NYSE: TDAY

"we," "us," and "our" in this document refer to USA TODAY Co., Inc., a Delaware corporation, and, where appropriate, its

subsidiaries.

We report in three segments: USA TODAY Media, Newsquest and LocaliQ. We also have a Corporate 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 15 — Segment reporting in the notes to the Consolidated financial

statements.

Growing digital revenue is a core strategic priority, and we employ a digital-first strategy, focused on audience growth and

engagement and on diversifying revenue streams. As a result, in 2025, 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, content and artificial intelligence ("AI") partnerships, and licensing revenues, grew to 46% of our

total revenues, or $1.1 billion. In total, during 2025 we averaged 186 million(a)(b) unique visitors across both the USA TODAY

Media and Newsquest segments, and as of December 31, 2025, we had approximately 1.5 million paid digital-only

subscriptions, which outnumbered our print subscriptions.

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 an increasingly integrated

operating foundation, including modernized technology systems, automated workflows, enhanced data capabilities, and

continued investment in our people and talent development. Our strategy unifies trusted journalism and digital innovation under

one brand: USA TODAY Co. and is represented by our motto, "National voice. Local strength."

Three operating pillars

Expand reach and engagement with our customer segments

We believe a scaled and engaged base is key to our ongoing growth - including audience in our USA TODAY Media and

Newsquest segments and clients in our LocaliQ segment.

As of December 31, 2025, we have built one of the largest digital audiences in the U.S. media sector, both locally and

nationally. For both the USA TODAY Media and Newsquest segments, we seek to strengthen the connection with our audience

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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 LocaliQ segment, we seek to expand our client base through enhancements in our customer acquisition and retention

and by 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 seek to accelerate digital revenue growth by developing a broad portfolio of monetization channels on our platforms,

maximizing yield across our platforms, and tailoring opportunities to individual consumer behavior.

Our strategy aims to allow us to more fully monetize the numerous visitors to our digital platforms, capitalizing on every

interaction. Given our extensive portfolio, we seek to deliver and optimize a wide range of offerings across advertising,

subscriptions, and commerce while increasingly leveraging our existing content to power syndication, affiliate, content and AI

partnerships, as well as licensing arrangements.

Likewise, we are also focused on enhancing and expanding our core digital marketing services products and solutions. This

includes continuing to develop software-based solutions, including AI-powered solutions, which are intended to increase our

addressable market, improve retention, and increase our Core platform revenues. Refer to "Key Performance Indicators" in

"Management's Discussion and Analysis of Financial Condition and Results of Operations" 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.

Foundation for ongoing growth

We continue to modernize our infrastructure to support our transformation and long-term growth, including integrating

advanced, next generation technologies that enhance automation, AI, and scalability across our operations. We are

strengthening the interoperability of our platforms to enable faster execution, more efficient and automated decision-making,

and improved product development. These efforts are intended to increase our organization's agility, unlock operational

efficiencies, and position us to capture future digital growth opportunities. We also continue to invest in developing the skills

and capabilities required to support a more technology-forward, digitally oriented organization.

USA TODAY Media segment

Our USA TODAY Media segment includes the USA TODAY NETWORK, comprised of the national publication, USA

TODAY, and our network of local properties in the U.S., as well as USA TODAY NETWORK Ventures, our community

events business. This segment also includes operations which use existing assets, including employee expertise, equipment, and

distribution networks, to produce print products for USA TODAY Co. and third-party customers. As of December 31, 2025, we

operated over 320 digital news and media brands across our portfolio, and USA TODAY NETWORK had daily and weekly

content brands in approximately 215 local communities across 43 states.

Our core offerings include:

•Digital: digital-only subscriptions for local brands, USA TODAY, sports, and games; and

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

shoppers and niche publications).

Approximately 87% of our daily media brands 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 in each community we serve. Our highly-recognized media brands, including USA TODAY, are powered by

an integrated and award-winning news organization, which as of December 31, 2025, comprised approximately 2,500

journalists with deep roots in our local communities.

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The scale of our consumer audience across the USA TODAY Media segment makes us an attractive marketing partner to

various local and national businesses trying to reach consumers. We regularly adjust the number and type of products offered

within each publication and market as we identify opportunities to best serve consumer and advertiser needs.

During 2025, the USA TODAY NETWORK averaged a total digital audience of approximately 132 million(a) monthly

unique visitors, and the combined average daily print readership was approximately 2.2 million on Sunday and 2.0 million daily

Monday through Saturday, primarily driven by our network of local properties and to a lesser extent, our national publication

USA TODAY. We reach nearly 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 2025 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).

