GCI 10-K Annual Report Dec. 31, 2024 | Alphaminr
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GCI 10-K Fiscal year ended Dec. 31, 2024

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GANNETT CO., INC.
10-Qs and 10-Ks
10-K
 		Fiscal year ended Dec. 31, 2024
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 		Quarter ended Sept. 30, 2024
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 		Quarter ended June 30, 2024
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 		Quarter ended March 31, 2024
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 		Fiscal year ended Dec. 31, 2023
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 		Quarter ended Sept. 30, 2023
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 		Quarter ended June 30, 2023
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 		Quarter ended March 31, 2023
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 		Fiscal year ended Dec. 31, 2022
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 		Quarter ended Sept. 30, 2022
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 		Quarter ended June 30, 2022
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 		Quarter ended March 31, 2022
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 		Fiscal year ended Dec. 31, 2021
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 		Quarter ended Sept. 30, 2021
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 		Quarter ended June 30, 2021
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 		Quarter ended March 31, 2021
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 		Fiscal year ended Dec. 31, 2020
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 		Quarter ended Sept. 30, 2020
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 		Quarter ended June 30, 2020
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 		Quarter ended March 31, 2020
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 		Fiscal year ended Dec. 31, 2019
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 		Quarter ended Sept. 29, 2019
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 		Quarter ended June 30, 2019
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 		Quarter ended March 31, 2019
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 		Fiscal year ended Dec. 30, 2018
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 		Quarter ended Sept. 30, 2018
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 		Quarter ended July 1, 2018
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 		Quarter ended April 1, 2018
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 		Fiscal year ended Dec. 31, 2017
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 		Quarter ended Sept. 24, 2017
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 		Quarter ended March 26, 2017
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 		Fiscal year ended Dec. 25, 2016
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 		Quarter ended June 26, 2016
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 		Quarter ended March 27, 2016
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 		Fiscal year ended Dec. 27, 2015
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 		Quarter ended Sept. 27, 2015
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 		Quarter ended June 28, 2015
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 		Quarter ended March 29, 2015
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 		Fiscal year ended Dec. 28, 2014
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 		Quarter ended Sept. 28, 2014
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 		Quarter ended June 29, 2014
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 		Quarter ended March 30, 2014
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 		Fiscal year ended Dec. 29, 2013
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintNote 14 SegmentprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintNote 13 Commitments, Contingencies and Other MattersprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and IssuerprintItem 6. [reserved]printItem 7. Management's Discussion and Analysis Of Financial Condition and Results OfprintNote 8 DebtprintNote 4 LeasesprintNote 11 Income TaxesprintNote 6 Goodwill and Intangible AssetsprintNote 2 Summary Of Significant Accounting Policies For Further DiscussionprintNote 2 Summary Of Significant Accounting PoliciesprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Description Of Business and Basis Of PresentationprintNote 10 Fair Value MeasurementprintNote 9 Pensions and Other Postretirement Benefit PlansprintNote 3 RevenuesprintNote 5 Accounts Receivable, NetprintNote 7 Integration and Reorganization Costs and Asset ImpairmentsprintNote 12 Supplemental Equity and Other InformationprintNote 14 Segment ReportingprintNote 15 Subsequent EventsprintItem 9. Changes in and Disagreements with Accountants on Accounting and FinancialprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers, and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and RelatedprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of theCompany. Incorporated by reference to Exhibit 3.1 to theCompany's Quarterly Report on Form 10-Q, filedAugust 2, 2018. 