-K.

Raw Materials

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

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

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

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

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

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

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

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

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

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

Macroeconomic Environment

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

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

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

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

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

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

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

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

Report on Form 10-K.

Seasonality

We experience seasonality in our revenues. The Domestic Gannett Media segment typically witnesses the greatest impact

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from seasonality in the third quarter, primarily attributed to reduced population in seasonal markets and decreased holiday

related spending. The DMS segment generally experiences the greatest impact from seasonality in the first half of the fiscal

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

Human Capital Resources

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

stories.

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

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

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

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

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

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

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

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

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

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

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

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

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

Environmental, Social and Governance ("ESG") Initiatives

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

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

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

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

Strong Institutions. The 2024 ESG Report highlighted several key achievements, such as improvements to our workplace

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

project questionnaires for climate change and forests.

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

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

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

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

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

Climate Change

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

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

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

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

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

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

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

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

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

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

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

reduction strategies along our journey.

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

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

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

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

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

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

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

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

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

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

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

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

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

communities.

Corporate Governance and Public Information

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

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

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

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

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

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

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

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

Use of Website to Distribute Material Company Information

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

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

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

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

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

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

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

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

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

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

made available on the Company's website.

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

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

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ITEM 1A. RISK FACTORS

You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating

us and our common stock, par value $0.01 per share (the "Common Stock"). Any of the following risks could materially and

adversely affect our results of operations, our financial condition, and the market price of our Common Stock. Although the risk

factors are grouped by general category, many of the risks described in a given category relate to multiple categories.

Risk Factor Summary

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business,

financial condition, and results of operations, which are discussed in more detail below:

•We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,

including through the implementation of our strategic initiatives and development of new and enhanced products and

services.

•Our indebtedness could materially and adversely affect our business or financial condition.

•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.

•The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the

interests of our stockholders.

•If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change as

described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and

under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default

under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.

•Our strategy of growing our paid digital-only subscriber base may negatively impact advertising revenues in the near term.

•We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.

•Our DMS 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.

•Any required changes in 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.

•Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or

international political environment, and other events outside of our control, have had, and may in the future have, a

material and adverse impact on our business, financial condition, and results of operations.

•Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the

demographics of the local communities that we serve.

•The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than

provided for in our financial statements and in our projections of future results.

•Evolving regulatory matters may impact our business.

•If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may be

impaired, and our business may be harmed.

•Our financial results are subject to risks associated with our international operations.

•Foreign exchange variability could materially and adversely affect our consolidated operating results.

•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.

•Our possession and use of personal information and the use of payment cards by our customers and users present risks and

expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether through

breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and costly

litigation and damage our reputation.

•We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may be

external or internal threat actors, to breach our security and compromise our information technology systems.

•Privacy and security-related laws and other data security requirements are constantly evolving and may increase our

compliance costs and potential for liability, either of which may have an adverse effect on our business, financial condition,

and results of operations.

•We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or third

parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of

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operations.

•Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could adversely

affect our systems, reputation and operating results.

•Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of

manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation

and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and

adversely affect our business, results of operations and financial condition.

•The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect future

reported results of operations.

•We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual

property protection, our assets may lose value.

•We are subject to environmental and employee safety and health laws and regulations that could cause us to incur

significant compliance expenditures and liabilities.

•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

operations.

•We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans, which

diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.

•The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified personnel in

the future may materially and adversely affect our ability to operate or grow our business effectively.

•We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price

pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during

periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive

program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to

be reduced.

•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.

•A number of our employees are unionized, and our business and results of operations could be materially adversely

affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency

of our operations.

•FIG LLC (the "Former Manager") is not liable to us for certain acts or omissions performed in accordance with, and prior

to the termination of, our former management agreement (the "Former Management Agreement"), and for certain matters

in connection with the termination of our relationship with the Former Manager, and we may incur liability for such acts or

omissions.

•Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate

liquidity.

•Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes,

could materially adversely affect the market price of our Common Stock.

•We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay

dividends, and we may not be able to pay dividends in the future or at all.

•The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the 2027

Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion of

the 2031 Notes.

•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.

•Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware law

may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock.

•Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future

offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of

equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions,

may be dilutive and materially and adversely affect the market price of our Common Stock.

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Risks Related to Competition

We operate in a highly competitive business environment, and our success depends on our ability to compete effectively,

including through the implementation of our strategic initiatives and development of new and enhanced products and

services.

We face significant competition from other providers of news, information, and entertainment services, including both

traditional and other providers, some of which provide their products free of charge. This competition continues to intensify as

a result of changes in technologies, platforms and business models and corresponding changes in consumer and customer

behavior, and we may be adversely affected if consumers or customers migrate to other alternatives. In addition, to be

successful, we must provide the type and quality of content our consumers desire. The number of choices available to

consumers for content consumption has increased and may adversely impact demand for, and the price consumers are willing to

pay for our products and services. Consumption of our content on third-party delivery platforms may also lead to loss of

distribution and pricing control, loss of a direct relationship with consumers and lower engagement and subscription rates.

Further, news and subscription fatigue among consumers has become more widespread and could continue to grow. These

trends and developments have adversely affected, and may continue to adversely affect, our circulation and subscription

revenue and advertisers' willingness to purchase advertising from us, as well as increase subscriber acquisition, retention, and

other costs.

Technological developments have in some cases also increased competition by lowering barriers to entry. Other digital

platforms and technologies, such as user-generated content platforms and self-publishing tools, have reduced the effort and

expense of producing and distributing certain types of content on a wide scale, allowing digital-only content providers,

customers, suppliers and other third parties to compete with us, often at a lower cost. Additional digital distribution channels,

such as digital marketplaces, have presented, and may continue to present, challenges to our business models, which could

adversely affect our sales volume and pricing.

In addition, the competitive landscape may shift if other industry players adopt AI more swiftly. The use of AI may also

affect the discoverability and presentation of our content and consequently our ability to monetize our digital audiences.

Furthermore, ethical concerns and public sentiment regarding AI could have reputational implications. See also the risk factor

below under the heading "We use AI and may use other new technologies in our business. Challenges with properly managing

their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our

results of operations."

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 in search engines could

result in decreased viewership and engagement with our media content. 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 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.

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Some of our current and potential competitors may have fewer regulatory burdens, better competitive positions in certain

areas, greater access to sources of content, data, technology or other services or strategic relationships or easier access to

financing, which may allow them to respond more effectively to changes in technology, consumer and customer needs,

preferences and behavior and market conditions. Continued consolidation among competitors in certain industries in which we

operate may increase these advantages, including through greater scale, financial leverage, or access to content, data,

technology and other offerings. If we are unable to compete successfully against existing or future competitors, our business,

results of operations and financial condition could be materially and adversely affected.

Risks Related to Our Indebtedness

Our indebtedness could materially and adversely affect our business or 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, our outstanding indebtedness included (i)

$850.0 million of term loans under a $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility"), (ii)

$38.1 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.

All obligations under the 2029 Term Loan Facility, the 2027 Notes and the 2031 Notes are secured by all or substantially

all of our assets and all or substantially all of the assets of our wholly-owned domestic subsidiaries. We may incur additional

indebtedness in the future.

The 2029 Term Loan Facility matures on October 15, 2029, and bears interest, at Gannett Holdings LLC's option, at either

the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR") (which shall not be less than 1.50% per

annum) plus a margin equal to 5.00% per annum or an alternate base rate (which shall not be less than 2.50% per annum) plus a

margin equal to 4.00% per annum. The 2027 Notes and the 2031 Notes each bear interest at a rate of 6.00% per annum.

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 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. 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.

The terms of our indebtedness impose significant operating and financial restrictions on us. The 2029 Term Loan Facility

and the 2031 Notes require us to comply with numerous affirmative and negative covenants, including a requirement to

maintain minimum liquidity of $30.0 million at the end of each fiscal quarter, and restrictions limiting our ability to, among

other things, incur additional indebtedness, make 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. These requirements may make it impractical to declare and pay dividends at any time that the

requirements are in effect. See also "Risks Related to our Common Stock" below.

