A legal notice advertising the sale of Character.ai's assets ran in the national edition of USA Today on Monday, November 9, 2026, according to an affidavit of publication filed on November 10 in the US Bankruptcy Court for the District of Delaware. The notice, printed in small type in the lower right corner of page 6A, gives anyone who wants to object to the sale until 4 p.m. Eastern on November 18, nine days after it appeared, and bidders until noon on November 24. It never uses the name Character.ai, and it says nothing about the platform's users beyond a footnote stating that the assets Disney wants exclude personally identifiable information.
In Short
Character Technologies, the bankrupt company behind the Character.ai chatbot app, placed a court-ordered notice of its asset sale in USA Today on November 9, and a USA Today clerk's sworn statement confirming publication was filed with the court on November 10. The printed notice is one of the ways the court allowed the company to reach people it does not contact directly, yet it identifies the seller only as Character Technologies, Inc., gives no prices and does not mention users or their data apart from one footnote. Objections are due November 18, bids November 24, the auction is set for December 1 and the court will consider the sale on December 3 and 4.
What was filed
Docket No. 145 in case 26-11603 (BLS), In re Character Technologies, Inc., runs to three pages. The first is a caption page headed "Affidavit of Publication of the Notice of Proposed Sale of Assets, Stalking Horse Transaction Agreement, Bidding Procedures, Auction, and Sale Hearing in USA Today." It carries no signature block.
The second page, titled "Verification of Publication," holds the sworn statement. It is headed State of New York, County of New York, and reads in full: "Being duly sworn, Vanessa Salvo says that she is the principal clerk of USA TODAY, and is duly authorized by USA TODAY to make this affidavit, and is fully acquainted with the facts stated herein: on Monday, November 9, 2026, the following legal advertisement - CHARACTER TECHNOLOGIES, INC. was published in the national edition of USA TODAY." Salvo signed as "Principal Clerk of USA TODAY" and dated the page November 9, 2026, the day the notice ran.
The third page reproduces the newspaper page itself. That reproduction is the only place in the filing where the text of the notice appears.
Two details of the verification page are worth recording. The USA Today logo at the top still carries the line "A Gannett company," although the publisher now trades as USA TODAY Co.; when PPC Land reported that USA TODAY Co. cut $100 million in annual costs after search hit its ad sales, the company was described as having traded as Gannett until it adopted its current name. And while the statement says the clerk was "duly sworn," the page shows no notary stamp and no line naming who administered the oath.
Page 6A, news section
The filed page shows where readers would have met the notice. Page 6A of the Monday edition is a news page. Its lead story reports that California Governor Gavin Newsom commuted all of the state's death sentences. A report on the US measles resurgence runs across the middle, and an obituary of former West Virginia senator Jay Rockefeller fills the lower left. The notice sits in the lower right under a small "LEGAL NOTICE" label, in two dense columns of type. By PPC Land's measurement of the filed image, it spans a little under half the page's width and a little over a third of its height.
Publication was not optional. The bidding procedures order, in the version the company submitted on November 3, directs it to publish the sale notice in USA Today within seven business days of entry, as reported when the judge indicated the court would overrule 40 states' objections to Character.ai's Disney sale rules. The court entered the order on Wednesday, November 4, as Docket No. 106, a date the company confirmed in the filing PPC Land covered when Character.ai's sale contract omitted 40 attorneys general's user data conditions. Monday, November 9, was the third business day after entry, by PPC Land's count, inside the seven-day window.
The filing does not say what the company paid for the space. Nor does it say whether the notice also ran in any regional or digital edition.
The final text of a twice-revised notice
The printed version is the end point of a document PPC Land has followed through two drafts. The form attached to the October 13 sale motion said little about what Disney would receive. After objections from state attorneys general, the company filed a revision on October 30 that listed ten provisions of the proposed Disney sale order, with its dates in square brackets and a signature line reading "/s/ Draft," as reported when Character.ai rewrote its Disney sale notice after 39 states and DC objected.
The newspaper text fills those gaps. It is dated November 4, 2026, signed "/s/ Heather P. Lambert" for Wilson Sonsini Goodrich & Rosati, alongside Erin R. Fay and Shane M. Reil, and still describes the firm as "Proposed Counsel" to the company, which runs its business in Chapter 11 as debtor in possession. Its caption cites Docket Nos. 15, 17 and 106: the sale motion, the supporting declaration of the company's investment banker and the bidding procedures order.
