v3.26.1
Supplemental equity and other information
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Supplemental equity and other information
NOTE 10 — Supplemental equity and other information

Income per share

The following table sets forth the information to compute basic and diluted income per share:
Three months ended June 30,Six months ended June 30,
In thousands, except per share data2026202520262025
Net income attributable to USA TODAY Co.$9,125 $78,391 $29,016 $71,058 
Interest adjustment to Net income attributable to USA TODAY Co. related to assumed conversions of the:
    2031 Notes2,699 2,677 5,416 5,351 
    2027 Notes— 522 — 1,184 
Net income attributable to USA TODAY Co. for diluted earnings per share$11,824 $81,590 $34,432 $77,593 
Basic weighted average shares outstanding146,738 145,164 146,414 144,274 
Effect of dilutive securities:
Restricted stock grants(a)
2,464 662 2,179 849 
2031 Notes(b)
44,745 44,745 44,745 44,745 
2027 Notes(c)
— 4,822 — 4,822 
Diluted weighted average shares outstanding193,947 195,393 193,338 194,690 
Income per share attributable to USA TODAY Co. - basic$0.06 $0.54 $0.20 $0.49 
Income per share attributable to USA TODAY Co. - diluted$0.06 $0.42 $0.18 $0.40 
(a) Includes restricted stock awards, restricted stock units and performance stock units.
(b) Represents the total number of shares that would have been convertible for the three and six months ended June 30, 2026 and 2025, as stipulated in the 2031 Notes Indenture.
(c) Represents the total number of shares that would have been convertible for the three and six months ended June 30, 2025, as stipulated in the 2027 Notes Indenture.

The Company excluded the following securities from the computation of diluted income per share because their effect would have been antidilutive:
Three months ended June 30,Six months ended June 30,
In thousands2026202520262025
2027 Notes(a)
4,822 — 4,822 — 
Stock options4,716 4,716 4,716 4,716 
(a)Represents the total number of shares that would have been convertible for the three and six months ended June 30, 2026 as stipulated in the 2027 Notes Indenture.

The 2031 Notes and 2027 Notes may be converted at any time by the Holders into cash, shares of the Company's Common Stock or any combination of cash and Common Stock, at the Company's election. Conversion of all of the 2031 Notes and 2027 Notes into Common Stock (assuming the maximum increase in the conversion rate as a result of a Make-Whole Fundamental Change but no other adjustments to the conversion rate), would result in the issuance of an aggregate of 143.9 million shares of Common Stock and 14.3 million shares of Common Stock, respectively. The Company has excluded from the income per share calculation approximately 99.1 million shares related to the possible conversion of the 2031 Notes and 9.4 million shares related to the possible conversion of the 2027 Notes, representing the difference between the total number of shares that would be convertible at June 30, 2026 and the total number of shares issuable assuming the maximum increase in the conversion rate.

Share-based compensation

Share-based compensation expense was $2.5 million and $4.6 million for the three and six months ended June 30, 2026, respectively, and $2.1 million and $5.0 million for the three and six months ended June 30, 2025, respectively, and is included in Selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

The total compensation cost not yet recognized related to non-vested awards as of June 30, 2026 was $11.1 million, and is expected to be recognized over a weighted-average period of 1.8 years through April 2028.
Equity awards

There were approximately 116 thousand and 120 thousand restricted stock units granted during the three and six months ended June 30, 2026, respectively.

Cash awards

The Company grants certain employees either long-term cash awards ("LTCAs") or cash performance units ("CPUs"). CPUs generally vest and pay out in cash on the third anniversary of the grant date based upon the achievement of threshold goals depending on actual performance against financial objectives over a three-year period. LTCAs generally vest and pay out in cash on the first, second and third anniversaries of the date of grant. As of June 30, 2026, there was approximately $12.1 million of unrecognized compensation expense related to cash awards.

Preferred stock

The Company has authorized 300,000 shares of preferred stock, par value $0.01 per share, issuable in one or more series designated by the Company's Board of Directors, none of which have been issued. There were no issuances of preferred stock during the six months ended June 30, 2026.

Stock repurchase program

The Company's Board of Directors has authorized the repurchase of up to $100 million (the "Stock Repurchase Program") of the Company's Common Stock. 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.

During the six months ended June 30, 2026, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of June 30, 2026, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million.

Accumulated other comprehensive loss, net of tax

The following tables summarize the components of, and the changes in, Accumulated other comprehensive loss, net of tax:
Six months ended June 30, 2026Six months ended June 30, 2025
In thousandsPension and postretirement benefit plansForeign currency translation



TotalPension and postretirement benefit plansForeign currency translationTotal
Beginning balance$(74,007)$15,102 $(58,905)$(54,953)$(1,211)$(56,164)
Other comprehensive income (loss) before reclassifications2,215 (6,187)(3,972)(8,851)21,822 12,971 
Amounts reclassified from accumulated other comprehensive income(a)(b)
273 — 273 82 — 82 
Current period other comprehensive income (loss)2,488 (6,187)(3,699)(8,769)21,822 13,053 
Ending balance$(71,519)$8,915 $(62,604)$(63,722)$20,611 $(43,111)
(a)Amounts reclassified from accumulated other comprehensive income are included in the computation of net periodic benefit cost. See Note 7 — Pensions and other postretirement benefit plans.
(b)Amounts reclassified from accumulated other comprehensive income are recorded net of tax impacts of $103 thousand and $29 thousand for the six months ended June 30, 2026 and 2025, respectively.