The USA TODAY NETWORK also leverages a centralized infrastructure, which provides 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. While we centrally manage production and distribution, and leverage a

single content management platform to maximize efficiency and enable content sharing across our portfolio of brands, 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.

USA TODAY Media segment revenues

The USA TODAY Media segment 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, and the syndication and licensing of our content to third parties. The USA TODAY Media segment is focused on

monetizing its digital audience through multiple digital revenue touchpoints, including digital subscriptions, digital content

syndication, affiliate, content and AI partnerships, and digital advertising leveraging both first and third-party data. We are

focused on growing digital revenues by employing a holistic approach to monetization and maximizing the total digital revenue

of each unique visitor, while maintaining a robust print base.

Our advertising teams sell across a wide range of products, platforms, and locations. We operate local market teams,

national and centralized sales, and self-service options 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. 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 USA TODAY Media segment were $654.2 million in 2025 compared to $692.7 million in 2024,

which represented 38% of total USA TODAY Media segment revenues in 2025, up from 36% in 2024.

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, content and AI partnerships and

licensing revenues.

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Print and commercial revenues

Print and commercial revenues at the USA TODAY Media segment were $1.1 billion in 2025, compared to $1.2 billion in

2024, which represented 62% of total USA TODAY Media segment revenues in 2025, down from 64% in 2024, making it our

single largest revenue category in 2025.

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, 2025, we had approximately 0.8 million print subscribers.

In the U.S. local markets, Print circulation revenues are largely subscription based, with approximately 85% derived from

home delivery subscriptions in 2025. In addition to the subscription model, single-copy print editions are sold at retail outlets

and accounted for approximately 9% of daily and 13% of Sunday net paid circulation volume in 2025. In 2025, approximately

44% of the net paid circulation volumes of USA TODAY were 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 our media offerings by connecting

communities through impactful experiences. In 2025, USA TODAY NETWORK Ventures hosted a variety of in-person and

virtual events, attracting approximately 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, 2025, the USA TODAY Media segment owned and/or operated 11 production facilities. We leverage

existing assets, including employee expertise, equipment, and distribution networks, to produce print products for USA

TODAY Co. and third-party customers. We seek to reduce the operating costs of our publications while enhancing the quality

of our small and mid-size market publications by clustering our production resources, utilizing excess capacity for commercial

work, and/or outsourcing where cost-beneficial.

We aim to continue to optimize our geographic footprint to efficiently produce and transport printed products, with daily

newspaper distribution made via the U.S. Postal Service in certain markets as well as outsourcing to independent third-party

distributors. In 2025, we converted five publications to same-day mail delivery via the U.S. Postal Service in markets where it

was viable from a customer and financial perspective. Our goal is to provide reliable delivery to the consumer, and where

possible, at a lower cost and eliminate unprofitable distribution routes. We intend to continue to expand mail delivery in 2026.

Competition

Our USA TODAY Media operations compete for advertising and marketing spend with a broad range of media and

technology companies, including social media platforms, advertising networks, 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 programmatic buying channels. We also compete for circulation and readership against other news and

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information outlets as well as other content creators, some of which offer their content free of charge.

Competition has intensified as audiences increasingly consume news and information through digital channels, mobile

applications, social platforms, video services, and emerging technologies that aggregate, summarize, or redistribute content.

Barriers to entry remain low with limited capital requirements for new companies to enter the market with competitive digital

products. Additionally, there are times when we are not, and 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 USA TODAY 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 USA TODAY Media segment

to continue to improve its suite of advertising and marketing services products through both internal development and

partnerships.

Joint Operating Agreement

One of our USA TODAY Media subsidiaries was a party to a partnership which was subject to and operated under a joint

operating agreement ("JOA"). Under the JOA, the partnership performed the production, sales, distribution, and back office

functions for our subsidiary, the Detroit Free Press, and The Detroit News, which was published by MediaNews Group.

Operating results for the Detroit JOA were fully consolidated along with a charge for the minority partners' share of profits.

During the second quarter of 2025, the parties agreed not to renew the JOA, and as a result the JOA ended in December

2025. On January 31, 2026, we completed the transfer of The Detroit News from MediaNews Group. Refer to Note 16 —

Subsequent events in the notes to the Consolidated financial statements.

Newsquest segment

Our Newsquest segment in the U.K. is comprised of approximately 220 digital news and media brands across our portfolio,

including over 150 daily and weekly newspapers and over 60 magazines as of December 31, 2025.