A failure to satisfy our debt service obligations on the 2029 Term Loan Facility, a breach of a covenant in the 2029 Term

Loan Facility, or a material breach of a representation or warranty in the 2029 Term Loan Facility, among other events

specified in the 2029 Term Loan Facility, could give rise to a default, which could give our lenders the right to declare our

indebtedness, together with accrued interest and other fees, to be immediately due and payable. A failure to satisfy our debt

service or conversion obligations on the 2027 Notes or the 2031 Notes, among other events specified in the indenture governing

the 2027 Notes (the "2027 Notes Indenture") or the indenture governing the 2031 Notes (the "2031 Notes Indenture"), could

also give rise to a default, which could give rise to the right of noteholders to declare the principal of the 2027 Notes and/or the

2031 Notes, together with accrued and unpaid interest, to be immediately due and payable. A default under the 2029 Term Loan

Facility or any of our indentures could also lead to a default under the other agreements governing our existing or future

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indebtedness (including the 2029 Term Loan Facility or any of our indentures, as the case may be). An acceleration of our

indebtedness would have a material adverse effect on our business, financial condition, results of operations, cash flows and

stock price.

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.

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.

The majority of our indebtedness is held by one creditor, who may have interests that diverge from our interests and the

interests of our stockholders.

A majority of our outstanding indebtedness is held by entities controlled, managed or advised by a large financial sponsor.

We have historically relied on this financial sponsor with respect to a significant portion of our financing and credit needs. In

the event that this sponsor is unable or unwilling to extend us credit, we may not be able to obtain financing on terms as

favorable to us as those under current arrangements. As a result, we may face less available capital and be subject to more

stringent covenants and higher borrowing costs.

Additionally, this creditor may have interests that diverge from our interests or interests of our stockholders, and it may

exercise is rights as a creditor in a manner with which our stockholders may not agree or that may not be in the best interests of

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."

To our knowledge, this creditor owns a majority in aggregate principal amount of the outstanding 2031 Notes. In the event

that this creditor converts their 2031 Notes into Common Stock, they could possess significant voting power with respect to our

Common Stock and may have interests that are different from, or adverse to, the interests of our other stockholders. See "Risks

Related to Our Common Stock—The percentage ownership of our existing stockholders may be diluted in the future, including

upon conversion of the 2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power

following conversion of the 2031 Notes."

If we are unable to raise funds necessary to repurchase the 2027 Notes or the 2031 Notes upon a fundamental change

as described in the 2027 Notes Indenture and the 2031 Notes Indenture, there may be defaults under such indentures and

under agreements governing our existing or future indebtedness. In addition, a change of control may constitute a default

under the 2029 Term Loan Facility, the 2027 Notes or the 2031 Notes.

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 notes being

surrendered. In addition, our ability to repurchase the notes is limited by the agreements governing our existing indebtedness

(including the 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).

The 2029 Term Loan Facility provides, and future credit agreements or other agreements relating to indebtedness to which

we become a party may provide, that the occurrence of certain change of control events with respect to us would constitute a

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default thereunder. If we experience a change of control event that triggers a default under our 2029 Term Loan Facility, we

may seek a waiver of such default or may attempt to refinance the 2029 Term Loan Facility. In the event we do not obtain such

a waiver or refinance the 2029 Term Loan Facility, such default could result in amounts outstanding under our 2029 Term Loan

Facility being declared due and payable.

The 2029 Term Loan Facility and the 2031 Notes contain, and future indebtedness that we may incur may contain,

prohibitions on the occurrence of certain events that would constitute a change of control or, in the case of the 2027 Notes and

the 2031 Notes, require the repurchase of such indebtedness upon a change of control. Moreover, the exercise by the holders of

their right to require us to repurchase their 2027 Notes or 2031 Notes could cause a default under such indebtedness, even if the

change of control itself does not, due to the financial effect of such repurchase on us. Finally, the ability to pay cash to the

holders of the 2027 Notes and/or the 2031 Notes following the occurrence of a change of control may be limited by our then

existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any

required repurchases. In addition, the foregoing provisions of our existing and possible indebtedness may prevent or impede a

potential acquirer from engaging in a change of control transaction with us and, accordingly, our stockholders from receiving a

change of control premium.

Risks Related to Digital Commerce and Media

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.

We may be unsuccessful in our efforts to execute our digital revenue strategy and optimize our revenue streams.

Print-related revenue streams have continued to decline at a significant pace. We have focused on offsetting traditional

print advertising and circulation revenue declines in part by diversifying our sources of revenue through the development and

acquisition of complementary businesses with growth potential. For example, our business USA TODAY NETWORK

Ventures produces local events.

There can be no assurance that we will be able to grow revenue from these or other complementary businesses we may

develop internally or acquire, or that any revenue generated by new business lines will be adequate to offset revenue declines

from our legacy businesses. For example, technological developments could adversely affect the availability, applicability,

marketability and profitability of the suite of SMB services we offer. Technological developments and any changes we make to

our business strategy may require significant capital investments, and such investments may be restricted by the 2029 Term

Loan Facility.

These complementary businesses also face competition from various digital media providers, such as Google, which may

have more resources to invest in product development and marketing. Our sales force may not be able to utilize the

relationships we have throughout our local property network to effectively sell these products. If we are unable to diversify our

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traditional revenues with revenues from complementary businesses, we may experience persistent declines in revenue which

could materially and adversely affect our results of operations and financial condition.

Our DMS 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 DMS 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.

Any required changes in 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.

We use certain practices and techniques, such as utilizing third-party cookies, to enhance our customer’s online experience

by allowing us to customize and display relevant content and advertising. As a response to growing concern over data privacy,

third parties, including major browsers, are increasing user agency and increasing privacy controls. The industry-wide shift

towards increased user privacy presents a challenge as the advertising industry has yet to find a universally accepted solution to

address the impact on targeted advertising. If we are unable to find alternative strategies to address data privacy changes, our

ability to provide certain types of advertising may be compromised or may result in lower rates and revenues, and our business

results could be materially and adversely affected. In addition, privacy controls may result in difficulties delivering relevant

audience targeting and our customer acquisition strategies may become less efficient.

Risks Related to Macroeconomic Factors

Volatility in the U.S. and global economies, macroeconomic events, market disruptions, changes in the U.S. or

international political environment, and other events outside of our control, have had, and may in the future have, a

material and adverse impact on our business, financial condition, and results of operations.

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 on China, Canada and Mexico and other countries and any retaliatory actions

taken by such countries), fluctuating foreign currency exchange rates, changes in governmental administrations, 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.

Advertisers have responded, and may in the future respond, to such economic uncertainty by reducing their budgets or

shifting priorities or spending patterns, which has had and could have a material adverse impact on our business. Continued

declines in market spend or advertisers' changing priorities in response to any further economic slowdown or decline could have

a material adverse impact on our business.

Challenging economic conditions, especially higher inflation and 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.

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Higher interest rates, which may continue to fluctuate, could result in increased borrowing costs which may negatively

affect our operating results. We are exposed to potential increases in interest rates associated with our 2029 Term Loan Facility.

Further, if the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain

in a timely manner, if at all, or on favorable terms, as well as more costly or dilutive. Further, rising interest rates may

negatively impact our ability to sell or dispose of our real estate and other assets which in turn may impact our ability to repay

debt.

Our operations in foreign jurisdictions have also been and may be affected by volatile markets, uncertain economies,

tariffs, and geopolitical and local events. We have been and will continue to be impacted by fluctuations in foreign currency

exchange rates, primarily related to our operations in the U.K.

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, higher 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.

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, 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. 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.

Our ability to generate revenues is highly sensitive to the strength of the local economies in which we operate and the

demographics of the local communities that we serve.

Our advertising revenues and, to a lesser extent, circulation revenues, depend upon a variety of factors specific to the

communities that our publications serve. These factors include, among others, the size and demographic characteristics of the

local population, local economic conditions in general and the economic condition of the retail segments of the communities

that our publications serve. Our local operations and the economies we serve are also susceptible to events outside of our

control, which can materially and adversely impact our revenues. For instance, weather-related events such as hurricanes or

other natural disasters can disrupt local businesses, reduce consumer activity, and displace populations, leading to a decline in

advertising and circulation revenues. These events can also cause temporary or long-term business closures in affected areas.

