SEC Form 10-Q filed by E.W. Scripps Company

11/7/25 12:51:59 PM ET

Broadcasting

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ssp-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


						For the transition period from to

Commission File Number 001-10701

THE E.W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)


Ohio		31-1223339
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

312 Walnut Street
Cincinnati,	Ohio	45202
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (513) 977-3000

Not applicable

(Former name, former address and former fiscal year, if changed since last report.)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	SSP	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of September 30, 2025, there were 76,869,408 of the registrant’s Class A Common shares, $0.01 par value per share, outstanding and 11,932,722 of the registrant’s Common Voting shares, $0.01 par value per share, outstanding.

Index to The E.W. Scripps Company Quarterly Report

on Form 10-Q for the Quarter Ended September 30, 2025


Item No.						Page

PART I - Financial Information

1. Financial Statements						3

2. Management's Discussion and Analysis of Financial Condition and Results of Operations						3

3. Quantitative and Qualitative Disclosures About Market Risk						3

4. Controls and Procedures						3

PART II - Other Information

1. Legal Proceedings						3

1A. Risk Factors						3

2. Unregistered Sales of Equity Securities and Use of Proceeds						3

3. Defaults Upon Senior Securities						3

4. Mine Safety Disclosures						3

5. Other Information						4

6. Exhibits						4

Signatures						5

PART I

As used in this Quarterly Report on Form 10-Q, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

Item 1. Financial Statements

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

Item 4. Controls and Procedures

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

PART II

Item 1. Legal Proceedings

We are involved in litigation and regulatory proceedings arising in the ordinary course of business, such as defamation actions and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the quarter ended September 30, 2025.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended September 30, 2025.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Director and Officer Trading Arrangements

None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) during the quarter ended September 30, 2025.

Item 6. Exhibits


Exhibit Number						Exhibit Description
10.01						Asset Purchase Agreement for the Sa le of T elevision S tations by and a mong Gray Local Media, Inc., Gray Television Licensee, LLC, Scripps Media, Inc. and ION Television License, LLC dated as of J uly 7, 2025
10.02						Asset Purchase Agreement for the S ale of T elevision S tations by and among Scripps Media, Inc., Scripps Broadcasting Holdings, LLC, ION Television License, LLC, Gray Local Media, Inc . and Gray Television Licensee, LLC, dated as of July 7, 2025
31(a)						Section 302 Certifications *
31(b)						Section 302 Certifications *
32(a)						Section 906 Certifications *
32(b)						Section 906 Certifications *
101						The Company's unaudited Condensed Consolidated Financial Statements and related Notes for the three and nine months ended September 30, 2025 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language). *
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *

* - Filed herewith

Signatures

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


	THE E.W. SCRIPPS COMPANY

Dated: November 7, 2025	By:	/s/ Daniel W. Perschke
		Daniel W. Perschke
		Senior Vice President, Controller
		(Principal Accounting Officer)

The E.W. Scripps Company

Index to Financial Information (Unaudited)


Item						Page

Condensed Consolidated Balance Sheets						F-2

Condensed Consolidated Statements of Operations						F-3

Condensed Consolidated Statements of Comprehensive Income (Loss)						F-4

Condensed Consolidated Statements of Cash Flows						F-5

Condensed Consolidated Statements of Equity						F-6

Notes to Condensed Consolidated Financial Statements						F-7

Management’s Discussion and Analysis of Financial Condition and Results of Operations						F-26

Quantitative and Qualitative Disclosures About Market Risk						F-36

Controls and Procedures						F-37

F-1

The E.W. Scripps Company

Condensed Consolidated Balance Sheets (Unaudited)


(in thousands, except share data)	As of September 30, 2025		As of December 31, 2024

Assets
Current assets:
Cash and cash equivalents	$	54,665	$	23,852

Accounts receivable (less allowances — $9,200 and $7,449)	561,521		568,193


Miscellaneous	51,668		37,970

Assets held for sale	36,938		—
Total current assets	704,792		630,015
Investments	15,306		8,884
Property and equipment	416,569		453,900
Operating lease right-of-use assets	100,957		90,136
Goodwill	1,953,482		1,968,574
Other intangible assets	1,558,237		1,635,488
Programming	311,050		402,459

Miscellaneous	29,195		9,119

Total Assets	$	5,089,588	$	5,198,575

Liabilities and Equity
Current liabilities:
Accounts payable	$	66,349	$	100,669
Unearned revenue	22,050		18,159
Current portion of long-term debt	8,854		15,612

Accrued liabilities:
Employee compensation and benefits	59,070		81,462
Accrued income taxes	33,287		33,179
Programming liability	153,433		140,502
Accrued interest	25,125		31,407
Miscellaneous	43,364		35,811
Other current liabilities	25,887		25,593


Total current liabilities	437,419		482,394
Long-term debt (less current portion)	2,636,738		2,560,560
Deferred income taxes	284,314		293,634
Operating lease liabilities	89,919		79,399
Other liabilities (less current portion)	380,750		464,574

Equity:
Preferred stock, $0.01 par — authorized: 25,000,000 shares; none outstanding	—		—
Preferred stock — Series A, $100,000 par; 6,000 shares issued and outstanding (redemption value of $733,753 at September 30, 2025 and $688,309 at December 31, 2024)	418,583		416,854
Common stock, $0.01 par:
Class A — authorized: 240,000,000 shares; issued and outstanding: 76,869,408 and 74,694,541 shares	769		747
Voting — authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares	119		119
Total preferred and common stock	419,471		417,720
Additional paid-in capital	1,464,555		1,451,604
Accumulated deficit	(548,380)		(476,004)
Accumulated other comprehensive loss, net of income taxes	(75,198)		(75,306)


Total equity	1,260,448		1,318,014
Total Liabilities and Equity	$	5,089,588	$	5,198,575

See notes to condensed consolidated financial statements.