3.2 Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to theCompany's Current Report on Form 8-K, filedNovember 20, 2019. 3.3 Certificate of Designation of Series A JuniorParticipating Preferred Stock of Gannett Co., Inc. Incorporated by reference to Exhibit 3.1 to theCompany's Current Report on Form 8-K, filed April 7,2020. 3.4 Certificate of Elimination of the Series A JuniorParticipating Preferred Stock of Gannett Co., Inc. Incorporated by reference to Exhibit 3.1 to theCompany's Current Report on Form 8-K, filed May 8,2023. 3.5 Certificate of Amendment of the Amended and RestatedCertificate of Incorporation of the Company, dated June3, 2024. Incorporated by reference to Exhibit 3.1 to theCompany's Current Report on Form 8-K, filed June 4,2024. 3.6 Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to theCompany's Current Report on Form 8-K, filedNovember 20, 2019. 4.1 Indenture with respect to 6.000% Convertible SeniorSecured Notes due 2027, dated as of November 17, 2020,by and between Gannett Co., Inc., the SubsidiaryGuarantors from time to time party thereto and U.S.Bank National Association, as a Trustee. Incorporated by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K, filedNovember 18, 2020. 4.2 First Supplemental Indenture, dated as of December 21,2020, by and between Gannett Co., Inc., the SubsidiaryGuarantors from time to time party thereto and U.S.Bank National Association, as trustee. Incorporated by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K, filedDecember 22, 2020. 4.3 Second Supplemental Indenture, dated as of February 9,2021, by and between Gannett Co., Inc., the SubsidiaryGuarantors from time to time party thereto and U.S.Bank National Associations, as trustee. Incorporated by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K, filedFebruary 12, 2021. 4.4 Fourth Supplemental Indenture, dated as of January 31,2022, by and among Gannett Co., Inc., the SubsidiaryGuarantors from time to time party thereto and U.S.Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K, filedFebruary 4, 2022. 4.5 Fifth Supplemental Indenture, dated as of October 15,2024, among Gannett Co., Inc., the SubsidiaryGuarantors party thereto and U.S. Bank Trust Company,National Association, as trustee. Incorporated by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K, filed October16, 2024. 4.6 Indenture with respect to 6.000% Convertible SeniorSecured Notes due 2031, dated as of October 15, 2024,among Gannett Co., Inc., the Subsidiary Guarantors partythereto from time to time and U.S. Bank Trust Company,National Association, as trustee. Incorporated by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K, filed October16, 2024. 4.7 Registration Rights Agreement, dated as of October 15,2024, by and among Gannett Co., Inc. and the otherPersons signatory thereto. Incorporated by reference to Exhibit 4.4 to theCompany's Current Report on Form 8-K, filed October16, 2024. 4.8 Description of Securities Registered under Section 12 ofthe Securities Exchange Act of 1934, as amended. Filed herewith. 10.1 Registration Rights Agreement, dated as of November19, 2019, by and among Gannett Co., Inc., FIG LLC andsuch other persons from time to time party thereto. Incorporated by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K, filedNovember 20, 2019. 10.2 Amendment No. 1 to Registration Rights Agreement,dated as of November 17, 2020, by and among GannettCo., Inc. and FIG LLC. Incorporated by reference to Exhibit 10.3 to theCompany's Current Report on Form 8-K, filedNovember 18, 2020. 10.3 Amended and Restated Management and AdvisoryAgreement, dated August 5, 2019, between New MediaInvestment Group Inc. and FIG LLC. Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K, filed August6, 2019. 10.4 Termination Agreement, dated as of December 21, 2020,by and between Gannett Co., Inc. and FIG LLC. Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K, filedDecember 22, 2020. 10.5 Gannett Co., Inc. 2024 Annual Bonus Plan.* Incorporated by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q, filed May2, 2024. 10.6 Gannett Co., Inc. 2023 Stock Incentive Plan.* Incorporated by reference to Exhibit 99.1 to theCompany's Registration Statement on Form S-8(Registration No. 333-272656), filed June 15, 2023. 10.7 Form of Gannett Co., Inc. Director Restricted StockAward Agreement (2023 Stock Incentive Plan)* Incorporated by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q, filedNovember 2, 2023. 