If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our

publications, revenues and profitability in that market could be materially and adversely affected. Our advertising revenues are

also susceptible to negative trends in the general economy that affect customer spending and is impacted by other external

factors such as competitors' pricing, and advertisers' decisions to increase or decrease their advertising expenditures in response

to anticipated consumer demand. The advertisers in our newspapers and other publications and related websites are primarily

retail businesses that can be significantly affected by regional or national economic downturns and other developments. For

example, many traditional retail companies continue to face greater competition from online retailers and face uncertainty in

their businesses, which has reduced and may continue to reduce their advertising spending. Declines in the U.S. economy could

also significantly affect key advertising revenue categories, including classified ads such as help wanted, real estate, and

automotive.

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The collectability of accounts receivable under adverse economic conditions could deteriorate to a greater extent than

provided for in our financial statements and in our projections of future results.

Adverse economic conditions in the U.S. and in other areas where we operate may increase our exposure to losses resulting

from financial distress, insolvency and the potential bankruptcy of our advertising customers. Our accounts receivable is stated

at net estimated realizable value, and our allowance for credit losses represents our best estimate of credit exposure and is

determined based on several factors, including the length of time the receivables are past due, historical payment trends and

current economic factors. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.

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.

If our reputation or brand is damaged, our ability to grow our user base, advertiser relationships, and partnerships may

be impaired, and our business may be harmed.

We have developed trusted brands comprised of our national publication, USA TODAY, and local media organizations

that provide audiences with essential journalism. We believe our reputation and the trust we have built with our audiences have

contributed to our success. We also believe that maintaining and enhancing our brand and reputation is critical to growing our

user base, advertiser relationships, and partnerships. Maintaining and enhancing our reputation and brand depends on many

factors, including factors that are beyond our control. If our products and services do not work as intended, are utilized in

methods not intended, violate the law, or harm individuals or businesses, we may be subject to government investigations,

enforcement actions, lawsuits, or other legal claims. These risks, if realized, may increase our costs, damage our reputation, or

adversely affect our results of operations. Further, changes in government policies, legislation, and scrutiny may result in

heightened compliance requirements and greater risks of litigation and reputational harm. In addition, defending a lawsuit,

regardless of its merit, is costly and may divert management's attention and if our business liability insurance coverage is

inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed. If we fail to

successfully promote and maintain our trusted brand or if we suffer damage to the public perception of our brand, our business,

operating results, and financial condition may be harmed.

Risks Related to International Operations

Our financial results are subject to risks associated with our international operations.

The Newsquest segment operates in the U.K., and the DMS 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% of our total revenue for the year ended December 31, 2024. 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 Europe;

•Difficulties or delays in developing a network of clients in international markets;

•Restrictions on the ability of U.S. companies to do business in certain foreign countries;

•Compliance with legal or regulatory requirements, including with respect to internet services, privacy and data

protection, censorship, banking and money transfers, and sale transactions, which may limit or prevent the offering of

our products in some jurisdictions or otherwise harm our business;

•International intellectual property laws that may be insufficient to protect our intellectual property or permit us to

successfully defend our intellectual property in international lawsuits;

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•Difficulties in staffing and managing foreign operations, as well as the existence of workers' councils and labor unions,

which could make it more difficult to terminate underperforming employees;

•Currency fluctuations and price controls or other restrictions on foreign currency; and

•Potential adverse tax and legislation consequences, including difficulties in repatriating earnings generated abroad.

Any of the foregoing factors could materially and adversely impact our international operations, which could harm our

overall business, operating results, and financial condition.

Foreign exchange variability could materially and adversely affect our consolidated operating results.

Our financial statements are denominated in U.S. dollars; however, certain of our operations are conducted in currencies

other than our reporting currency because we conduct operations in foreign jurisdictions. For example, Newsquest operates in

the U.K., and its operations are conducted in foreign currency, primarily the British pound sterling. Weakening in the British

pound sterling to U.S. dollar exchange rate has in the past, and could in the future, diminish Newsquest's contributions to our

results of operations. If the value of currency in any of the jurisdictions where we conduct business weakens as compared with

the U.S. dollar, our operations in those jurisdictions similarly will contribute less to our results. Since our financial statements

are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have

had, and will continue to have, a currency translation impact on our earnings when the results of those operations that are

reported in foreign currencies are translated into U.S. dollars for inclusion in our consolidated financial statements, which

could, in turn, have a material adverse effect on our reported results of operations in a given period or in specific markets.

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

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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.

Risks Related to Personal Information, Cybersecurity, Artificial Intelligence, and Other Technology

Our possession and use of personal information and the use of payment cards by our customers and users present risks

and expenses that could harm our business. Unauthorized access to or disclosure or manipulation of such data, whether

through breach of our, or our third-party service providers', network security or otherwise, could expose us to liabilities and

costly litigation and damage our reputation.

Our information systems, both online and on-premise, store and process large amounts of confidential employee,

subscriber and other user data, such as names, email addresses, phone numbers, addresses, and other personal information.

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, subscribers 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.

A significant number of our customers authorize us to bill their payment card accounts directly for all amounts charged by

us. These customers provide payment card information and other personally identifiable information which, depending on the

particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and our

contracts with our card processors, if there is a breach of payment card information that we store, we could be liable to the

banks that issue the payment cards for their related expenses and penalties. In addition, if we fail to follow payment card

industry data security standards, even if there is no compromise of customer information, we could incur significant fines or

lose our ability to give our customers the option of using payment cards. If we were unable to accept payment cards, our

business would be seriously harmed.

We regularly face risks related to cybersecurity incidents and threats, including attempts by malicious actors, which may

be external or internal threat actors, to breach our security and compromise our information technology systems.

In addition to the risks related to personal information discussed above, because we are a news reporting organization,

cybersecurity risks also include attempts by attackers to manipulate or misrepresent our news reporting. Attackers may use a

blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce

our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques) to

disrupt service or exfiltrate data. Cybersecurity incidents and threats are constantly evolving, increasing the difficulty of

detecting and successfully defending against them. We and the third parties with which we work may be more vulnerable to the

risk from activities of this nature as a result of operational changes such as significant increases in remote work. To date, no

cybersecurity incidents or threats have had, either individually or in the aggregate, a material adverse effect on our business,

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financial condition, or results of operations.

Our systems, and those of the third parties with which we work and on which we rely, also may be vulnerable to

interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm severity

and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics; or other similar events.

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 vendors, business partners, customers or users, cause interruption in our operations, or damage our computers or those of

our vendors, business partners, customers or users. As a result of any such breaches or incidents, 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.

We have implemented controls and taken other preventative measures designed to strengthen our systems against such

cybersecurity incidents and threats, including measures designed to reduce the impact of a security breach at our third-party

vendors and outsourced service providers. Efforts to prevent hackers from disrupting our service or otherwise accessing our

systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as

technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of or

otherwise negatively impact our products, services, and systems. Although the costs of the controls and other measures we have

taken to date have not had a material effect on our financial condition, results of operations or liquidity, the costs and effort to

respond to a cybersecurity incident or threat and/or to mitigate any security vulnerabilities that may be identified in the future

could be significant.

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. 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.

Privacy and security-related laws and other data security requirements are constantly evolving and may increase our

compliance costs and potential for liability, either of which 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.

By the end of 2025, we expect there will be 17 U.S. state data privacy laws in effect. These laws and regulations may impose

notification 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.

Existing privacy-related laws and regulations are evolving and are subject to potentially differing interpretations. In

addition, cure periods under various state privacy laws that were in effect when the laws were first enacted have expired or will

expire, meaning non-compliance with such laws would result in exposure to immediate penalties without a grace period.

