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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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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) |
01/16/2026 (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 Sinclair, Inc. (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. 4 ("Amendment No. 4") further amends and supplements the Schedule 13D initially filed on November 17, 2025, as amended by Amendment No. 1 filed on November 19, 2025, as amended by Amendment No. 2 filed on November 24, 2025, and as amended by Amendment No. 3 filed on November 26, 2025. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is supplemented to include the following:
On January 16, 2026, the Reporting Person issued a press release in which it disclosed that it has continued to reinforce to the Issuer the Reporting Person's willingness to engage with the Issuer on a proposed combination, and the Issuer has refused to do so, instead stating the Issuer's preference to execute its standalone plan. A copy of the Reporting Person's press release is attached as Exhibit A to this Amendment No. 4.
A copy of the Reporting Person's letter to the Issuer dated December 22, 2025, is attached as Exhibit B to this Amendment No. 4, and a copy of Issuer's response dated January 9, 2026, is attached as Exhibit C to this Amendment No. 4. | ||
| Item 7. | Material to be Filed as Exhibits. | |
(1) Exhibit A
(2) Exhibit B
(3) Exhibit C | ||
| 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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