The substance tracks the October 30 revision. According to the notice, the company "filed a voluntary petition for relief under chapter 11" on October 12, 2026, and "is seeking to sell, license or dispose of ... all or substantially all of its assets ... free and clear of all liens, claims, interests, and encumbrances to the fullest extent authorized by section 363 of the Bankruptcy Code." The court, it says, "has approved the Debtor's designation as a stalking horse agreement" of the Stalking Horse Transaction Agreement dated October 13, 2026, with Disney Worldwide Services, Inc., for "certain assets (the 'Disney Target Assets')." Disney's role as stalking horse sets the bid that rivals must beat.
The procedures, the notice adds, "also contain a process for designation of other Additional Stalking Horse Purchasers and related asset purchase agreements for Assets other than the Disney Target Assets." Copies of the motion, the order, the procedures and the Disney agreement "are available for download at https://cases.stretto.com/chartech," the case website run by the company's claims and noticing agent, Stretto, Inc. Counterparties to contracts that may be assumed and assigned in the sale are to receive a separate notice.
Ten Disney provisions, in print
If Disney is the winning bidder, the company will ask the court to enter the proposed Disney sale order filed as Docket No. 15-2. The printed notice lists its provisions in the same terms as the October 30 draft. They include approval of "a single, interrelated, and integrated transaction" made of the October 13 agreement, a transition services agreement dated September 18, 2026, and an Exclusivity and Prepayment Agreement of the same date; a finding that disinterested special committees of the board "led the strategic direction of the marketing process and all negotiations with Disney"; a finding that the company "conducted a robust and extensive marketing process"; a finding that Disney is not a successor, joint employer or "mere continuation" of the company; and an injunction against actions brought against Disney on any successor liability theory.
The two broadest provisions also appear unchanged. Disney and its affiliates, officers, employees and professionals would be exculpated "from any liability to any person or entity" arising from the transition services agreement, except for conduct a court finds to be "willful misconduct, bad faith, or gross negligence." And the company would release Disney, the employees Disney hired and related parties from claims arising "at any time from the beginning of time up to and through either the closing of the Sale to Disney or entry of the Proposed Disney Sale Order, whichever is later," including claims over the hiring of the company's staff, its wind-down and "the Licensed IP transferred pursuant to the Sale."
The notice adds that the Disney order, "including the provisions noted above (as applicable to a particular sale), may be modified for approval of the sale of the Debtor's Assets to non-Disney parties."
The calendar, counted from the newspaper
The dates in the printed notice match the schedule in the order submitted on November 3. Counted from Monday, November 9, the windows run as follows.
| Step | Date and time (ET) | Days after publication |
|---|---|---|
| Sale objection deadline | November 18, 2026, 4:00 p.m. | 9 |
| Bid deadline for any assets | November 24, 2026, 12:00 p.m. | 15 |
| Auction, in person or by videoconference | December 1, 2026, 10:00 a.m. | 22 |
| Sale hearing | December 3 and 4, 2026, 9:30 a.m. | 24 |
Day counts are PPC Land calculations.
Objections must be in writing, comply with the Bankruptcy Rules and the court's local rules, "set forth the specific basis" for the objection, and be filed with the clerk at 824 N. Market Street, 3rd Floor, Wilmington, Delaware. They must also be served on five sets of "Objection Notice Parties": the company's counsel at Wilson Sonsini, its investment banker, Disney's counsel at Skadden, Arps, Slate, Meagher & Flom (four lawyers are named), counsel to any official committee of unsecured creditors "appointed in the chapter 11 case," and the US Trustee for the District of Delaware, attention Linda Casey.
After the auction, a second, narrower round opens. Once a notice of the auction results is served, parties may raise a "Supplemental Sale Objection" at the sale hearing, but only on the conduct of the auction, the identity of a winning bidder that was not a stalking horse, changes to any stalking horse agreement and adequate assurance of future performance by such a bidder. Read together, the two rounds mean that objections to Disney's existing terms, including the release and the exculpation, fall in the November 18 round, unless those terms change at the auction.
The capital-letter warnings at the end of the notice reflect a change PPC Land reported when the further revised order dropped a clause treating silence as consent. A party that misses the deadline "MAY BE BARRED FROM OBJECTING TO THE SALE AND BEING HEARD AT THE SALE HEARING." The October 27 draft of the order said a missed deadline would "forever bar" objections and count as consent under section 363(f)(2); the version submitted on November 3 deleted that paragraph, though contract counterparties who stay silent are still deemed to consent to the assignment of their contracts. A bidder that fails to follow the procedures or the court's orders, the notice says, risks rejection of its bid and disqualification from the bidding.
One date in the case calendar is missing from the newspaper. Under the order submitted on November 3, the company can name an additional stalking horse until November 14, a Saturday, for assets outside Disney's license. The printed notice describes the process for such designations but gives no date for it.