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Various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand

current laws or enact new laws regarding privacy and data protection or increase enforcement efforts under existing laws. For

example, the EU's anticipated ePrivacy Regulation is expected to impose, with respect to electronic communications and

website cookies, additional data protection and data processing requirements beyond those of the current EU ePrivacy

Directive. In addition, various regulatory bodies have increased privacy-related enforcement efforts, such as the Federal Trade

Commission's enforcement activities relating to misleading privacy disclosures. Any failure or perceived failure by us, or the

third-party service providers upon which we rely, to comply with laws and regulations that govern our business operations, as

well as any failure or perceived failure by us, or the third-party service providers upon which we rely, to comply with our own

posted policies, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence

in us by our customers, users and advertisers. Each of these potential consequences could materially adversely affect our

business and results of operations.

We use AI and may use other new technologies in our business. Challenges with properly managing their use by us or

third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of

operations.

We have incorporated and will likely continue to incorporate AI solutions, products, and services including those both

developed in-house as well as third party AI products and services, as well as and other new technologies into our platform,

offerings, services and features, and these applications have become important and may become more important in our

operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more

successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. If our

competitors and other third parties adopt AI applications that use our content without end users visiting our network of

websites, our digital advertising and subscription revenues could be reduced and we could lose additional monetization

opportunities. The introduction of AI applications into our business may disrupt our relationship with employees and/or result

in labor disputes if the AI tools are viewed as displacing work from newsrooms, which could adversely affect our business and

results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing, or our

descriptions of our AI use in contexts where we make AI disclosures, are or are alleged to be deficient, inaccurate, or biased,

our reputation, business, financial condition, and results of operations may be adversely affected.

The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such

applications or other confidential data. Any such cybersecurity incidents related to our use of AI applications could adversely

affect our reputation and results of operations and expose us to civil litigation and/or regulatory actions. AI applications also

introduce risks to our ability to protect our intellectual property, to the extent large language models have used our content to

train AI tools. Similarly, if we use open-source AI applications, we could be subject to claims of infringement of others’

intellectual property, which could adversely affect our business and results of operations.

AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive

harm, or legal liability. The EU and several U.S. states including California, Colorado and Utah have recently enacted AI-

focused consumer protection laws. The rapid evolution of AI, including current and future regulation of AI, could significantly

impact our business and will require significant resources to develop, test and maintain our platform, offerings, services, and

features to help us implement AI ethically and in a compliant manner in order to minimize unintended, harmful impacts.

Defects, delays, or interruptions in the cloud-based hosting services we utilize, both directly and indirectly, could

adversely affect our systems, reputation and operating results.

Third-party subscription-based software services as well as public cloud infrastructure services are utilized to provide

solutions for many of our computing and bandwidth needs. Any interruptions to these services generally could result in the

unavailability of our content sites, and interruptions in service to our subscribers and advertisers and/or our critical business

functions, notwithstanding any contractual service level commitments, business continuity or disaster recovery plans or

agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or

harm to our operations, reputation, and operating results. A transition from these services to different cloud providers would be

difficult to implement and cause us to incur significant time and expense. In addition, if hosting costs increase over time and/or

if we require more computing or storage capacity as a result of subscriber growth or otherwise, our costs could increase

disproportionately.

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Additional Risks Related to Our Business

Any significant increase in newsprint costs or disruptions in our newsprint supply chain, including as a result of

manufacturing facility closures and on-going capacity shifts between newsprint and specialty paper grades, transportation

and other issues that are challenging supplier deliveries, increased demand, and inflationary pressures, may materially and

adversely affect our business, results of operations and financial condition.

Our ability to supply the needs of our print operations depends upon the continuing availability of newsprint at an

acceptable price, and our results of operations may be impacted significantly by changes in newsprint prices. The price of

newsprint has historically been volatile, and a number of factors may cause prices to increase, including capacity reductions

through the closure and consolidation of newsprint mills or the conversion of newsprint mills to other products or grades of

paper, which has reduced the number of newsprint suppliers over the years. North American newsprint is supplied by nine

manufacturers with only three mills in the United States. Offshore exports are approximately 50% of total North America

shipments and will increase as domestic demand declines and global newsprint capacity is removed. North American suppliers

are becoming a larger share of the global market and domestic supply is susceptible to supply chain disruptions and pricing

volatility tied to economic and geopolitical factors, including tariffs and retaliatory tariffs. We may not be able to secure

alternative providers quickly and cost-effectively, which could disrupt our printing and distribution operations or increase the

cost of printing and distributing our newspapers. Shortages of newsprint have historically resulted in, and may in the future

result in, higher prices. We generally maintain only a 30- to 55-day inventory of newsprint. The timely procurement of

necessary production materials is critical and any significant increase in the cost of newsprint, or undersupply or other

significant disruption in the newsprint supply chain, could have a material adverse effect on our business, results of operations

and financial condition.

The value of our goodwill and intangible assets may become impaired, which could materially and adversely affect

future reported results of operations.

Our goodwill and indefinite-lived intangible assets, which include mastheads, are subject to annual impairment testing, and

more frequent testing upon the occurrence of certain events or significant changes in our circumstances, to determine whether

the fair value of such assets is less than their carrying value. In such a case, a non-cash charge to earnings may be necessary in

the relevant period, which could materially and adversely affect future reported results of operations. At December 31, 2024,

the carrying value of our goodwill, indefinite-lived intangible assets and amortizable intangible assets was $530.0 million,

$166.7 million and $263.7 million, respectively.

We performed goodwill and indefinite-lived intangible impairment tests in the fourth quarter of 2024 with the assistance of

third-party valuation specialists and determined that there were no goodwill or intangible impairments.

Management assumptions used to calculate fair value are highly subjective and involve forecasts of future economic and

market conditions and their impact on operating performance. Changes in key assumptions impacting the analyses could result

in the recognition of additional impairment. There can be no assurance that we will not be required to take an impairment

charge in the future which could have a material adverse effect on our results of operations. While we believe our judgments

represent reasonably possible outcomes based on available facts and circumstances, adverse changes to the assumptions,

including those related to macroeconomic factors, comparable public company trading values and prevailing conditions in the

capital markets, could lead to future declines in the fair value of a reporting unit. If our future operating results are not in line

with the cash flow forecasts underlying our impairment analysis, we could have an impairment of our goodwill or intangible

assets in the future and such impairment could materially affect our operating results. We continually evaluate whether current

factors or indicators, such as prevailing conditions in the business environment, capital markets or the economy generally, and

actual or projected operating results, require the performance of an interim impairment assessment of goodwill, as well as other

long-lived assets. For example, any significant shortfall, now or in the future, in advertising revenues or subscribers and/or

consumer acceptance of our products could lead to a downward revision in the fair value of certain reporting units.

We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual

property protection, our assets may lose value.

Our business depends on our intellectual property, including, but not limited to, our titles, mastheads, content and

proprietary software, which we may attempt to protect through patents, copyrights, trade laws and contractual restrictions, such

as confidentiality agreements. We believe our proprietary and other intellectual property rights are important to our success and

our competitive position.

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Despite our efforts to protect our proprietary rights, unauthorized third parties may attempt to copy or otherwise obtain and

use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any

misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to

procure, protect and enforce our intellectual property rights, we may not realize the full value of these assets, and our business

may suffer. If we must litigate to enforce our intellectual property rights or determine the validity and scope of the proprietary

rights of third parties, such litigation may be costly and divert the attention of our management from day-to-day operations.

We are subject to environmental and employee safety and health laws and regulations that could cause us to incur

significant compliance expenditures and liabilities.

Our operations are subject to federal, state and local laws and regulations pertaining to the environment, storage tanks and

the management and disposal of wastes at our facilities. Under various environmental laws, a current or previous owner or

operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic

substances or petroleum at that property. Such laws often impose liability on the owner or operator without regard to fault, and

the costs of any required investigation or cleanup can be substantial. Although in connection with certain of our acquisitions we

have rights to indemnification for certain environmental liabilities, these rights may not be sufficient to reimburse us for all

losses that we might incur if a property acquired by us has environmental contamination. In addition, although in connection

with certain of our acquisitions we have obtained insurance policies for coverage for certain potential environmental liabilities,

these policies have express exclusions to coverage as well as express limits on amounts of coverage and length of term.

Accordingly, these insurance policies may not be sufficient to provide coverage for us for all losses that we might incur if a

property acquired by us has environmental contamination.

