v3.26.3
Supplemental equity and other information
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Supplemental equity and other information
NOTE 10 — Supplemental equity and other information

(Loss) income per share

The following table sets forth the information to compute basic and diluted (loss) income per share:
Three months ended September 30,Nine months ended September 30,
In thousands, except per share data2026202520262025
Net (loss) income attributable to USA TODAY Co.$(4,605)$(39,249)$24,411 $31,809 
Interest adjustment to Net (loss) income attributable to USA TODAY Co. related to assumed conversions of the:
    2031 Notes— — — 8,031 
Net (loss) income attributable to USA TODAY Co. for diluted earnings per share$(4,605)$(39,249)$24,411 $39,840 
Basic weighted average shares outstanding147,442 145,798 146,761 144,788 
Effect of dilutive securities:
Restricted stock grants(a)
— — 1,025 717 
2031 Notes(b)
— — — 44,745 
Diluted weighted average shares outstanding147,442 145,798 147,786 190,250 
(Loss) income per share attributable to USA TODAY Co. - basic$(0.03)$(0.27)$0.17 $0.22 
(Loss) income per share attributable to USA TODAY Co. - diluted$(0.03)$(0.27)$0.17 $0.21 
(a) Includes restricted stock awards and restricted stock units.
(b) Represents the total number of shares that would have been convertible for the nine months ended September 30, 2025, as stipulated in the 2031 Notes Indenture.

The Company excluded the following securities from the computation of diluted (loss) income per share because their effect would have been antidilutive:
Three months ended September 30,Nine months ended September 30,
In thousands2026202520262025
Restricted stock grants(a)
5,650 5,373 — 2,065 
2031 Notes(b)
44,745 44,745 44,745 — 
2027 Notes(c)
4,822 4,822 4,822 4,822 
Stock options4,716 4,716 4,716 4,716 
(a)Includes restricted stock awards and restricted stock units.
(b)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2026 and the three months ended September 30, 2025 as stipulated in the 2031 Notes Indenture.
(c)Represents the total number of shares that would have been convertible for the three and nine months ended September 30, 2026 and 2025 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 (loss) 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 September 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 $2.6 million and $7.2 million for the three and nine months ended September 30, 2026, respectively, and $1.9 million and $6.8 million for the three and nine months ended September 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 September 30, 2026 was $31.7 million, and is expected to be recognized over a weighted-average period of 2.5 years through March 2029.

Equity awards

There were approximately 3,468 thousand and 3,588 thousand restricted stock units ("RSUs") granted during the three and nine months ended September 30, 2026, respectively. RSUs generally vest one-third on the first, second, and third anniversary of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. RSUs awarded to non-employee directors generally vest immediately upon grant. The Company recognizes compensation costs for these awards based on the fair market value of the award as of the grant date.

There were approximately 249 thousand performance share units ("PSUs") granted during the three and nine months ended September 30, 2026. PSUs are subject to the achievement of certain performance goals over the eligible period. Compensation cost ultimately recognized for these PSUs will equal the grant-date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, we record compensation cost based on the expected level of achievement of the performance conditions.

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 September 30, 2026, there was approximately $11.0 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 nine months ended September 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 nine months ended September 30, 2026, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of September 30, 2026, the remaining authorized amount under the Stock Repurchase Program was approximately $96.9 million. The Company expects to resume repurchases of Common Stock under the Stock Repurchase Program during the fourth quarter of 2026, subject to market conditions and other relevant factors.
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:
Nine months ended September 30, 2026Nine months ended September 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 reclassifications2,194 (6,636)(4,442)(7,528)15,856 8,328 
Amounts reclassified from accumulated other comprehensive income(a)(b)
410 — 410 146 — 146 
Current period other comprehensive income (loss)2,604 (6,636)(4,032)(7,382)15,856 8,474 
Ending balance$(71,403)$8,466 $(62,937)$(62,335)$14,645 $(47,690)
(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 $154 thousand and $49 thousand for the nine months ended September 30, 2026 and 2025, respectively.