What a newspaper reader would not learn
Read against the rest of the docket, the notice is notable for what it leaves out.
The brand is absent. The words "Character.ai," "chatbot," "app" and "artificial intelligence" do not appear. The seller is identified only as "Character Technologies, Inc.," with the last four digits of its taxpayer identification number, 8842, and a mailing address at "700 El Camino Real, Suite 120, P.O. Box 1152, Menlo Park, CA 94025." The closest the text comes to the consumer name is the case website's address, which ends in "chartech." A reader scanning the page for news about the chatbot service would find nothing to stop on.
There are no figures. The notice contains no dollar amount at all. It does not state Disney's $20 million price for a non-exclusive perpetual license, disclosed when Character.ai faced a wind-down as Disney's $20m bid licensed its IP, not the app, nor the $21.7 million floor a rival must clear and the $700,000 fee Disney would collect if outbid, which the company defended when Character.ai kept its $21.7m bid floor for Disney rivals despite 32 states. Bidders are referred to the documents on the case website.
Users are absent too. The notice does not mention the platform's users, their accounts or their conversations, minors, the state attorneys general who set nine conditions for any buyer in October, or the request by 39 states and the District of Columbia for a consumer privacy ombudsman. The only line touching personal data is footnote 3: "The Disney Target Assets exclude PII (as defined by section 101(41A) of the Bankruptcy Code)." It says nothing about assets outside Disney's license, which on the company's earlier descriptions include the app and its user base.
That silence matters because of how users are meant to hear about the sale. In its first-day motions, the company said it did not believe "its current and past platform users are creditors to whom notice must be provided," and that serving all of them, about 163 million, "even through email, would be cost-prohibitive," as reported when Character.ai said its 163 million users are not bankruptcy creditors. The order submitted on November 3 lets the company serve users without known claims by "posting such notice on its platform and website promptly following entry of this Order, and/or ... by electronic mail," and deems that method "adequate and proper." Docket No. 145 covers only the newspaper. It does not say whether the platform posting or any email has gone out.
Houlihan Lokey in print, Houlihan Capital on the docket
The notice settles, at least in public, on one name for the company's banker. Bidders are told to contact "the proposed investment banker to the Debtor, Houlihan Lokey, Attn: Daniel Cullins," at an hl.com email address, and Houlihan Lokey appears again among the parties who must be served with objections.
Yet one of the three filings the caption cites, Docket No. 17, is a declaration by Adam Dunayer, a managing director at "Houlihan Capital, Inc." The discrepancy has been on the record since the first week of the case: the board resolution attached to the petition names Houlihan Lokey, while the declaration supporting the sale motion names Houlihan Capital, as noted when Character.ai drew one unusable offer from 28 potential buyers. The notice does not address it. Both the banker and the law firm are still described as "proposed," and the notice does not say whether the court has approved their retention.
Why this matters for the marketing community
Character.ai is an advertising-funded consumer product. Its advertising revenue grew to about $2.5 million in August 2026, close to half of its monthly revenue, according to the chief executive's first-day declaration, which also showed the company losing $8m a month. The notice that now tells the public its assets are for sale was bought as print space in a national newspaper.
The medium has its own economics. USA TODAY Co. reported that print advertising fell 7.7% to $103.8 million in the third quarter of 2026. Legal notices such as this one are placements that a court order, not a media plan, puts in the paper. The filing gives no price for this one.
For anyone with a stake in the platform's data, the notice is a reminder of where the protections are not written. Bankruptcy sales of consumer businesses have become a channel through which data changes hands: in August 2026, Google won Spirit Airlines' bankruptcy auction for deidentified corporate data at $10 million. In this case, the states asked that any buyer of Character.ai's platform honor advertising opt-outs, limit secondary uses of chat data and give "all consumers the opportunity to delete their data prior to any sale of that data." None of that appears in the notice, in the form contract filed on November 5, or, on PPC Land's reading, in the bidding procedures order. If such terms arrive, they would have to come through objections filed by November 18, an ombudsman, or the sale order itself.
The company now has sworn proof that the notice ran. Whether a notice that never names the product reaches the people who use it is a question the court has not been asked to answer, and the window for raising it closes on November 18.