Our operations are also subject to various employee safety and health laws and regulations, including those pertaining to

occupational injury and illness, employee exposure to hazardous materials and employee complaints. Environmental and

employee safety and health laws tend to be complex, comprehensive and frequently changing. As a result, we may be involved

from time to time in administrative and judicial proceedings and investigations related to environmental and employee safety

and health issues. These proceedings and investigations could result in substantial costs to us, divert our management's attention

and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined that we are not in

compliance with applicable laws and regulations, or if our properties are contaminated, it could result in significant liabilities,

fines or the suspension or interruption of the operations of specific printing facilities. Future events, such as changes in existing

laws and regulations, new laws or regulations or the discovery of conditions not currently known to us, may give rise to

additional compliance or remedial costs that could be material.

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

operations.

We have deferred tax assets reported on our balance sheet, net of valuation allowances and deferred tax liabilities of $56.1

million. If we do not generate taxable income in future years, we may be required to establish a valuation allowance against the

deferred tax assets that are not currently valued.

Risks Related to Pension Obligations and Employees

We are required to use a portion of our cash flows to make contributions to our pension and postretirement plans,

which diverts cash flow from operations, and the amount of required future contributions may be difficult to estimate.

We, along with our subsidiaries, sponsor various defined benefit retirement plans, including plans established under

collective bargaining agreements. Our retirement plans include (i) the Gannett Retirement Plan (the "GR Plan"), (ii) the Gannett

Retirement Plan for Certain Union Employees, (iii) the Newsquest Pension Scheme in the U.K., (iv) the Newspaper Guild of

Detroit Pension Plan, (v) the George W. Prescott Publishing Company Pension Plan and (vi) the Times Publishing Company

Defined Benefit Pension Plan.

We also participate in certain multiemployer pension plans and because of the nature of multiemployer pension plans, there

are risks to us associated with participation in these plans. For example, in the event of the termination of a multiemployer

pension plan, or a complete or partial withdrawal from a multiemployer pension plan, under applicable law we could incur

material withdrawal liabilities. For the year ended December 31, 2024, we recorded $24.5 million related to withdrawal

liabilities which were expensed as a result of ceasing contributions to multiemployer pension plans in which we formerly

participated.

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Our pension plans invest in a variety of equity and debt securities. Future volatility and disruption in the equity and bond

markets could cause declines in the asset values of our pension plans. As of December 31, 2024, the value of our pension assets

exceeded our pension benefit obligations and our retirement plans were overfunded by approximately $156.6 million on a U.S.

generally accepted accounting principles ("U.S. GAAP") basis.

Our ability to make contribution payments will depend on our future cash flows, which are subject to general economic,

financial, competitive, business, legislative, regulatory, and other factors beyond our control. Various factors, including future

investment returns, interest rates, longevity, and potential pension legislative changes, may impact the timing and amount of

future pension contributions.

The loss of the services of any of our key personnel, reduced staffing levels, or our inability to attract qualified

personnel in the future may materially and adversely affect our ability to operate or grow our business effectively.

The success of our business depends heavily on our ability to attract and retain knowledgeable, experienced personnel that

execute critical functions for us, any of whom may be difficult to replace. It will also be necessary for us to be able to continue

to attract, retain and engage such qualified personnel in the future. Demand for experienced, capable talent remains highly

competitive. As we continue to implement our business strategy and transform the organization, cost control initiatives have

resulted in a reduced workforce, causing management to operate with reduced capacity in some areas of our business. Reduced

staffing levels may materially and adversely affect our ability to conduct our operations and other functions effectively and

impact our profitability and cash flow, especially under economic pressures. Further, if we are unable to have competitive

compensation programs, the incentives provided by our securities or by other compensation and benefits arrangements are

ineffective, or there are perceived or actual limitations for growth opportunities, we may experience increased turnover and loss

of critical capabilities. Reduced talent acquisition capacity, limited employee investment and industry pressures, may further

challenge our ability to hire in a competitive market. While we have entered into letter agreements with certain of our key

personnel, these agreements do not ensure that such personnel will continue in their present capacity with us for any particular

period of time and we do not have agreements with all of our critical personnel. Further, we do not have key employee

insurance for any of our current management or other key personnel. The loss of any key personnel or critical employee would

require our remaining key personnel to divert immediate and substantial attention to seek a replacement. The loss of the

services of any of our existing key personnel, including senior officers and critical talent, as a result of competition or for any

other reason, or an inability to find a suitable replacement for any departing key employee on a timely basis could materially

and adversely affect our ability to operate or grow our business.

We rely on equity-based compensation to attract, retain, and motivate our key employees, which may result in price

pressures on our Common Stock, stockholder dilution and increased usage of shares under our equity incentive plan during

periods in which our stock price is depressed. Our ability to continue a competitive long-term equity-based incentive

program required to attract and retain talent may be hindered, and alternative incentive models may cause our cash flows to

be reduced.

We rely upon equity awards including stock option awards, restricted stock awards, restricted stock units and preferred

stock units as a component of our employee and director compensation programs to align our directors', officers' and

employees' interests with the interests of our stockholders, to attract and retain key talent and provide competitive compensation

packages. During periods in which our stock price declines, we may be required to issue equity awards under the terms of our

existing incentive plan covering a larger number of shares than anticipated to meet the current market level of compensation

required to retain key employees given the strong demand for talent. We also may be required to use a greater percentage of our

cash flow for incentive, retention and hiring payments, which would reduce the cash flow available for other purposes and

could have a material adverse effect on our ability to attract and retain talent necessary to run our business. Our stock price also

may face incremental downward pressure as employees sell more shares into the market than anticipated. In addition,

stockholders may experience additional dilution to the extent we are required to seek, and we obtain, stockholder approval to

expand the size of our employee equity incentive pool in order to maintain a competitive compensation position.

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.

Production and distribution of our various publications and service lines requires skilled and experienced employees. We

need to hire and retain qualified employees to support our business strategies. We may be constrained in hiring and retaining

sufficient qualified employees due to general labor shortages, shifts in workforce availability or interest in our sector, any hiring

freeze we have or may in the future impose, any pandemic or public health crises, or due to challenging macroeconomic market

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conditions. A shortage of such employees, as well as increased turnover rates, could have an adverse impact on our productivity

and costs, our ability to expand, develop and distribute new products, our entry into new markets, and our ability to achieve our

business goals. The cost of retaining or hiring such employees could exceed our expectations, which could materially and

adversely affect our results of operations and continued labor constraints may limit our profitability due to the impact of rising

wages.

A number of our employees are unionized, and our business and results of operations could be materially adversely

affected if current or additional labor negotiations or contracts were to further restrict our ability to maximize the efficiency

of our operations.

As of December 31, 2024, we employed approximately 8,900 employees in the U.S., of whom approximately 1,500 (or

approximately 17%) were represented by seven unions. Of the unionized employees, 50% are in five states: Michigan, Rhode

Island, New Jersey, Arizona, and Ohio and represented 15%, 10%, 9%, 8%, and 8% of all our union employees, respectively.

Although the Rochester Democrat and Chronicle engaged in a short-lived strike in 2024, our other newspapers have not

experienced a union strike in the recent past nor do we anticipate a union strike to occur, we cannot preclude the possibility that

a strike may occur at one or more of our newspapers at some point in the future. We believe that, in the event of a newspaper

strike, we would be able to continue to publish and deliver to subscribers, which is critical to retaining advertising and

circulation revenues, although there can be no assurance of this. Further, settlement of actual or threatened labor disputes or an

increase in the number of our employees covered by collective bargaining agreements can have unknown effects on our labor

costs, productivity and flexibility.

Risks Related to the Termination of our Relationship with our Former Manager

Our Former Manager is not liable to us for certain acts or omissions performed in accordance with, and prior to the

termination of, the Former Management Agreement, and for certain matters in connection with the termination of our

relationship with the Former Manager, and we may incur liability for such acts or omissions.