10.8 Form of Gannett Co., Inc. Employee Restricted StockUnit Grant Agreement (2023 Stock Incentive Plan)* Incorporated by reference to Exhibit 10.3 to theCompany's Quarterly Report on Form 10-Q, filedOctober 31, 2024. 10.9 Form of Gannett Co., Inc. Employee Cash PerformanceUnit Award Agreement* Incorporated by reference to Exhibit 10.2 to theCompany's Quarterly Report on Form 10-Q, filedOctober 31, 2024. 10.10 2020 Omnibus Incentive Compensation Plan, adopted asof February 26, 2020.* Incorporated by reference to Exhibit 10.3 to theCompany's Annual Report on Form 10-K, filed March2, 2020. 10.11 Amendment No. 1 to 2020 Omnibus IncentiveCompensation Plan.* Incorporated by reference to Exhibit 10.3 to theCompany's Current Report on Form 8-K, filedDecember 28, 2020. 10.12 Form of Nonqualified Stock Option Agreement betweenNew Media Investment Group Inc. and FortressOperating Entity I LP.* Incorporated by reference to Exhibit 10.38 of theCompanys Annual Report on Form 10-K, filed March19, 2014. 10.13 Form of Nonqualified Stock Option Agreement betweenNew Media Investment Group Inc. and FortressOperating Entity I LP. Attached as Exhibit A to the Amended and RestatedManagement and Advisory Agreement filed as Exhibit10.10 hereto. 10.14 Gannett Co., Inc. Form of Employee Restricted StockGrant Agreement (2020 Omnibus IncentiveCompensation Plan, as amended).* Incorporated by reference to Exhibit 10.17 to theCompany's Annual Report on Form 10-K, filedFebruary 26, 2021. 10.15 Form of Gannett Co., Inc. Employee PerformanceRestricted Stock Unit Grant Agreement (2020 OmnibusIncentive Compensation Plan, as amended).* Incorporated by reference to Exhibit 10.2 to theCompany's Quarterly Report on Form 10-Q, filed May5, 2022. 10.16 Form of Gannett Co., Inc. Employee Cash PerformanceUnit Award Agreement (2020 Omnibus IncentiveCompensation Plan, as amended).* Incorporated by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q, filed May4, 2023. 10.17 Form of Gannett Co., Inc. Employee Restricted StockGrant Agreement (2020 Omnibus IncentiveCompensation Plan, as amended).* Incorporated by reference to Exhibit 10.2 to theCompany's Quarterly Report on Form 10-Q, filed May4, 2023. 10.18 2015 Change in Control Severance Plan, as amended andrestated as of December 23, 2020.* Incorporated by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K, filedDecember 28, 2020. 10.19 Key Employee Severance Plan, as amended and restatedas of December 23, 2020.* Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K, filedDecember 28, 2020. 10.20 Form of Indemnification Agreement.* Incorporated by reference to Exhibit 10.2 to theCompany's Quarterly Report on Form 10-Q, filed May2, 2024. 10.21 Offer Letter Agreement, dated March 25, 2020, by andbetween Gannett Co., Inc. and Douglas E. Horne.* Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K, filed April 6,2020. 10.22 Offer Letter Agreement, dated December 21, 2020, byand between Gannett Co., Inc. and Michael E. Reed.* Incorporated by reference to Exhibit 10.50 to theCompany's Annual Report on Form 10-K, filedFebruary 26, 2021. 10.23 Investor Agreement, dated as of November 17, 2020, byand among Gannett Co., Inc., the other Persons signatorythereto and such other Persons, if any, that from time totime become party thereto as Holders. Incorporated by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K, filedNovember 18, 2020. 10.24 Amendment and Restatement Agreement dated as ofOctober 15, 2024, among Gannett Co., Inc., GannettHoldings LLC, the other Guarantors party thereto, theLenders party thereto, Citibank, N.A., as the existingadministrative agent and collateral agent, and ApolloAdministrative Agency, LLC, as administrative agentand collateral agent. Incorporated by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K, filed October16, 2024. 16.1 Letter from Ernst & Young LLP to the Securities andExchange Commission dated March 13, 2023. Incorporated by reference to Exhibit 16.1 to theCompany's Current Report on Form 8-K, filed March13, 2023. 19.1 Gannett Co., Inc. Policy on Insider Trading, revised July1, 2024. Filed herewith. 21.1 List of subsidiaries. Filed herewith. 23.1 Consent of Ernst & Young LLP. Filed herewith. 23.2 Consent of Grant Thornton LLP. Filed herewith. 31.1 Certification of Principal Executive Officer pursuant toRule 13a-14(a)/15d-14(a) of the Securities Exchange Actof 1934. Filed herewith. 31.2 Certification of Principal Financial Officer pursuant toRule 13a-14(a)/15d-14(a) of the Securities Exchange Actof 1934. Filed herewith. 32.1 Section 1350 Certification of Principal ExecutiveOfficer. Furnished herewith. 32.2 Section 1350 Certification of Principal Financial Officer. Furnished herewith. 97.1 Gannett Co., Inc. Policy for the Recovery of ErroneouslyAwarded Compensation.* Incorporated by reference to Exhibit 97.1 to theCompany's Annual Report on Form 10-K, filedFebruary 22, 2024.