Timeline
- August 2026: Character.ai's advertising revenue reaches about $2.5 million a month while losses run at about $8 million
- August 14, 2026: Google is selected as winning bidder for Spirit Airlines' deidentified data at $10 million
- September 18, 2026: Character.ai and Disney sign the transition services agreement and the exclusivity and prepayment agreement
- October 12, 2026: Character Technologies files for Chapter 11 in Delaware; Disney's $20 million bid covers a license, not the app
- October 13, 2026: Stalking Horse Transaction Agreement with Disney dated; sale motion filed (Docket No. 15); the banker's declaration (Docket No. 17) reports one unusable offer from 28 potential buyers; the company says its 163 million users are not creditors
- October 14, 2026: 39 states and DC set nine conditions for any buyer
- October 27, 2026: The company keeps the $21.7 million floor and Disney's $700,000 fee
- October 30, 2026: Revised sale notice filed with ten Disney sale-order provisions
- November 3, 2026: Further revised bidding procedures order submitted, requiring publication in USA Today within seven business days of entry
- November 4, 2026: The court enters the bidding procedures order (Docket No. 106); the sale notice is dated and signed
- November 5, 2026: Form contract for assets outside Disney's license filed; USA TODAY Co. reports third-quarter print advertising down 7.7% to $103.8 million
- November 9, 2026: The notice runs on page 6A of USA Today's national edition; the principal clerk signs the verification
- November 10, 2026: Affidavit of publication filed (Docket No. 145)
- November 14, 2026: Deadline to name an additional stalking horse
- November 18, 2026, 4 p.m. ET: Sale objection deadline
- November 19, 2026: Meeting of creditors
- November 24, 2026, noon ET: Bid deadline
- December 1, 2026, 10 a.m. ET: Auction
- December 3 and 4, 2026, 9:30 a.m. ET: Sale hearing
Related PPC Land coverage
- Character.ai sale contract omits 40 attorneys general's user data conditions - the form contract for assets outside Disney's license and the November 4 entry of the bidding procedures order.
- Judge to overrule 40 states' objections to Character.ai's Disney sale rules - the revised calendar, the publication requirement and the user notice clause.
- Character.ai rewrites Disney sale notice after 39 states and DC object - the October 30 draft of the notice that ran in USA Today.
- Character.ai says its 163 million users are not bankruptcy creditors - why the company chose blog posts and in-app links over mail to reach users.
- Character.ai drew one unusable offer from 28 potential buyers - the banker's declaration and the Houlihan Lokey and Houlihan Capital naming discrepancy.
- Character.ai keeps $21.7m bid floor for Disney rivals despite 32 states - the bid protections the printed notice does not state.
- Character.ai faces 40 attorneys general over who can buy its users' chats - the nine conditions the states set for any buyer.
- Character.ai faces creditors under oath on November 19, a day before bids - the notice of commencement and the meeting of creditors.
- Disney pays $20m for Character.ai's IP and $180m for its staff - the September 18 agreements behind the release and exculpation terms.
- Character.ai faces wind-down as Disney's $20m bid licenses IP, not the app - the petition and what Disney's license covers.
- Character.ai loses $8m a month despite $2.5m in monthly ad sales - the chief executive's declaration and the platform's advertising revenue.
- Google wins bankrupt Spirit Airlines data for $10 million - a 2026 bankruptcy auction in which data was the asset.
- USA TODAY Co. cuts $100 million in annual costs after search hits ad sales - the newspaper publisher's third-quarter results, including print advertising.
Summary
Who: Character Technologies, Inc., the company behind Character.ai, in Chapter 11 in Delaware; its proposed counsel Wilson Sonsini Goodrich & Rosati and proposed investment banker Houlihan Lokey; Disney Worldwide Services, Inc., the stalking horse bidder; USA Today, whose principal clerk Vanessa Salvo signed the verification; and the creditors, bidders, users and state attorneys general the notice is meant to reach.
What: An affidavit of publication, Docket No. 145, confirming that the notice of the proposed sale, the Disney stalking horse agreement, the bidding procedures, the auction and the sale hearing ran as a legal advertisement in USA Today. The printed notice sets a November 18 objection deadline, a November 24 bid deadline, a December 1 auction and a December 3 and 4 sale hearing, and lists the releases and findings Disney would receive. It does not name Character.ai, state any price or mention users beyond a footnote excluding PII from Disney's assets.
When: The notice is dated November 4, 2026, the day the court entered the bidding procedures order. It was published on Monday, November 9, 2026, and the affidavit was filed on Tuesday, November 10, 2026.
Where: Page 6A of the national edition of USA Today, and the US Bankruptcy Court for the District of Delaware, case 26-11603 (BLS).
Why: The bidding procedures order requires publication in USA Today within seven business days of entry so that parties the company does not contact directly receive notice of the sale. The affidavit gives the company proof that the requirement was met, while the content of the notice shows how little of the case's user and data questions reached the printed page.
Discussion