Pursuant to, and prior to the termination of, the Former Management Agreement, the Former Manager assumed no

responsibility other than to render the services called for thereunder in good faith and was not responsible for any action of our

Board of Directors in following or declining to follow its advice or recommendations. The Former Manager, its members,

managers, officers and employees are not liable to us or any of our subsidiaries, to our Board of Directors, or our or any

subsidiary's stockholders or partners for any acts or omissions by the Former Manager, its members, managers, officers or

employees, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the

Former Manager's duties under the Former Management Agreement that occurred prior to its termination. Pursuant to the

Termination Agreement, our indemnification obligations to the Former Manager and its affiliates under the Former

Management Agreement survive its termination indefinitely. In addition, pursuant to the Termination Agreement, the Former

Manager will be held harmless with respect to certain acts and omissions performed in connection with the Termination

Agreement except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless

disregard of the Former Manager's performance under the Termination Agreement. As a result, we may incur liabilities as a

result of certain acts or omissions by the Former Manager, which could materially and adversely impact our business and

results of operations.

Risks Related to our Common Stock

Our stock price is subject to volatility and there can be no assurance that the market for our stock will provide adequate

liquidity.

The market price of our Common Stock may fluctuate widely, depending upon many factors, some of which may be

beyond our control. These factors include, without limitation:

•Risks and uncertainties associated with public health matters and other events outside of our control;

•Our business profile and market capitalization may not fit the investment objectives of any stockholder;

•A shift in our investor base;

•Our quarterly or annual earnings, or those of other comparable companies;

•Actual or anticipated fluctuations in our operating results;

•Risks relating to our ability to meet long-term forecasts;

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•Announcements by us or our competitors of significant investments, acquisitions or dispositions, strategic

developments and other material events;

•The failure of securities analysts to cover our Common Stock;

•Changes in earnings estimates by securities analysts or our ability to meet those estimates;

•The operating and stock price performance of other comparable companies;

•Negative public perception of us, our competitors, or industry;

•Overall market fluctuations or volatility, including, but not limited to, as a result of changes in political or other

conditions affecting the financial and capital markets;

•Changes in accounting standards, policies guidance, interpretations or principles; and

•General economic conditions.

In addition, our Board of Directors has authorized the repurchase of up to $100 million of our Common Stock (the "Stock

Repurchase Program"). The amount and timing of the purchases, if any, will depend on a number of factors, including, but not

limited to, the price and availability of the shares, trading volume, capital availability, Company performance and general

economic and market conditions. Further, future repurchases under our Stock Repurchase Program may be subject to various

conditions under the terms of our various debt instruments and agreements, unless an exception is available or we obtain a

waiver or similar relief. The Stock Repurchase Program will continue in effect until the approved dollar amount has been used

to repurchase shares or the program is terminated by further action of the Board of Directors. This repurchase program has no

termination date and may be suspended or discontinued at any time. The Stock Repurchase Program does not require us to

repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure

stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase

Program. The Company does not currently anticipate repurchasing any shares of Common Stock during the first quarter of

2025. Our stock repurchases, if any, could affect the trading price of our stock, the volatility of our stock price, reduce our cash

reserves, and may be suspended or discontinued at any time, which may result in a decrease in our stock price.

Further, stock markets in general and recently have experienced volatility that has often been unrelated to the operating

performance of a particular company. These broad market fluctuations may adversely affect the trading price of our Common

Stock. Additionally, these and other external factors have caused and may continue to cause the market price and demand for

our Common Stock to fluctuate, which may limit or prevent investors from readily selling their shares of Common Stock and

may otherwise negatively affect the liquidity of our Common Stock. Further, an unpredictable or volatile U.S. political

environment, including any social unrest and uncertainty as a result of the change in the U.S. presidential administration, could

negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and

regulatory sentiments, any one or more of which could have a material adverse impact on our stock price, financial condition

and results of operations.

Sales or issuances of shares of our Common Stock, including upon conversion of the 2027 Notes and/or the 2031 Notes,

could materially adversely affect the market price of our Common Stock.

Sales or issuances of substantial amounts of shares of our Common Stock in the public market, or the perception that such

sales or issuances might occur, could adversely affect the market price of our Common Stock. The issuance of our Common

Stock in connection with property, portfolio or business acquisitions or the settlement of awards that may be granted under our

Incentive Plans (as defined below) or otherwise could also have an adverse effect on the market price of our Common Stock.

In accordance with the Investor Agreement among the Company and the holders of the 2027 Notes (the "2027 Holders")

and the Registration Rights Agreement among the Company and holders of the 2031 Notes (together with the 2027 Holders, the

"Holders"), in each case establishing certain terms and conditions concerning the rights and restrictions on the respective

Holders with respect to the Holders' respective ownership of the 2027 Notes or the 2031 Notes, the Holders have certain

registration rights with respect to the shares of Common Stock to be issued upon conversion of the 2027 Notes or the 2031

Notes. In addition, Holders who receive Common Stock upon conversion of the 2027 Notes or the 2031 Notes may be able to

sell these shares of Common Stock pursuant to any applicable exemption under the Securities Act of 1933, as amended, or the

rules promulgated thereunder, including Rule 144, if applicable. If significant quantities of the Common Stock are sold, or if it

is perceived that they may be sold, the trading price of the Common Stock could go down.

We presently have no intention to declare or pay a dividend, the terms of our indebtedness restrict our ability to pay

dividends, and we may not be able to pay dividends in the future or at all.

We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in

the future.

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Our 2029 Term Loan Facility contains terms that restrict our ability to pay dividends or make other distributions. Under the

2029 Term Loan Facility, we can only pay cash dividends up to an agreed-upon amount and provided that the ratio of Total

Indebtedness secured on an equal priority basis with the 2029 Term Loan Facility (net of Unrestricted Cash) to Consolidated

EBITDA (as such terms are defined in the 2029 Term Loan Facility) does not exceed a specified ratio. The 2031 Notes

Indenture contains similar dividend restrictions. The 2031 Notes Indenture also provides that, at any time our Total Gross

Leverage Ratio (as defined in the 2031 Notes Indenture) exceeds 1.50 to 1.00 and we approve the declaration of a dividend, we

must offer to purchase a principal amount of 2031 Notes equal to the proposed amount of the dividend. This repurchase offer

requirement may make it impractical to declare and pay dividends at any time that the requirement is in effect. Stockholders

also should be aware that they have no contractual or other legal right to dividends that have not been declared.

Any determination by our Board of Directors regarding dividends will depend on a variety of factors, including our U.S.

GAAP net income, free cash flow generated from operations or other sources, liquidity position and potential alternative uses of

cash, such as acquisitions, as well as economic conditions and expected future financial results. There can be no guarantee

regarding the timing and amount of any dividends. Our ability to pay dividends in the future will depend on our future financial

performance, which, in turn, depends on the successful implementation of our strategy and on financial, competitive,

regulatory, technical and other factors, general economic conditions, demand and selling prices for our products, and other

factors specific to our industry or specific projects, many of which are beyond our control. Therefore, our ability to generate

free cash flow depends on the performance of our operations and could be limited by decreases in our profitability or increases

in costs, capital expenditures, or debt servicing requirements.

The percentage ownership of our existing stockholders may be diluted in the future, including upon conversion of the

2027 Notes and/or the 2031 Notes, and holders of the 2031 Notes may possess significant voting power following conversion

of the 2031 Notes.

We have issued and may continue to issue equity in order to raise capital or in connection with future acquisitions and

strategic investments, which would dilute investors' percentage ownership in the Company. In addition, a stockholder's

percentage ownership may be diluted if we issue equity-linked instruments, such as our 2027 Notes and 2031 Notes. Further,

the percentage ownership of our existing stockholders may be diluted in the future as a result of any issuances of our shares

upon exercise of any outstanding options, or issuances of shares under our equity incentive plans.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, a stockholder's

ownership interest in the Company may be diluted, and the terms of these securities may include liquidation or other

preferences that adversely affect a stockholder's rights. Debt and equity financings, if available, may involve agreements that

include covenants limiting or restricting our ability to take specific actions, such as redeeming our shares, making investments,

incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell

or license intellectual property rights.