F-2

The E.W. Scripps Company

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024

Operating Revenues:
Advertising	$	328,985	$	447,252	$	990,365	$	1,162,991
Distribution	188,267		191,772		572,595		593,931
Other	8,602		7,276		27,367		24,471
Total operating revenues	525,854		646,300		1,590,327		1,781,393
Operating Expenses:
Cost of revenues, excluding depreciation and amortization	311,313		317,486		942,155		973,126
Selling, general and administrative expenses, excluding depreciation and amortization	137,426		154,781		418,051		452,006

Restructuring costs	2,718		12,665		7,475		18,653
Depreciation	14,680		15,811		44,227		46,081
Amortization of intangible assets	22,528		23,050		68,639		69,936

Losses (gains), net on disposal of property and equipment	(434)		727		(31,922)		717
Total operating expenses	488,231		524,520		1,448,625		1,560,519
Operating income	37,623		121,780		141,702		220,874
Interest expense	(59,219)		(54,442)		(161,622)		(161,482)
Loss on extinguishment of debt	(7,622)		—		(10,594)		—
Other financing transaction costs	(6,466)		—		(44,537)		—
Defined benefit pension plan income (expense)	(338)		152		(1,013)		506


Miscellaneous, net	(1,165)		447		(2,692)		16,849
Income (loss) from operations before income taxes	(37,187)		67,937		(78,756)		76,747
Provision (benefit) for income taxes	(4,228)		20,161		(6,380)		25,916


Net income (loss)	(32,959)		47,776		(72,376)		50,831
Preferred stock dividends	(16,062)		(14,743)		(47,172)		(43,552)

Net income (loss) attributable to the shareholders of The E.W. Scripps Company	$	(49,021)	$	33,033	$	(119,548)	$	7,279




Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company	$	(0.55)	$	0.37	$	(1.36)	$	0.08



Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company	$	(0.55)	$	0.37	$	(1.36)	$	0.08

See notes to condensed consolidated financial statements.

F-3

The E.W. Scripps Company

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024

Net income (loss)	$	(32,959)	$	47,776	$	(72,376)	$	50,831
Changes in defined benefit pension plans, net of tax of $12, $10, $35 and $32	26		29		76		87
Other	10		5		32		15
Total comprehensive income (loss) attributable to preferred and common stockholders	$	(32,923)	$	47,810	$	(72,268)	$	50,933

See notes to condensed consolidated financial statements.

F-4

The E.W. Scripps Company

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
(in thousands)	2025		2024

Cash Flows from Operating Activities:
Net income (loss)	$	(72,376)	$	50,831


Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	112,866		116,017

Losses (gains), net on disposal of property and equipment	(31,922)		717
Loss on extinguishment of debt	10,594		—


Programming assets and liabilities	13,989		12,877
Restructuring impairment charges	1,397		—
Losses (gains) on sale of investments	(42)		(18,018)

Deferred income taxes	(9,355)		(14,171)
Stock and deferred compensation plans	15,469		16,574
Pension contributions, net of income/expense	(120)		(1,459)
Other changes in certain working capital accounts, net	(54,230)		38,903
Miscellaneous, net	21,699		10,118
Net cash provided by operating activities	7,969		212,389


Cash Flows from Investing Activities:



Additions to property and equipment	(32,689)		(58,858)
Purchase of investments	(6,943)		(1,684)

Proceeds from sale of property and equipment	41,122		758
Proceeds from sale of investments	42		18,108

Net cash provided by (used in) investing activities	1,532		(41,676)


Cash Flows from Financing Activities:
Net borrowings (payments) under revolving credit facility	—		(155,000)
Proceeds received from accounts receivable securitization facility	503,500		—
Payments on accounts receivable securitization facility	(143,700)		—
Proceeds from issuance of long-term debt	1,635,369		—

Payments on long-term debt	(1,899,307)		(11,709)

Payments of deferred financing costs	(63,260)		—
Payments of debt extinguishment costs	(6,670)		—




Tax payments related to shares withheld for vested stock and RSUs	(1,348)		(1,814)
Miscellaneous, net	(3,272)		(2,867)
Net cash provided by (used in) financing activities	21,312		(171,390)

Increase (decrease) in cash and cash equivalents	30,813		(677)
Cash and cash equivalents:
Beginning of year	23,852		35,319
End of period	$	54,665	$	34,642

Supplemental Cash Flow Disclosures
Interest paid	$	145,251	$	169,123
Income taxes paid	$	12,370	$	51,302
Non-cash investing information
Accrued capital expenditures	$	2,226	$	770

See notes to condensed consolidated financial statements.

F-5

The E.W. Scripps Company

Condensed Consolidated Statements of Equity (Unaudited)


Three Months Ended September 30, 2025 and 2024 (in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss) ("AOCI")		Total Equity

As of June 30, 2025	$	418,007	$	883	$	1,461,755	$	(515,421)	$	(75,234)	$	1,289,990
Comprehensive income (loss)	—		—		—		(32,959)		36		(32,923)

Preferred stock dividends, $576 of issuance costs accretion	576		—		(576)		—		—		—



Compensation plans: 468,998 net shares issued *	—		5		3,376		—		—		3,381
As of September 30, 2025	$	418,583	$	888	$	1,464,555	$	(548,380)	$	(75,198)	$	1,260,448

* Net of tax payments related to shares withheld for vested RSUs of $474 for the three months ended September 30, 2025.


As of June 30, 2024	$	415,702	$	861	$	1,446,231	$	(619,167)	$	(75,442)	$	1,168,185
Comprehensive income (loss)	—		—		—		47,776		34		47,810
Preferred stock dividends, $576 of issuance costs accretion	576		—		(576)		—		—		—


Compensation plans: 244,655 net shares issued *	—		3		3,220		—		—		3,223
As of September 30, 2024	$	416,278	$	864	$	1,448,875	$	(571,391)	$	(75,408)	$	1,219,218

* Net of tax payments related to shares withheld for vested RSUs of $29 for the three months ended September 30, 2024.


