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Supplemental equity and other information | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Supplemental equity and other information | NOTE 12 — Supplemental equity and other information L oss per shar e The following table sets forth the information to compute basic and diluted loss per share:
| Year ended December 31,
In thousands, except per share data | 2024 |  | 2023 |  | 2022
Net loss attributable to Gannett | $(26,354) |  | $(27,791) |  | $(78,002)
Basic weighted average shares outstanding | 142,516 |  | 139,633 |  | 136,903
Diluted weighted average shares outstanding | 142,516 |  | 139,633 |  | 136,903
Loss per share attributable to Gannett - basic | $(0.18) |  | $(0.20) |  | $(0.57)
Loss per share attributable to Gannett - diluted | $(0.18) |  | $(0.20) |  | $(0.57)
The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:
| Year ended December 31,
In thousands | 2024 |  | 2023 |  | 2022
2027 Notes(a) | 7,612 |  | 97,057 |  | 97,057
2031 Notes(b) | 44,745 |  | — |  | —
Restricted stock grants(c) | 7,267 |  | 8,608 |  | 8,616
Stock options | 5,416 |  | 6,068 |  | 6,068
Warrants(d) | — |  | — |  | 845
(a)Represents the total number of shares that would have been convertible as of December 31, 2024 and 2023 as stipulated in the 2027 Notes Indenture. (b)Represents the total number of shares that would have been convertible as of December 31, 2024 as stipulated in the 2031 Notes Indenture. (c) Includes restricted stock awards ("RSA"), restricted stock units ("RSU") and performance stock units ("PSU"). (d)The warrants expired on November 26, 2023. The 2027 Notes and 2031 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 2027 Notes and 2031 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 22.5 million shares of Common Stock and 143.9 million shares of Common Stock, respectively. The Company has excluded from the loss per share calculation approximately 14.9 million shares related to the possible conversion of the 2027 Notes and 99.1 million shares related to the possible conversion of the 2031 Notes, representing the difference between the total number of shares that would be convertible at December 31, 2024 and the total number of shares issuable assuming the maximum increase in the conversion rate. Share-based compensation Share-based compensation expense was $12.5 million, $16.6 million, and $16.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is included in Selling, general and administrative expenses on the Consolidated statements of operations and comprehensive income (loss). Total compensation cost not yet recognized related to non-vested awards as of December 31, 2024 was $15.1 million, which is expected to be recognized over a weighted average period of approximately 2.1 years through January 2027. Equity awards On June 5, 2023, the Company's 2023 Stock Incentive Plan (the "2023 Incentive Plan") was approved by the Company's stockholders and became effective. The 2023 Incentive Plan replaced the Company's 2020 Omnibus Incentive Compensation Plan (the "2020 Incentive Plan"), which had replaced the Company's 2015 Omnibus Incentive Compensation Plan (the "2015 Incentive Plan"), such that no further awards were or will be granted pursuant to the 2020 Incentive Plan and the 2015 Incentive Plan. With respect to restricted stock awards ("RSAs"), if service terminates for certain specified conditions, all unvested shares of restricted stock may be forfeited. During the period prior to the lapse and removal of the vesting restrictions, a grantee of a RSA will have all the rights of a stockholder, including without limitation, the right to vote and the right to receive dividends or other distributions, if any. Any dividends or other distributions that are declared with respect to the shares of restricted stock will be paid at the time such shares vest. The value of the RSAs on the date of issuance is recognized in Selling, general, and administrative expenses over the vesting period with a corresponding increase to additional paid-in-capital. Beginning in 2023, RSAs granted generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company and the terms of the applicable award agreements. RSAs granted prior to 2023 vest 33.3% on the first and second anniversary of the date of grant, and 33.4% on the third anniversary of the date of grant, subject to the participants' continued employment with the Company and the terms of the applicable award agreement. The following table outlines RSA activity:
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
| Number of RSAs (In thousands) |  | Weighted- average grant date fair value |  | Number of RSAs (In thousands) |  | Weighted- average grant date fair value |  | Number of RSAs (In thousands) |  | Weighted- average grant date fair value