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, 2025, our journalism network is powered by an integrated

and award-winning news organization comprised of approximately 420 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 2025, Newsquest had a

digital audience of approximately 54 million(b) monthly unique visitors, on average, with a total average print readership of

approximately 3.5 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 through

multiple digital revenue touchpoints, such as digital subscriptions, affiliate and content partnerships, digital advertising

leveraging both first and third-party data, and new product offerings. 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

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large, 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 $81.5 million in 2025 compared to $79.3 million in 2024, which

represented 34% of total Newsquest segment revenues in 2025, up from 33% in 2024.

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.

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

revenue categories. We continue to focus on expanding our content offerings and enhancing our product suite to meet the needs

of our consumers and leverage our expansive organic audience.

Print and commercial revenues

Print and commercial revenues at the Newsquest segment were $156.8 million in 2025 compared to $160.0 million in

2024, which comprised 66% of total Newsquest segment revenues, down from 67% 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 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.

In the Newsquest markets, Print circulation revenues are largely single-copy based, with approximately 82% derived from

single-copy sales in 2025.

Production and distribution

As of December 31, 2025, 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 the USA TODAY Media segment, as

discussed 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

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Our Newsquest segment operations and affiliated digital platforms compete for advertising and marketing spend with a

broad range of media and technology companies, including social media platforms, advertising networks, 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, as well as other programmatic buying channels.

We also compete for circulation and readership against other news and information outlets as well as other content creators,

some of which offer their content free of charge.

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, and 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.

The Newsquest segment operates with a focus on audience reach and engagement in the digital media industry through an

emphasis 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.

LocaliQ segment

Our LocaliQ segment provides digital advertising and marketing products and solutions to help local businesses reach

customers and grow their business. LocaliQ's cloud-based platform offers a suite of integrated 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. The product suite also includes 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 LocaliQ benefits from several strengths that differentiate it in the digital marketing solutions landscape. Our

scaled sales force, long-standing presence in the communities in which we operate, and vast data accumulated through decades

of campaign management enable us to understand local business needs and consumer behavior. These strengths support

efficient customer acquisition, targeted campaign optimization, and reliable performance - factors that are increasingly

important as digital marketing becomes more complex. 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.

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

averaging 95% in 2025. In addition, we believe that ongoing investment in our core platform and in our product suite are

critical to growing the number of core platform customers. As of December 31, 2025, our core platform average customer count

was approximately 13,300 at our LocaliQ segment. Refer to "Key Performance Indicators" in "Management's Discussion and

Analysis of Financial Condition and Results of Operations" below for further discussion of core platform average customer

count.

LocaliQ 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

powered by AI and service experts that grows and adapts with the needs of local business owners. LocaliQ identifies the biggest

opportunities across our product suite and provides solutions by recommending the right mix of product features on the

platform and by providing data-driven performance measurement and reporting.

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

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•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 accounted for 66% of our LocaliQ segment's total revenues for the year

ended December 31, 2025.

•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 LocaliQ segment has sales operations in the U.S.,

Canada, New Zealand, Australia, and the U.K., as well as support services in India. During 2025, approximately 94% of our

LocaliQ segment revenues were generated in North America and the remaining 6% from other international markets. All

LocaliQ 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 several 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 LocaliQ 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 AI. 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

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

Our production and distribution facilities are subject to various federal, state, local, and foreign environmental laws. Our

operations use inks, solvents, and fuels, for which the use, management, and disposal of certain of these substances are

regulated by environmental agencies. 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.

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Raw materials

Newsprint, which is one of the raw materials used in our print publications, has been and may continue to be subject to

significant price changes from time to time. During 2025, we purchased newsprint as well as other specialty paper grades from

13 domestic and global suppliers with three of the mills in the United States. Additionally, during 2025, 8% of our domestic

newsprint purchases contained recycled content. Our total consumption was approximately 78,000 metric tons in 2025, a

decrease of 18% from 2024, which included consumption by our owned and operated print sites, third-party printing sites, and

Newsquest, and includes consumption for USA TODAY Co. products as well as products printed commercially for third-

parties. Newsprint capacity, including the number of newsprint suppliers, has been impacted by the closure and consolidation of

newsprint mills and the conversion of newsprint mills to other products or grades of paper. North American suppliers are

becoming a larger share of the global market. The domestic supply of newsprint is susceptible to supply chain disruptions and

pricing volatility tied to economic and geopolitical factors, including tariffs and retaliatory tariffs. In addition, 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, among other things,

trade policy, inflation, interest rates, housing demand, employment levels, and consumer confidence, as well as economic and

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

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

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

spend.