Nine Months Ended September 30, 2025 and 2024 (in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss) ("AOCI")		Total Equity

As of December 31, 2024	$	416,854	$	866	$	1,451,604	$	(476,004)	$	(75,306)	$	1,318,014
Comprehensive income (loss)	—		—		—		(72,376)		108		(72,268)



Preferred stock dividends, $1,729 of issuance costs accretion	1,729		—		(1,729)		—		—		—

Compensation plans: 2,174,867 net shares issued *	—		22		14,680		—		—		14,702
As of September 30, 2025	$	418,583	$	888	$	1,464,555	$	(548,380)	$	(75,198)	$	1,260,448

* Net of tax payments related to shares withheld for vested RSUs of $1,348 for the nine months ended September 30, 2025.


As of December 31, 2023	$	414,549	$	848	$	1,438,518	$	(622,222)	$	(75,510)	$	1,156,183
Comprehensive income (loss)	—		—		—		50,831		102		50,933



Preferred stock dividends, $1,729 of issuance costs accretion	1,729		—		(1,729)		—		—		—

Compensation plans: 1,585,900 net shares issued *	—		16		12,086		—		—		12,102
As of September 30, 2024	$	416,278	$	864	$	1,448,875	$	(571,391)	$	(75,408)	$	1,219,218

* Net of tax payments related to shares withheld for vested RSUs of $1,814 for the nine months ended September 30, 2024.

See notes to condensed consolidated financial statements.

F-6

The E.W. Scripps Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

As used in the Notes to Condensed Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2024 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.

Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year. Additionally, certain amounts in prior periods have been reclassified to conform to the current period's presentation.

Principles of Consolidation — The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.

Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content. Our media businesses are organized into the following reportable segments: Local Media, Scripps Networks and Other. Additional information for our segments is presented in Note 11. Segment Information.

Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.

While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.

Nature of Products and Services — The following is a description of principal activities from which we generate revenue.

Core Advertising — Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of

F-7

advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.

Political Advertising — Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups.

Distribution Revenues — We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber.

Refer to Note 11. Segment Information for further information, including revenue by significant product and service offering.

Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.

Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied.

Distribution — Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.

Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.

Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized.

Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. The allowance for doubtful accounts totaled $9.2 million at September 30, 2025 and $7.4 million at December 31, 2024.

We record unearned revenue when cash payments are received in advance of our performance, including amounts which are refundable. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $22.1 million at September 30, 2025 and substantially all is expected to be recognized within revenue or refunded over the next 12 months. Unearned revenue totaled $18.2 million at December 31, 2024. We recorded $9.5 million of revenue in the nine months ended September 30, 2025 that was included in unearned revenue at December 31, 2024.

Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Condensed Consolidated Balance Sheets.

F-8

Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

Share-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our 2024 Annual Report on Form 10-K. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.

Share-based compensation costs totaled $3.3 million and $2.8 million for the third quarter of 2025 and 2024, respectively. Year-to-date share-based compensation costs totaled $14.8 million and $12.4 million in 2025 and 2024, respectively.

Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as certain of our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and, therefore, exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.

The following table presents information about basic and diluted weighted-average shares outstanding:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024

Numerator (for basic and diluted earnings per share)
Net income (loss)	$	(32,959)	$	47,776	$	(72,376)	$	50,831

Less income allocated to RSUs	—		(1,223)		—		(280)
Less preferred stock dividends	(16,062)		(14,743)		(47,172)		(43,552)
Numerator for basic and diluted earnings per share	$	(49,021)	$	31,810	$	(119,548)	$	6,999
Denominator
Basic weighted-average shares outstanding	88,461		86,067		87,773		85,546


Effect of dilutive securities	—		—		—		—
Diluted weighted-average shares outstanding	88,461		86,067		87,773		85,546

The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date. As of September 30, 2025 and 2024, potential dilutive securities representing 7.9 million and 1.1 million shares, respectively, were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.

For the three and nine month periods ended September 30, 2025, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive. The September 30, 2025 diluted EPS calculations exclude the effect from 10.3 million of outstanding RSUs that were anti-dilutive. The September 30, 2025 and 2024 basic and dilutive EPS calculations also exclude the impact of the common stock warrant as the effect would be anti-dilutive.

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2. Recently Adopted and Issued Accounting Standards

Recently Issued Accounting Standards

In September 2025, the Financial Accounting Standards Board ("FASB") issued new guidance that amends certain aspects of the accounting and disclosure requirements for internal-use software costs. The amendments in the guidance remove all references to prescriptive and sequential software development stages, and also provide criteria for when an entity is required to start capitalizing software costs. The guidance is effective for our annual periods beginning in 2028 and interim periods within those annual reporting periods, with early adoption permitted. The guidance can be applied using a prospective transition, modified transition or retrospective transition approach. We are currently evaluating the potential impact that this new guidance will have on our Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued new guidance on disaggregation of income statement expenses. The guidance requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil-and gas-producing activities or other types of depletion expenses. Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements. The guidance does not change the expense captions an entity presents on the face of the income statement. The guidance also provides clarification regarding identifying relevant expense captions. Furthermore, certain other expenses and gains or losses that must be disclosed under existing U.S. GAAP, and that are recorded in a relevant expense caption, must be presented in the same tabular disclosure on an annual, and, when applicable, interim basis. In addition, the guidance requires entities to disclose selling expenses on an annual and interim basis. The guidance does not define selling expenses, rather, entities will make their own determination of the composition of selling expenses and disclose the definition on an annual basis. The guidance is effective for our annual periods beginning in 2027 and interim periods beginning in the first quarter of 2028, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our disclosures.

In December 2023, the FASB issued new guidance that modifies the rules on income tax disclosures. The guidance requires entities to disclose: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for our annual periods beginning in 2025, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact of this new guidance on our income tax disclosures.

Recently Adopted Accounting Standards

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted this guidance starting with our annual period beginning in fiscal year 2024 and adopted for interim periods beginning in the first quarter of 2025. The guidance is applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods are based on the significant segment expense categories identified and disclosed in the period of adoption. Refer to Note 11. Segment Information for the enhanced disclosures.

3. Restructuring Costs and Other Transactions

Restructuring and Reorganization

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. The strategic reorganization, which was substantially completed by the end of the 2024 second quarter, created a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office. We have continued to identify efficiency opportunities within the functional departments of our organization, which has resulted in additional restructuring charges since the end of 2024 second quarter.