Unvested at beginning of year | 8,456 |  | $3.09 |  | 8,616 |  | $4.40 |  | 6,949 |  | $4.32
Granted | 272 |  | 4.04 |  | 5,171 |  | 1.87 |  | 7,427 |  | 4.29
Vested | (4,024) |  | 3.57 |  | (3,910) |  | 4.11 |  | (2,633) |  | 4.63
Forfeited | (543) |  | 3.01 |  | (1,421) |  | 3.68 |  | (3,127) |  | 3.75
Unvested at end of year | 4,161 |  | $2.71 |  | 8,456 |  | $3.09 |  | 8,616 |  | $4.40
As of December 31, 2024, the aggregate intrinsic value of unvested RSAs was $21.1 million. Restricted stock units ("RSUs") generally vest in equal annual installments over a three-year period subject to the participants' continued employment with the Company and the terms of the applicable award agreement, and we recognize compensation costs for these awards based on the fair market value of the award as of the grant date. Performance stock units ("PSUs") are subject to the achievement of certain performance goals over the eligible period and the terms of the applicable award agreement. 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. The following table outlines RSU and PSU activity:
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
| Number of RSUs & PSUs (In thousands) |  | Weighted- average grant date fair value |  | Number of RSUs & PSUs (In thousands) |  | Weighted- average grant date fair value |  | Number of RSUs & PSUs (In thousands) |  | Weighted- average grant date fair value
Unvested at beginning of year | 181 |  | $1.83 |  | 1,000 |  | $3.04 |  | 2,905 |  | $4.05
Granted(a) | 3,074 |  | 4.15 |  | 332 |  | 1.83 |  | 332 |  | 4.63
Vested | — |  | — |  | (152) |  | 3.04 |  | (1,905) |  | 4.58
Forfeited and canceled(b) | (141) |  | 2.44 |  | (999) |  | 2.85 |  | (332) |  | 4.63
Unvested at end of year | 3,114 |  | $4.10 |  | 181 |  | $1.83 |  | 1,000 |  | $3.04
(a) There were no RSUs granted during the years ended December 31, 2023 and 2022. (b) For the years ended December 31, 2024, 2023, and 2022, the Company canceled 15 thousand, 900 thousand, and 332 thousand, respectively, of PSUs and RSUs. As of December 31, 2024, the aggregate intrinsic value of unvested RSUs and PSUs was $15.8 million. Stock options As of December 31, 2024, FIG LLC, the former manager of the Company, held stock options exercisable for 5,416 thousand shares of Common Stock, all of which are exercisable and had a weighted-average grant date fair value, weighted- average exercise price and weighted-average remaining contrac tual term of $1.51, $14.45 and 3.6 years, 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 December 31, 2024, there was approximately $14.3 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 year ended December 31, 2024. Stock repurchase program On February 1, 2022, the Company's Board of Directors 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 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. Accumulated other comprehensive income (loss), net of tax The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax:
In thousands | Pension and postretirement benefit plans |  | Foreign currency translation |  | Total
Balance at December 31, 2021 | $50,870 |  | $9,128 |  | $59,998
Other comprehensive loss before reclassifications | (136,352) |  | (24,008) |  | (160,360)
Amounts reclassified from accumulated other comprehensive loss(a) (b) (c) | (869) |  | — |  | (869)
Current period other comprehensive loss | (137,221) |  | (24,008) |  | (161,229)
Balance at December 31, 2022 | $(86,351) |  | $(14,880) |  | $(101,231)
Other comprehensive income before reclassifications | 22,639 |  | 13,683 |  | 36,322
Amounts reclassified from accumulated other comprehensive income(a) (b) | (632) |  | — |  | (632)
Current period other comprehensive income | 22,007 |  | 13,683 |  | 35,690
Balance at December 31, 2023 | $(64,344) |  | $(1,197) |  | $(65,541)
Other comprehensive income (loss) before reclassifications | 8,981 |  | (14) |  | 8,967
Amounts reclassified from accumulated other comprehensive income (loss)(a) (b) | 410 |  | — |  | 410
Current period other comprehensive income (loss) | 9,391 |  | (14) |  | 9,377
Balance at December 31, 2024 | $(54,953) |  | $(1,211) |  | $(56,164)
(a)Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic benefit cost. See Note 9 — Pensions and other postretirement benefit plans. (b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of income tax provision of $0.1 million for the year ended December 31, 2024, and net of income tax benefits of $0.2 million, and $0.3 million for the years ended December 31, 2023 and 2022, respectively. (c) Amounts reclassified from accumulated other comprehensive income (loss) include a net pension settlement gain of $0.7 million ($0.5 million, net of tax) for the year ended December 31, 2022. See Note 9 — Pensions and other postretirement benefit plans.

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