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

facility, which as of December 31, 2025, accounted for approximately 75% of our outstanding debt, as well as fluctuations in

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

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

Report on Form 10-K.

Seasonality

We experience seasonality in our revenues. The USA TODAY Media segment typically witnesses the greatest impact from

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

spending. The LocaliQ segment generally experiences the greatest impact from seasonality in the first half of the fiscal year,

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

Human capital resources

We believe our employees represent our greatest asset and the foundation of our business, making day-to-day operations

possible while driving future success. Nurturing a broad range of experiences, opinions, perspectives and capabilities aligned to

our shared values, our people enable our organization to deliver value to our customers and communities.

Enabling a positive experience for all employees remains a top priority at USA TODAY Co. Aligned to our purpose, we

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

continue to develop new skills and capabilities. We invest in leadership development to enable managers to build strong team-

based connections and to support effective manager and employee dialogue. Culture building is a priority on a local, divisional

and enterprise level. Our efforts include encouraging volunteer participation in our employee-led employee resource groups

("ERGs"), with thirteen active ERGs operating in the Company as of December 31, 2025. ERG leaders set annual goals to

nurture our "Career, Culture, Company, and Community" objectives that help guide topics for programming and live

discussions. Our programming and consistent communication across our entire workforce includes intersectional ERG events,

monthly town hall meetings with our Chief Executive Officer and senior leadership, and many communication channels,

including, for 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 their experience,

including their challenges, aspirations and accomplishments. Annually, the performance management process begins with goal

setting and includes structure for regular manager feedback and coaching. We incorporate individual development plans to

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assist with the career growth and learning plans for employees. During 2025, we continued to focus on enabling management

effectiveness by sharing specific programs, tools, forums, and communications for managers. We also implemented tailored

mentoring programs to further enable the career elevation progress.

As of December 31, 2025, we employed approximately 7,500 employees in the U.S., of which approximately 15% were

represented by labor unions, most of which were affiliated with one of six unions. As of December 31, 2025, there were

approximately 2,000 employees outside of the U.S., including approximately 1,800 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, 2025, there were approximately 78 existing

collective bargaining agreements and one bargaining unit negotiating an initial contract. While we have experienced isolated

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

Sustainability initiatives

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

commitment to the communities we serve. We are focused on maintaining ethical and responsible business practices that

positively impact the world. Essential to USA TODAY Co.'s mission of empowering communities to thrive are the pillars of

our corporate social responsibility platform. We strive to minimize our environmental impact through sustainable business

practices for sourcing, consumption, and waste. We have implemented several initiatives to reduce our use of water, recover

and recycle electricity and fossil fuels when possible, and pursue green energy options where available and we strive to

incorporate sustainability throughout our supply usage and supply chain. In addition, we continue to reduce the number of

printing presses in operation by consolidating print operations, and we are also focused on reducing the square footage of our

office space through the consolidation of offices, in many cases, to more energy efficient spaces. We have implemented best-in-

class carbon accounting software, which has enhanced our ability to collect emissions data across a broader range of assets and

scopes. We recognize that establishing a comprehensive carbon footprint baseline is essential to identifying and implementing

effective emissions-reduction strategies.

We continue to harness employee enthusiasm through Sustainability Forward, an employee resource group focused on

bringing together a community of employees who are passionate about sustainability topics. The group aims to align initiatives

and efforts that support our commitment to sustainability, climate, people, and communities. In 2025, the group hosted monthly

meetings, community initiatives, and company-wide events and training focused on education and climate change solutions.

Corporate governance and public information

The address of USA TODAY Co.'s website is www.usatodayco.com. Stockholders can access a wide variety of

information on USA TODAY Co.'s website, under the "Investor Relations" tab, including corporate governance information,

news releases, Securities and Exchange Commission ("SEC") filings, and information USA TODAY Co. is required to post

online pursuant to applicable SEC and New York Stock Exchange ("NYSE") rules. USA TODAY Co. 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, USA TODAY Co.'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.usatodayco.com. The Company uses its website as a channel of distribution for

important company information and we use the investors.usatodayco.com website as a means of disclosing information that

may be deemed to be material to investors 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 tabs 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

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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 website are not intended to be incorporated by reference into this Annual Report on Form 10-K 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.

References

(a) © 2025 Comscore, Media Metrix, US Multi-Platform, Desktop 2+ and Total Mobile 18+, December 2024-December 2025

(b) Newsquest used Adobe Analytics to identify unique visitors between January 2025 and December 2025

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