On September 27, 2024, we announced plans to significantly reduce Scripps News' national network programming

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beginning in the fourth quarter of 2024. As of November 15, 2024, Scripps News was no longer broadcast over the air, although it remained on streaming and digital platforms with weekday live coverage from the field. These restructuring activities resulted in the elimination of more than 200 jobs during 2024.

Restructuring costs in the third quarter of 2025 and 2024 totaled $2.7 million and $12.7 million, respectively. Year-to-date restructuring costs totaled $7.5 million and $18.7 million in 2025 and 2024, respectively. Restructuring costs in 2025 included severance charges of $4.2 million and operating lease exit costs of $2.1 million. Remaining restructuring costs in 2025 included outside consulting fees associated with the strategic reorganization efforts. In the third quarter of 2024, we incurred $10.9 million in severance charges related to the significant reduction of Scripps News' national news programming. Remaining restructuring costs in 2024 included severance charges and outside consulting fees associated with the strategic reorganization efforts.


Nine Months Ended September 30, 2025 and 2024 (in thousands)	Severance and Employee Benefits		Other Restructuring Charges		Total

Liability as of December 31, 2024	$	9,653	$	—	$	9,653
Net charges	4,236		3,239		7,475
Payments	(13,681)		(240)		(13,921)
Non-cash (a)	(208)		(1,397)		(1,605)
Liability as of September 30, 2025	$	—	$	1,602	$	1,602


Liability as of December 31, 2023	$	6,735	$	1,430	$	8,165
Net charges	17,553		1,100		18,653
Payments	(11,554)		(1,698)		(13,252)
Non-cash (a)	—		—		—
Liability as of September 30, 2024	$	12,734	$	832	$	13,566

(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.

Other Transactions

On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. This gain was included in Miscellaneous, net for the nine months ended September 30, 2024.

4. Income Taxes

We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies.

The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed.

The effective income tax rate for the nine months ended September 30, 2025 and 2024 was 8.1% and 34%, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($2.3 million expense in 2025 and $3.9 million expense in 2024), state deferred rate changes ($2.7 million expense in 2025 and $2.1 million expense in 2024) and state NOL valuation allowance changes.

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We recognize state NOL carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.

On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We currently expect a beneficial cash flow impact in the near term due to accelerated tax deductions resulting from these key elements of the Act, but no material impact to our effective tax rate.

5. Leases

We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have lease terms of 1 year to 33 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 totaled $6.1 million and $5.4 million, respectively, including short-term lease costs of $1.6 million and $1.2 million, respectively. Year-to-date September 30, 2025 and 2024 operating lease costs totaled $17.6 million and $17.2 million, respectively, including short-term lease costs of $5.0 million and $3.9 million, respectively. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for both the three months ended September 30, 2025 and 2024 and $0.6 million for both the nine months ended September 30, 2025 and 2024. Interest expense on the finance leases liability totaled $0.6 million and $0.5 million for the three months ended September 30, 2025 and 2024. Interest expense on the finance leases liability totaled $1.7 million and $1.6 million for the nine months ended September 30, 2025 and 2024.

Other information related to our leases was as follows:


(in thousands, except lease term and discount rate)	As of September 30, 2025			As of December 31, 2024

Balance Sheet Information
Operating Leases
Right-of-use assets	$	100,957		$	90,136
Other current liabilities	19,881			18,087
Operating lease liabilities	89,919			79,399
Finance Leases
Property and equipment, at cost	28,321			28,321
Accumulated depreciation	(2,255)			(1,658)
Property and equipment, net	26,066			26,663

Other liabilities	31,355			31,021
Weighted Average Remaining Lease Term
Operating leases	10.12 years			7.37 years
Finance leases	32.75 years			33.50 years
Weighted Average Discount Rate
Operating leases	5.75		%	5.01		%
Finance leases	7.10		%	7.10		%

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	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024

Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	5,863	$	5,243	$	16,975	$	16,435
Operating cash flows from finance leases	450		438		1,326		864
Financing cash flows from finance leases	—		—		—		—
Right-of-use assets obtained in exchange for operating lease obligations	17,992		2,764		30,090		12,859
Right-of-use assets obtained in exchange for finance lease obligations	—		—		—		—

Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:


(in thousands)	Operating Leases		Finance Leases

Remainder of 2025	$	7,524	$	450
2026	24,225		1,824
2027	21,526		1,875
2028	16,291		1,926
2029	13,910		1,979
Thereafter	71,000		88,145
Total future minimum lease payments	154,476		96,199
Less: Imputed interest	(44,676)		(64,844)
Total	$	109,800	$	31,355

6. Goodwill and Other Intangible Assets

Goodwill consisted of the following:


(in thousands)	Local Media		Scripps Networks		Other		Total

Gross balance as of December 31, 2024	$	1,122,408	$	2,028,890	$	7,190	$	3,158,488
Accumulated impairment losses	(216,914)		(973,000)		—		(1,189,914)
Net balance as of December 31, 2024	$	905,494	$	1,055,890	$	7,190	$	1,968,574

Gross balance as of September 30, 2025	$	1,103,701	$	2,028,890	$	7,190	$	3,139,781
Accumulated impairment losses	(213,299)		(973,000)		—		(1,186,299)
Net balance as of September 30, 2025	$	890,402	$	1,055,890	$	7,190	$	1,953,482

F-13

Other intangible assets consisted of the following:


(in thousands)	As of September 30, 2025		As of December 31, 2024

Amortizable intangible assets:
Carrying amount:
Television affiliation relationships	$	1,045,744	$	1,060,244
Customer lists and advertiser relationships	219,597		220,997
Other	139,528		137,997
Total carrying amount	1,404,869		1,419,238
Accumulated amortization:
Television affiliation relationships	(363,174)		(330,233)
Customer lists and advertiser relationships	(171,757)		(156,310)
Other	(87,916)		(76,622)
Total accumulated amortization	(622,847)		(563,165)
Net amortizable intangible assets	782,022		856,073
Indefinite-lived intangible assets — FCC licenses	776,215		779,415
Total other intangible assets	$	1,558,237	$	1,635,488

Estimated amortization expense of intangible assets for each of the next five years is $22.4 million for the remainder of 2025, $85.9 million in 2026, $82.8 million in 2027, $61.4 million in 2028, $61.2 million in 2029, $61.2 million in 2030 and $407.1 million in later years.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible asset, is below its carrying value. Such events or changes in circumstances include, but are not limited to, changes in business climate, sustained declines in the price of our stock, or other factors resulting in lower cash flow related to such assets. The reporting unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans (inputs of which are categorized as Level 3 under the fair value hierarchy). Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values.