The percentage ownership of our existing stockholders may be diluted in the future as result of the issuance of Common

Stock due to conversion of the 2027 Notes or the 2031 Notes. Each 2027 Note and each 2031 Note may be converted into

shares of Common Stock at an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of Notes

(subject to adjustment as provided in the Indenture, the "Conversion Rate"). Based on the number of shares outstanding on

February 14, 2025, conversion of all of the 2027 Notes and all of the 2031 Notes into Common Stock (assuming no adjustments

to the Conversion Rate) would result in the issuance of an aggregate of 52.4 million shares of the Common Stock representing

approximately 26% of the shares outstanding as of February 14, 2025 and conversion of all of the 2027 Notes and 2031 Notes

into Common Stock (assuming the maximum increase in the Conversion Rate as a result of certain events, including, subject to

exceptions as described in the Indenture, the acquisition of 50% or more of voting power of our securities by a person or group,

a stockholder-approved liquidation of us, the delisting of our Common Stock, or certain changes of control, but no other

adjustments to the Conversion Rate) would result in the issuance of an aggregate of 166.4 million shares of the Common Stock

representing approximately 53% of the shares outstanding as of February 14, 2025. To our knowledge, a majority in aggregate

principal amount of the outstanding 2031 Notes are held by entities controlled, managed or advised by a large financial sponsor.

In the event that a holder of a majority or even a significant portion of the 2031 Notes were to convert their notes into Common

Stock, such a holder could possess significant voting power with respect to our Common Stock and may have interests that are

different from, or adverse to, the interests of our other stockholders. From time to time, investors (including holders of a

significant portion of the 2031 Notes) may acquire additional 2031 Notes or shares of Common Stock, and we are unable to

predict or monitor such ownership.

Any sales in the public market of the Common Stock issuable upon such conversion could adversely affect prevailing

market prices of our Common Stock. In addition, the existence of the 2027 Notes and the 2031 Notes may encourage short

selling by market participants because the conversion of the 2027 Notes or the 2031 Notes could be used to satisfy short

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positions. Further, the anticipated possibility of conversion of the 2027 Notes or the 2031 Notes into shares of our Common

Stock could depress the price of our Common Stock.

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.

Federal and state tax laws impose restrictions on the utilization of net operating loss ("NOL") carryforwards and other tax

attributes in the event of an "ownership change" as defined by Section 382 of the Code ("Section 382"). Generally, an

"ownership change" occurs if the percentage of the value of the stock that is owned by one or more direct or indirect "five

percent stockholders" increases by more than 50% over their lowest ownership percentage at any time during an applicable

testing period (typically, three years). Under Section 382, if a corporation undergoes an "ownership change," such corporation's

ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its income may be limited. While

no "ownership change" has resulted in annual limitations, future changes in our stock ownership, which may be outside of our

control, may trigger an "ownership change." In addition, future equity offerings or acquisitions that have equity as a component

of the consideration could result in an "ownership change." Furthermore, the issuance of Common Stock upon the conversion of

the 2031 Notes or the 2027 Notes (in the event we elect to issue Common Stock upon any such conversions, rather than cash),

may trigger an "ownership change." If an "ownership change" occurs in the future, utilization of our NOL carryforwards or

other tax attributes may be limited, which could potentially result in increased future tax liability to us.

Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and of Delaware

law may prevent or delay an acquisition of the Company, which could decrease the trading price of our Common Stock.

Our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law contain

provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids

unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board of Directors rather than

to attempt a hostile takeover. These provisions provide for:

•Amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws

regarding the election of directors, the term of office of directors, the filling of director vacancies and the resignation

and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of

our capital stock entitled to vote thereon;

•Amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity

only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to

vote thereon;

•Removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of

stockholders entitled to vote in the election of directors;

•Our Board of Directors to determine the powers, preferences and rights of our preferred stock and to issue such

preferred stock without stockholder approval;

•Provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent

stockholders from calling special meetings of our stockholders;

•Advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual

meetings;

•A prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common

Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the

issued and outstanding shares of our Common Stock can elect all the directors standing for election; and

•Action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our

amended and restated bylaws, only by unanimous written consent.

Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if

the transaction is considered favorable to stockholders. These anti-takeover provisions could substantially impede the ability of

stockholders to benefit from a change in control or a change in our management and Board of Directors and, as a result, may

adversely affect the market price of our Common Stock and a stockholder's ability to realize any potential change of control

premium.

Our ability to compete may be materially and adversely affected if adequate capital is not available. In addition, future

offerings of debt securities, which would rank senior to our Common Stock upon our liquidation, and future offerings of

equity securities, which may be senior to our Common Stock for the purposes of dividend and liquidating distributions, may

be dilutive and materially and adversely affect the market price of our Common Stock.

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Our ability to be competitive in the marketplace is dependent on the availability of adequate capital. We may raise

additional capital through the issuance of debt or equity securities (including preferred stock) from time to time. There is no

guarantee that we will file or have an effective shelf registration statement on file with the SEC, which could impact our ability

to engage in future offerings and could impair our ability to raise additional capital quickly in response to changing

requirements and market conditions.

In addition, upon liquidation, holders of our debt securities (including holders of our 2031 Notes and 2027 Notes) and

preferred stock, if any, and lenders with respect to other borrowings (including the lenders under the 2029 Term Loan Facility)

will be entitled to our available assets prior to the holders of our Common Stock. Preferred stock could have a preference on

liquidating distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our

Common Stock.

Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other

factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of

our Common Stock bear the risk of our future offerings reducing the market price of our Common Stock and diluting the value

of their holdings in our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats

(as such term is defined in Item 106(a) of Regulation S-K), including, among other things, operational risks, intellectual

property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and

legal risks, and reputational risks.

We employ various processes and controls to aid in our efforts to identify, assess, and manage our material risks from

cybersecurity threats and to protect against, detect, and respond to cybersecurity incidents (as such term is defined in Item

106(a) of Regulation S-K). To identify and assess material risks from cybersecurity threats, we consider and gather information

with respect to the confidentiality, integrity, and availability of our information systems (as defined in Item 106(a) of

Regulation S-K). We have adopted policies and procedures that are designed to assist us with managing identified risks at a

system and organizational level and with assessing the materiality of the risk, its severity, and potential mitigations or

remediations. Our enterprise risk management program considers cybersecurity threat risks alongside other company risks as

part of our overall risk assessment process.

The cybersecurity risk identification process includes: (i) identifying information systems and assets, including physical

and virtual devices, software, data, data transfers, external systems, and cloud resources; (ii) reviewing organizational business

processes, identities, access, and roles (including privileged access), asset configurations, technology policies, standards,

controls, and processes; (iii) determining if those systems or assets process or store customer and/or employee personal data,

(iv) analyzing the criticality of systems, assets and business processes and sensitivity of data; and (v) identifying vulnerabilities

and threats to the identified systems, assets, data, and processes, from both internal and external sources, including through

threat intelligence, previous cybersecurity incidents, and third-party assessments.

Our processes also consider cybersecurity risks associated with our use of third-party service providers and business

partners, including those in our supply chain and those who have access to our customer and employee data or our information

systems. Identified third-party service provider and business partner risks are managed by our cybersecurity risk management

program. In addition, cybersecurity and privacy considerations affect the selection and oversight of our third-party service

providers and business partners, as well as third-party specific integration plans. Additionally, we generally require those third

parties that could introduce significant cybersecurity or data privacy risk to us to agree by contract to comply with applicable

data protection laws, and to manage their cybersecurity risks by implementing appropriate technical and organizational

measures, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.

We employ a range of tools and services to inform our risk preparedness, identification, assessment and remediation

processes, including, among others, continuous monitoring, regular reoccurring security and compliance activities, training,

threat intelligence, business processes, change management, strategic planning, annual assessments, and periodic testing and

assessments performed by qualified security personnel and by third-party firms. As part of the above-described processes, we

engage with third-party firms to perform independent assessments, including internal and external penetration tests,

configuration assessments, security plan and program assessments, compliance assessments, and incident response readiness

exercises to help identify areas for continued focus, improvement and/or compliance.

