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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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The E.W. Scripps Company (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
811054402 (CUSIP Number) |
Narinder K. Sahai c/o Sinclair, Inc., 10706 Beaver Dam Road Hunt Valley, MD, 21030 410-568-1500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 811054402 |
| 1 |
Name of reporting person
Sinclair, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,625,401.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percent of class beneficially owned by the Reporting Person was calculated based on 76,869,408 shares of Class A Common Stock, par value $0.01 per share, outstanding as of September 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
The E.W. Scripps Company | |
| (c) | Address of Issuer's Principal Executive Offices:
312 WALNUT STREET, CINCINNATI,
OHIO
, 45202. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D initially filed on November 17, 2025 and is filed to report an increase in the beneficial ownership of shares of Class A common stock, $0.01 par value per share (the "Class A Common Stock"), of The E.W. Scripps Company (the "Issuer") held by Sinclair, Inc. (the "Reporting Person") and the transactions by the Reporting Person in the Class A Common Stock of the Issuer as set forth on Schedule A hereto. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of November 17, 2025, as reflected in this Amendment No. 1, the Reporting Person owned an aggregate of 7,625,401 shares of Class A Common Stock (the "Subject Shares"). The Subject Shares were acquired using surplus capital for aggregate consideration, including brokerage commissions, of approximately $21,208,263. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is the beneficial owner of 7,625,401 shares of Class A Common Stock of the Issuer, which represents approximately 9.9% of the outstanding Class A Common Stock of the Issuer. The percent of class beneficially owned by the Reporting Person was calculated based on 76,869,408 shares of Class A Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025. | |
| (b) | The Reporting Person has sole voting and sole dispositive power over an aggregate of 7,625,401 shares of Class A Common Stock of the Issuer. The Reporting Person's shares of Class A Common Stock currently represent approximately 9.9% of the voting power of Issuer's outstanding Class A Common Stock. | |
| (c) | During the 60 days prior to the filing of this Amendment No. 1, in addition to the transactions set forth on Schedule B to Schedule 13D initially filed on November 17, 2025, the Reporting Person effected the open market transactions in the Class A Common Stock of the Issuer as set forth on Schedule A hereto. | |
| Item 7. | Material to be Filed as Exhibits. | |
(1) Schedule A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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