Our fourth quarter 2024 annual goodwill impairment test indicated that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that the fair value of our Scripps Networks reporting unit exceeded its carrying value by 1.3%. Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value. While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods. For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $110 million.

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7. Long-Term Debt

Long-term debt consisted of the following:


(in thousands)	As of September 30, 2025		As of December 31, 2024

Accounts receivable securitization facility	$	359,800	$	—
Revolving credit facilities	—		—
Senior secured notes, due in January 2029	523,356		523,356

Senior secured notes, due in August 2030	750,000		—
Senior unsecured notes, due in July 2027	—		425,667
Senior unsecured notes, due in January 2031	392,071		392,071

Term loan, due in June 2028	337,489		—
Term loan, due in November 2029	338,453		—
Term loan, due in May 2026	—		721,213
Term loan, due in January 2028	—		543,000

Total outstanding principal	2,701,169		2,605,307
Less: Debt issuance costs and issuance discounts	(55,577)		(29,135)
Less: Current portion	(8,854)		(15,612)
Net carrying value of long-term debt	$	2,636,738	$	2,560,560
Fair value of long-term debt *	$	2,459,950	$	2,112,999

* The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

On April 10, 2025, we completed a series of previously announced refinancing transactions. On August 6, 2025, we issued new senior secured second lien notes and used the proceeds to pay off or paydown other outstanding debt balances. In connection with these refinancing transactions, we incurred $44.5 million of non-capitalized transaction costs that are reflected in the caption "Other financing transaction costs" in our Condensed Consolidated Statements of Operations. Following completion of these transactions, our long-term debt is summarized below.

Accounts Receivable Securitization Facility

On April 10, 2025, we entered into a new three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $450 million. Under the securitization facility, we sell eligible accounts receivable balances to our wholly owned special purpose entities, Scripps SPV Midco, LLC and Scripps SPV, LLC (the “Accounts Receivable Securitization Special Purpose Subsidiaries”). The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of Scripps and use the accounts receivable balances to collateralize loans obtained from financial institutions. The facility is subject to interest charges, at the one-month term secured overnight financing rate ("SOFR"), subject to a 1.00% floor with a blended spread of 3.46% based on customary assumptions. We recognized approximately $6.0 million of deferred financing costs related to the securitization facility. The securitization facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statements of Cash Flows. Scripps retains the responsibility of servicing the accounts receivable balances pledged as collateral for the securitization facility and also provides a performance guaranty. The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility. As of September 30, 2025, the maximum availability allowed and amount outstanding under the securitization facility was $360 million. The interest rate for the securitization facility was 7.60% as of September 30, 2025.

Scripps Senior Secured Credit Agreement

On April 10, 2025, we replaced our $585 million revolving credit facility with a new revolving facility with aggregate commitments of up to $208 million due July 2027 and a new non-extended revolving credit facility with aggregate commitments of up to $70.0 million due January 2026. The previous revolving credit facility was due to mature on January 7, 2026. Commitment fees of 0.30% to 0.50% per annum, based on our leverage ratio, of the total unused commitment are payable under the revolving credit facility. For the new $208 million revolving credit facility, interest is payable at a rate based on SOFR, plus a margin of 5.50%. For the new non-extended revolving credit facility, interest is payable at a rate based on SOFR, plus a margin based on our leverage ratio, ranging from 1.75% to 2.75%. We recognized approximately $19.6 million of deferred financing costs related to the new revolving credit facilities. As of September 30, 2025, we had no borrowings under our revolving credit facilities. The weighted-average interest rate during the periods in which we had a drawn revolver balance was 7.58% and 8.17% for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we had outstanding letters of credit totaling $8.9 million and $6.9 million, respectively, under our revolving credit facilities.

With the April 10, 2025 refinancing transactions, we issued a new $545 million tranche B-2 term loan ("June 2028 term loan") that matures in June 2028. Interest is currently payable on the June 2028 term loan at a rate based on SOFR, plus a margin of 5.75%. The June 2028 term loan requires annual principal payments of $5.5 million. Deferred financing costs and original issuance discount totaled approximately $14.3 million with this term loan, which are being amortized over the life of the loan. As of September 30, 2025, the interest rate on the June 2028 term loan was 10.01%. For the period of April 10, 2025 through September 30, 2025, the weighted-average interest rate on the June 2028 term loan was 10.18%. In connection with the August 6, 2025 issuance of new senior secured second lien notes, we pre-paid $205 million aggregate principal amount of the June 2028 term loan at a price equal to 102% of the principal amount outstanding. With this partial paydown of the June 2028 term loan, we wrote-off $0.6 million of deferred financing costs to interest expense and also incurred a $5.4 million loss on the extinguishment of debt.

On April 10, 2025, we also issued a new $340 million tranche B-3 term loan ("November 2029 term loan") that matures in November 2029. Interest is currently payable on the November 2029 term loan at a rate based on SOFR, plus a margin of 3.35%. The November 2029 term loan requires annual principal payments of $3.4 million. Deferred financing costs and original issuance discount totaled approximately $8.9 million with this term loan, which are being amortized over the life of the loan. As of September 30, 2025, the interest rate on the November 2029 term loan was 7.61%. For the period of April 10, 2025 through September 30, 2025, the weighted-average interest rate on the November 2029 term loan was 7.78%.