Identified risks are evaluated and assessed by the Company's security review council, comprised of various security,

technology, legal and privacy staff members and management. A member of management is assigned as the risk owner and

takes an active role in managing the risk, including approving the risk response and risk treatment plan, as well as participating

in assessing any residual risk after implementation of the treatment plan. Our Chief Information Security Officer oversees our

cybersecurity risk management program.

In the event of a potential material risk, the risk is reported to the Chief Information Security Officer, the Chief Technology

Officer, the Chief Privacy Officer and to the legal department and the appropriate member of senior management responsible

for the function where the risk has been identified. The risk is then reviewed by the Disclosure Committee, which includes

among others, the Company's Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Accounting

Officer to determine whether the risk is material for disclosure purposes in accordance with applicable rules and regulations.

In 2024, our business strategy, results of operations, and financial condition were not materially affected by risks from

cybersecurity threats but we cannot provide assurance that they will not be materially affected in the future by such risks or any

future material incidents. We describe whether and how risks from identified cybersecurity threats, including as a result of any

previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business

strategy, results of operations, or financial condition, under the heading "Risks Related to Cybersecurity and Artificial

Intelligence" under Risk Factors in this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

Governance

Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of

Directors and management. Our Board of Directors is responsible for the oversight of risks from cybersecurity threats. Each

quarter or as needed, the Board of Directors receives an overview from management of our cybersecurity program and strategy

covering topics such as cybersecurity incidents and response, progress towards pre-determined risk-mitigation-related goals,

results from third-party assessments, cybersecurity staffing, compliance status, and material cybersecurity threat risks or

incidents and developments, as well as the steps management has taken to respond to any such risks. In such sessions, our Chief

Information Security Officer is available to the Board of Directors to discuss any relevant cybersecurity matters. In addition, at

least bi-annually, the Chief Information Security Officer and Chief Technology Officer report to the Board of Directors about

cybersecurity threat risks, among other cybersecurity related matters.

Our cybersecurity risk management and strategy processes discussed above, are led by our Chief Information Security

Officer and Chief Technology Officer, both of whom are Certified Information Systems Security Professionals. Specifically,

our Chief Information Security Officer has approximately 10 years of experience developing cybersecurity strategy, incident

response, and implementing cybersecurity programs for public media companies and is a certified boardroom Qualified

Technology Expert and our Chief Technology Officer has approximately 16 years of experience developing cybersecurity

strategy, incident response, and implementing cybersecurity programs.

ITEM 2. PROPERTIES

Our corporate headquarters are located in New York, New York, where we lease approximately 24 thousand square feet,

under a lease agreement terminating in May 2031. We also have an executive office in Pittsford, New York, where we lease

approximately 7 thousand square feet, under a lease agreement terminating in December 2026.

Our domestic facilities, excluding our corporate headquarters above, occupy approximately 5.3 million square feet in the

aggregate, of which approximately 3.9 million square feet are leased from third parties. Many of our local media organizations

also have outside news bureaus, sales offices, and distribution centers that are leased from third parties. We own some of the

plants that house most aspects of the publication process but in certain locations have outsourced printing or combined the

printing of multiple publications.

Newsquest, our subsidiary headquartered in London, U.K., occupies approximately 450 thousand square feet in the U.K.

spread over 59 locations. Of this, approximately 300 thousand square feet spread over 48 locations are leased from third parties,

including three production facilities. Included in Newsquest's 11 owned premises is one production facility.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock, par value $0.01 per share ("Common Stock") trades on the NYSE under the trading symbol "GCI." As

of February 14, 2025, there were approximately 3,707 holders of record of our Common Stock.

Dividends

We presently have no intention to declare or pay a dividend, and there can be no assurance that we will pay dividends in

the future. In addition, the terms of our indebtedness, including the 2029 Term Loan Facility and the 2031 Notes Indenture have

terms that restrict our ability to pay dividends.

Issuer Purchases of Equity Securities

In February 2022, our Board of Directors authorized the repurchase of up to $100 million (the "Stock Repurchase

Program") of our Common Stock, par value $0.01 per share. Repurchases may be made from time to time through open market

purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the

Securities Exchange Act of 1934, as amended, or by means of one or more tender offers, in each case, as permitted by securities

laws and other legal requirements. The amount and timing of the purchases, if any, will depend on a number of factors,

including, but not limited to, the price and availability of the Company's shares, trading volume, capital availability, Company

performance and general economic and market conditions. The Stock Repurchase Program may be suspended or discontinued

at any time. Further, future repurchases under our Stock Repurchase Program may be subject to various conditions under the

terms of our various debt instruments and agreements, unless an exception is available or we obtain a waiver or similar relief.

The Stock Repurchase Program will continue in effect until the approved dollar amount has been used to repurchase shares or

the program is terminated by further action of the Board of Directors. The Stock Repurchase Program does not require us to

repurchase any specific number of shares of Common Stock or any shares of Common Stock at all. We cannot assure

stockholders that any specific number of shares of Common Stock, if any, will be repurchased under the Stock Repurchase

Program.

During the year ended December 31, 2024, we did not repurchase any shares of Common Stock under the Stock

Repurchase Program. As of December 31, 2024, the remaining authorized amount under the Stock Repurchase Program was

approximately $96.9 million. The Company does not currently anticipate repurchasing any shares of Common Stock during the

first quarter of 2025.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

OVERVIEW

We are a diversified media company with expansive reach at the national and local level dedicated to empowering and

enriching communities. We seek to inspire, inform, and connect audiences as a sustainable, growth focused media and digital

marketing solutions company. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national

publication, USA TODAY, and local media organizations, including our network of local properties, in the United States (the

"U.S."), and Newsquest, a wholly-owned subsidiary operating in the United Kingdom (the "U.K."), we provide essential

journalism, local content, and digital experiences to audiences and businesses. We deliver high-quality, trusted content with a

commitment to balanced, unbiased journalism, where and when consumers want to engage. We prioritize a digital-first strategy,

focusing on audience growth and engagement while diversifying revenue streams. Our digital marketing solutions brand,

LocaliQ, supports small and medium-sized businesses ("SMBs") with innovative digital marketing products and solutions. Our

mission remains to inspire, inform, and connect communities while driving sustainable growth for our customers, advertisers,

partners, and shareholders.

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

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

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

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

reporting in the notes to the Consolidated financial statements.

Business Trends

We have considered several industry trends when assessing our business strategy:

•Print advertising and Print circulation revenues have and are expected to continue to decline as our audience

increasingly moves to digital platforms. We seek to optimize our print operations to efficiently manage for the

declining print audience. We are focused on growing a digitally-oriented audience across multiple platforms and

revenue streams.

•Our revenues and results of operations continue to be influenced by general macroeconomic conditions, including, but

not limited to, 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 rely on third-party platforms from large technology companies, particularly search engines, social media

platforms, and emerging technologies. These platforms exert significant control over the visibility and ranking of our

content, and their actions can adversely impact traffic, engagement, and revenues. Additionally, these companies can

influence both the type of media we acquire and the associated costs. We continue to adapt by diversifying our digital

strategies and optimizing content distribution to mitigate these impacts.

•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.

Certain Matters Affecting Comparability

The following items affect period-over-period comparisons and will continue to affect period-over-period comparisons for

future results:

Asset impairments

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.

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Loss (gain) on sale or disposal of assets, net

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.

Integration and reorganization costs

For the year ended December 31, 2024, we incurred Integration and reorganization costs of $66.2 million. Of the total costs

incurred, $15.1 million were related to severance activities and $51.0 million were related to other reorganization-related costs,

including $24.5 million related to withdrawal liabilities, generally paid over a period of approximately 20 years, which were

expensed as a result of ceasing contributions to multiemployer pension plans, and $9.7 million expensed as of the cease-use

date related to certain licensed content, as well as costs associated with facility consolidation and systems implementation.

For the year ended December 31, 2023, we incurred Integration and reorganization costs of $24.5 million. Of the total costs

incurred, $18.5 million were related to severance activities and $6.0 million were related to other costs, including costs for

consolidating operations, primarily related to costs associated with systems implementation and the outsourcing of corporate

functions, partially offset by the reversal of withdrawal liabilities related to multiemployer pension plans of $6.4 million based

on settlement of the withdrawal liabilities.

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.

Foreign currency

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.