[8-K] Gannett Co., Inc. Reports Material Event

Rhea-AI Filing Summary

On 31 Jul 2025 Gannett Co., Inc. (NYSE: GCI) filed a Form 8-K under Item 2.02. The filing simply furnishes—not files—the company’s second-quarter 2025 results press release, attached as Exhibit 99.1. No revenue, EPS, or guidance figures are disclosed within the 8-K itself. Management reiterates that the furnished information is exempt from Section 18 liability and will not be automatically incorporated into other SEC filings unless specifically referenced. Investors are directed to the Investor Relations and News & Events sections of www.gannett.com for complete financial details and future material updates. Exhibit 104 provides the Inline XBRL-tagged cover page.

Insights

Financial Analyst

TL;DR Routine 8-K alerts market to Q2-25 release; no metrics, neutral impact.

The document merely notifies investors that detailed second-quarter numbers are contained in a separate press release. Because it lacks quantitative data, trading implications are minimal. Timely disclosure signals good reporting discipline but offers no insight into revenue trends, cost structure, or digital subscription progress that typically drive GCI valuation.

Corporate Governance Expert

TL;DR Filing meets compliance; information furnished to limit liability.

Classifying the press release as “furnished” shields Gannett from Section 18 liabilities and limits incorporation into other SEC reports unless expressly cited—standard practice for earnings releases. The company also emphasizes web-based disclosure channels, consistent with SEC guidance on Reg FD. Governance posture appears sound; no red flags observed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 31, 2025

GANNETT CO., INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36097

38-3910250

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

175 Sully's Trail, Suite 203,

Pittsford,

New York

14534-4560

(Address of principal executive offices)

(Zip Code)

(585)

598-0030

Not Applicable

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

GCI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2025, Gannett Co., Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein.

Use of Website to Distribute Material Company Information

The Company's website is www.gannett.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Gannett Co., Inc. Earnings Press Release dated July 31, 2025

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Gannett Co., Inc.
Date: July 31, 2025			By:			/s/ Trisha Gosser
						Trisha Gosser
						Chief Financial Officer (principal financial officer)

FAQ

When did Gannett (GCI) file its latest Form 8-K?

The company filed the Form 8-K on July 31, 2025.

What event does the 8-K report?

It covers the release of Gannett’s Q2 2025 financial results under Item 2.02 (Results of Operations and Financial Condition).

Where can investors find the full Q2 2025 earnings numbers?

Detailed figures are in the press release attached as Exhibit 99.1 and posted on Gannett’s Investor Relations web pages.

Is the information in this 8-K considered "filed" with the SEC?

No. Gannett states the information is “furnished,” not filed, and is therefore not subject to Section 18 liability.

What exhibits accompany the filing?

Exhibit 99.1 is the earnings press release; Exhibit 104 is the Inline XBRL-tagged cover page.