With the resulting debt proceeds generated from the April 10, 2025 refinancing transactions, we paid off the remaining $719 million balance for our term loan that was due to mature in May 2026 and paid off the remaining $541 million balance for our term loan that was due to mature in January 2028. In connection with the retirement of these term loans, we wrote-off $5.6 million of deferred financing costs to interest expense and also incurred a $3.0 million loss on the extinguishment of debt.

The weighted-average interest rate on the May 2026 term loan was 7.01% for the period of January 1, 2025 through April 10, 2025, and 7.98% for the nine months ended September 30, 2024. The weighted-average interest rate on the January 2028 term loan was 7.44% for the period of January 1, 2025 through April 10, 2025, and 8.42% for the nine months ended September 30, 2024.

The credit agreement contains covenants that, among other things, limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property, including cash and equipment. The credit agreement also contains covenants to comply with a maximum first lien net leverage ratio. For the new revolving credit facility, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. For the non-extended revolving credit facility, we must comply with a maximum first lien net leverage ratio of 4.75 to 1.0 through September 30, 2025, at which point it stepped down to 4.50 times for the fiscal quarter ending December 31, 2025, and thereafter. As of September 30, 2025, we were in compliance with our financial covenants.

2029 Senior Secured Notes

On December 30, 2020, we issued $550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875% per annum and mature on January 15, 2029. The 2029 Senior Notes were priced at 100% of par value and

interest is payable semi-annually on January 15 and July 15. Prior to January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes.

2030 Senior Secured Notes

On August 6, 2025, we issued $750 million of senior secured second lien notes (the "2030 Senior Notes"), which bear interest at a rate of 9.875% per annum and mature on August 15, 2030. The 2030 Senior Notes were priced at 99.509% of par value and interest is payable semi-annually on August 15 and February 15. We may redeem some or all of the 2030 Senior Notes before August 15, 2027 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On and after August 15, 2027, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. The 2030 Senior Notes are guaranteed on a senior secured second lien basis by substantially all of our domestic subsidiaries and each existing and future material, wholly-owned domestic subsidiary, subject to certain exceptions (including with respect to permitted securitization facility related entities). The 2030 Senior Notes and the related guarantees are secured by a second priority lien on substantially all of the assets of the Company and the guarantors, subject to permitted liens and certain other exceptions. The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to incur certain additional debt, incur certain liens securing debt, pay certain dividends or make other restricted payments, make certain investments, make certain asset sales and enter into certain transactions with affiliates. The 2030 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $27.8 million of deferred financing costs in connection with the issuance of the 2030 Senior Notes, which are being amortized over the life of the notes.

2027 Senior Unsecured Notes

On July 26, 2019, we issued $500 million of senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100% of par value and interest is payable semi-annually on July 15 and January 15. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

With the debt proceeds from the August 6, 2025 issuance of the 2030 Senior Notes, we redeemed the $426 million outstanding principal amount of the 2027 Senior Notes at a weighted-average redemption price equal to 100% of the aggregate principal amount outstanding, plus accrued and unpaid interest. The redemption resulted in the write-off of $0.8 million of deferred financing costs to interest expense and a loss on extinguishment of debt of $2.2 million.

2031 Senior Unsecured Notes

On December 30, 2020, we issued $500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375% per annum and mature on January 15, 2031. The 2031 Senior Notes were priced at 100% of par value and interest is payable semi-annually on January 15 and July 15. We may redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes.

Debt Repurchase Authorization

In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

8. Other Liabilities

Other liabilities consisted of the following:


(in thousands)	As of September 30, 2025		As of December 31, 2024

Employee compensation and benefits	$	31,093	$	28,996
Deferred FCC repack income	34,636		37,733
Programming liability	166,021		248,634
Liability for pension benefits	70,984		71,211
Liabilities for uncertain tax positions	34,007		32,515
Finance leases	31,355		31,021
Other	12,654		14,464
Other liabilities (less current portion)	$	380,750	$	464,574

F-15

9. Supplemental Cash Flow Information

The following table presents additional information about the change in certain working capital accounts:


	Nine Months Ended September 30,
(in thousands)	2025		2024

Accounts receivable	$	6,672	$	58,804
Other current assets	(13,698)		(12,898)
Accounts payable	(27,157)		(15,576)
Unearned revenue	3,891		18,098
Accrued employee compensation and benefits	(20,621)		12,363
Accrued income taxes	108		(4,564)
Accrued interest	(6,282)		(16,909)
Other accrued liabilities	3,119		110
Other, net	(262)		(525)
Total	$	(54,230)	$	38,903

10. Employee Benefit Plans

We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs.

We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan.

Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans.

The components of the employee benefit plan expense consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024


Interest cost	$	5,650	$	5,628	$	16,948	$	16,833
Expected return on plan assets, net of expenses	(5,558)		(6,018)		(16,675)		(18,054)

Amortization of actuarial loss and prior service cost	4		5		13		14

Total for defined benefit pension plan	96		(385)		286		(1,207)

SERPs	242		233		727		701
Defined contribution plan	3,586		3,845		11,967		12,786
Net periodic benefit cost	$	3,924	$	3,693	$	12,980	$	12,280

We contributed $1.0 million to fund current benefit payments for our SERPs during the nine months ended September 30, 2025. During the remainder of 2025, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2025.

F-16

11. Segment Information

We determine our operating segments based upon our management and internal reporting structure, as well as the basis that our chief operating decision maker makes resource-allocation decisions.

Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 11 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The Scripps Networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and/or digital distribution. These operations earn revenue primarily through the sale of advertising.

Our segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. The intercompany carriage fee revenue earned by our local broadcast television stations is equal to the carriage fee expense incurred by our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.

The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.

Our President and Chief Executive Officer is the Company's chief operating decision maker. He evaluates the monthly operating performance of our segments, including budget-to-actual variances, and makes decisions about the allocation of resources to our segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.

