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Supplemental equity and other information
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Supplemental equity and other information
NOTE 10 — Supplemental equity and other information

Loss per share

The following table sets forth the information to compute basic and diluted loss per share:
Three months ended March 31,
In thousands, except per share data20252024
Net loss attributable to Gannett$(7,333)$(84,768)
Basic weighted average shares outstanding143,392 140,774 
Diluted weighted average shares outstanding143,392 140,774 
Loss per share attributable to Gannett - basic$(0.05)$(0.60)
Loss per share attributable to Gannett - diluted$(0.05)$(0.60)

The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive:
Three months ended March 31,
In thousands20252024
2027 Notes(a)
7,612 97,057 
2031 Notes(b)
44,745 — 
Restricted stock grants(c)
4,589 4,855 
Stock options5,416 6,068 
(a)Represents the total number of shares that would have been convertible for the three months ended March 31, 2025 and 2024 as stipulated in the 2027 Notes Indenture.
(b)Represents the total number of shares that would have been convertible for the three months ended March 31, 2025 as stipulated in the 2031 Notes Indenture.
(c)Includes restricted stock awards ("RSA"), restricted stock units ("RSU") and performance stock units ("PSU").

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 March 31, 2025 and the total number of shares issuable assuming the maximum increase in the conversion rate.

Share-based compensation

Share-based compensation expense was $2.9 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively, and is included in Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

The total compensation cost not yet recognized related to non-vested awards as of March 31, 2025 was $11.3 million, and is expected to be recognized over a weighted-average period of 2.0 years through April 2027.

Equity awards

There were approximately 13 thousand RSAs granted during the three months ended March 31, 2025.

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 March 31, 2025, there was approximately $13.5 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 three months ended March 31, 2025.

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 three months ended March 31, 2025, the Company did not repurchase any shares of Common Stock under the Stock Repurchase Program. As of March 31, 2025, 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:
Three months ended March 31, 2025Three months ended March 31, 2024
In thousandsPension and postretirement benefit plansForeign currency translation



TotalPension and postretirement benefit plansForeign currency translationTotal
Beginning balance$(54,953)$(1,211)$(56,164)$(64,344)$(1,197)$(65,541)
Other comprehensive (loss) income before reclassifications(2,732)7,274 4,542 770 (689)81 
Amounts reclassified from accumulated other comprehensive income(a)(b)
24 — 24 77 — 77 
Net current period other comprehensive (loss) income(2,708)7,274 4,566 847 (689)158 
Ending balance$(57,661)$6,063 $(51,598)$(63,497)$(1,886)$(65,383)
(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 $9 thousand and $35 thousand for the three months ended March 31, 2025 and 2024, respectively.