F-17

Information regarding our segments is as follows:


	Three Months Ended September 30, 2025
(in thousands)	Local Media		Scripps Networks		Total

Revenues from external customers	$	320,636	$	200,956	$	521,592
Intersegment revenues	4,820		—		4,820
Reportable segments revenues	325,456		200,956		526,412
Other revenues(a)					4,262
Intersegment eliminations					(4,820)
Total consolidated operating revenues					$	525,854
Less:(b)
Employee compensation and benefits	105,115		22,120
Programming(c)	124,659		86,858
Other segment items(d)	42,881		38,679
Segment profit for reportable segments	52,801		53,299		$	106,100
Other segment profit (loss)(a)					(7,598)
Shared services and corporate					(21,387)
Restructuring costs					(2,718)
Depreciation and amortization of intangible assets					(37,208)

Gains (losses), net on disposal of property and equipment					434
Interest expense					(59,219)
Loss on extinguishment of debt					(7,622)
Other financing transaction costs					(6,466)
Defined benefit pension plan income (expense)					(338)
Miscellaneous, net					(1,165)
Income (loss) from operations before income taxes					$	(37,187)

(a) Reflects revenues and profit (loss) from operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments.

(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(c) Programming includes the cost of national television network programming, carriage agreements with local television broadcasters, programming produced by us or for us by independent production companies, rights acquired under multi-year sports programming agreements and programs licensed under agreements with independent producers.

(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.

F-18


	Three Months Ended September 30, 2024
(in thousands)	Local Media		Scripps Networks		Total

Revenues from external customers	$	440,785	$	201,672	$	642,457
Intersegment revenues	4,768		—		4,768
Reportable segments revenues	445,553		201,672		647,225
Other revenues(a)					3,843
Intersegment eliminations					(4,768)
Total consolidated operating revenues					$	646,300
Less:(b)
Employee compensation and benefits	111,767		31,364
Programming(c)	124,747		87,693
Other segment items(d)	48,354		40,554
Segment profit for reportable segments	160,685		42,061		$	202,746
Other segment profit (loss)(a)					(7,744)
Shared services and corporate					(20,969)
Restructuring costs					(12,665)
Depreciation and amortization of intangible assets					(38,861)

Gains (losses), net on disposal of property and equipment					(727)
Interest expense					(54,442)
Defined benefit pension plan income (expense)					152
Miscellaneous, net					447
Income (loss) from operations before income taxes					$	67,937

(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.

F-19


	Nine Months Ended September 30, 2025
(in thousands)	Local Media		Scripps Networks		Total

Revenues from external customers	$	971,414	$	604,728	$	1,576,142
Intersegment revenues	14,197		—		14,197
Reportable segments revenues	985,611		604,728		1,590,339
Other revenues(a)					14,185
Intersegment eliminations					(14,197)
Total consolidated operating revenues					$	1,590,327
Less:(b)
Employee compensation and benefits	314,599		64,949
Programming(c)	393,509		252,105
Other segment items(d)	133,962		114,334
Segment profit for reportable segments	143,541		173,340		$	316,881
Other segment profit (loss)(a)					(20,982)
Shared services and corporate					(65,778)
Restructuring costs					(7,475)
Depreciation and amortization of intangible assets					(112,866)

Gains (losses), net on disposal of property and equipment					31,922
Interest expense					(161,622)
Loss on extinguishment of debt					(10,594)
Other financing transaction costs					(44,537)
Defined benefit pension plan income (expense)					(1,013)
Miscellaneous, net					(2,692)
Income (loss) from operations before income taxes					$	(78,756)

(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.

F-20


	Nine Months Ended September 30, 2024
(in thousands)	Local Media		Scripps Networks		Total

Revenues from external customers	$	1,149,021	$	619,670	$	1,768,691
Intersegment revenues	14,294		—		14,294
Reportable segments revenues	1,163,315		619,670		1,782,985
Other revenues(a)					12,702
Intersegment eliminations					(14,294)
Total consolidated operating revenues					$	1,781,393
Less:(b)
Employee compensation and benefits	324,062		91,126
Programming(c)	378,603		275,329
Other segment items(d)	146,279		123,753
Segment profit for reportable segments	314,371		129,462		$	443,833
Other segment profit (loss)(a)					(23,377)
Shared services and corporate					(64,195)
Restructuring costs					(18,653)
Depreciation and amortization of intangible assets					(116,017)

Gains (losses), net on disposal of property and equipment					(717)
Interest expense					(161,482)
Defined benefit pension plan income (expense)					506
Miscellaneous, net					16,849
Income (loss) from operations before income taxes					$	76,747

(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.

F-21

Other segment disclosures are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024

Depreciation:
Local Media	$	9,290	$	10,842	$	28,211	$	31,028
Scripps Networks	4,971		4,698		14,767		14,242
Total depreciation for reportable segments	14,261		15,540		42,978		45,270
Other	53		56		151		186
Shared services and corporate	366		215		1,098		625
Total depreciation	$	14,680	$	15,811	$	44,227	$	46,081
Amortization of intangible assets:
Local Media	$	8,075	$	8,550	$	24,756	$	26,211
Scripps Networks	12,977		12,838		38,930		38,791
Total amortization of intangible assets for reportable segments	21,052		21,388		63,686		65,002
Other	171		450		692		1,346
Shared services and corporate	1,305		1,212		4,261		3,588
Total amortization of intangible assets	$	22,528	$	23,050	$	68,639	$	69,936
Additions to property and equipment:
Local Media	$	12,746	$	7,474	$	24,917	$	40,878
Scripps Networks	2,017		4,393		3,938		10,847
Total additions to property and equipment for reportable segments	14,763		11,867		28,855		51,725
Other	—		175		—		902
Shared services and corporate	305		1,409		709		1,870
Total additions to property and equipment	$	15,068	$	13,451	$	29,564	$	54,497

A disaggregation of the principal activities from which we generate revenue is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024

Operating revenues:
Core advertising	$	323,436	$	315,849	$	978,450	$	986,141
Political	5,549		131,403		11,915		176,850
Distribution	188,267		191,772		572,595		593,931
Other	8,602		7,276		27,367		24,471
Total operating revenues	$	525,854	$	646,300	$	1,590,327	$	1,781,393

F-22

Total assets by segment were as follows :


(in thousands)	As of September 30, 2025		As of December 31, 2024

Assets:
Local Media	$	2,293,883	$	2,323,964
Scripps Networks	2,618,654		2,753,971
Total assets by reportable segments	4,912,537		5,077,935
Other(a)	32,268		34,800
Shared services and corporate	144,783		85,840


Total assets	$	5,089,588	$	5,198,575

(a) Reflects assets of operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units.

12. Capital Stock

Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.

On January 7, 2021, we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods that the preferred shares are outstanding.

We did not declare or provide payment for the preferred stock dividend in any of the three quarters of 2025 or any of the 2024 quarters. At September 30, 2025, aggregated undeclared and unpaid cumulative dividends totaled $101 million and the redemption value of the preferred stock totaled $734 million.

Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. The warrant is exercisable at the holder's option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding.

F-23

13. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:


	Three Months Ended September 30, 2025
(in thousands)	Defined Benefit Pension Items		Other		Total

Beginning balance, June 30, 2025	$	(74,907)	$	(327)	$	(75,234)
Other comprehensive income (loss) before reclassifications	—		—		—
Amounts reclassified from AOCI, net of tax of $12(a)	26		10		36
Net current-period other comprehensive income (loss)	26		10		36
Ending balance, September 30, 2025	$	(74,881)	$	(317)	$	(75,198)


	Three Months Ended September 30, 2024
(in thousands)	Defined Benefit Pension Items		Other		Total

Beginning balance, June 30, 2024	$	(75,189)	$	(253)	$	(75,442)
Other comprehensive income (loss) before reclassifications	—		—		—
Amounts reclassified from AOCI, net of tax of $10 (a)	29		5		34
Net current-period other comprehensive income (loss)	29		5		34
Ending balance, September 30, 2024	$	(75,160)	$	(248)	$	(75,408)


	Nine Months Ended September 30, 2025
(in thousands)	Defined Benefit Pension Items		Other		Total

Beginning balance, December 31, 2024	$	(74,957)	$	(349)	$	(75,306)
Other comprehensive income (loss) before reclassifications	—		—		—
Amounts reclassified from AOCI, net of tax of $35(a)	76		32		108

Net current-period other comprehensive income (loss)	76		32		108
Ending balance, September 30, 2025	$	(74,881)	$	(317)	$	(75,198)


	Nine Months Ended September 30, 2024
(in thousands)	Defined Benefit Pension Items		Other		Total

Beginning balance, December 31, 2023	$	(75,247)	$	(263)	$	(75,510)
Other comprehensive income (loss) before reclassifications	—		—		—
Amounts reclassified from AOCI, net of tax of $32(a)	87		15		102
Net current-period other comprehensive income (loss)	87		15		102
Ending balance, September 30, 2024	$	(75,160)	$	(248)	$	(75,408)

(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations

F-24

14. Assets Held for Sale

On September 3, 2025, we reached an agreement to sell WFTX, our local Fox-affiliated station in Fort Myers, Florida, to Sun Broadcasting for $40.0 million. The transaction will close upon satisfaction of closing conditions and expected regulatory approval.

The following table presents a summary of the WFTX assets held for sale included in our Condensed Consolidated Balance Sheets.


(in thousands)	As of September 30, 2025

Assets:
Total current assets	$	—
Property and equipment	11,334
Goodwill and intangible assets	25,240
Operating lease right-of-use assets	161
Other assets	203
Total assets held for sale	$	36,938

On April 30, 2025, we completed the sale of our West Palm Beach television station building to 110 Banyan LLC for cash consideration of $40.0 million and recognized a pre-tax gain from disposition of $31.4 million. With the asset sale, we also entered into a 2.5-year building lease with the buyer for cash consideration of $2.5 million annually.

Pending Transactions

On July 7, 2025, we entered into agreements with Gray Media, Inc. ("Gray"), to swap television stations across five markets. Upon completion of the transactions, we will acquire Gray's KKTV (CBS) in Colorado Springs, Colorado; KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado; and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho. Gray will be acquiring WSYM (Fox) in Lansing, Michigan, and KATC (ABC) in Lafayette, Louisiana. The swap involves the even exchange of comparable assets. As a result, neither company will pay cash consideration to the other. The transaction will close upon satisfaction of closing conditions and necessary regulatory approvals.

In October 2025, we received authorization from our Board of Directors and reached agreement to sell WRTV, our local ABC-affiliated station in Indianapolis, Indiana, to Circle City Broadcasting for $83.0 million. The transaction will close following completion of financing, satisfaction of customary closing conditions and expected regulatory approval.

F-25

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "believe," "anticipate," "intend," "expect," "estimate," "could," "should," "outlook," "guidance," and similar references to future periods. Examples of forward-looking statements include, among others, statements the Company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the Company’s plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the Company’s control. A detailed discussion of such risks and uncertainties is included in the section of this document titled "Risk Factors." The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made in this document is based only on currently available information and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Executive Overview

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

Scripps is a leader in free, ad-supported television. All of our local stations and national entertainment networks reach consumers over the air, and all of our television brands can also be found on free streaming platforms. We have continued to expand in the fast-growing connected television marketplace, and we are leveraging our leadership position in the growing over-the-air marketplace. Currently, one in five non pay-TV homes is watching television over the air alongside their streaming subscription services, and as cord-cutting and streaming service price increases continue, over-the-air channels will be an important part of television viewers' choices. To that end, Scripps continues efforts to broaden antenna use even more, and is working with key partners in retail, manufacturing and antenna installation to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use.

In January 2025, we announced the formation of a joint venture with Gray Media, Nexstar Media Group, Inc. and Sinclair, Inc. Leveraging broadcasters' uniquely efficient network architecture and the ATSC 3.0 transmission standard, EdgeBeam Wireless, LLC will provide expansive, reliable and secure data delivery services. This partnership creates a spectrum footprint that no individual broadcaster could achieve on its own, unlocking the potential of ATSC 3.0 to offer nationwide coverage for data delivery to billions of potential devices on market-disrupting terms. We have committed to total cash contributions of $12.8 million for our 25% ownership interest in the joint venture. During the first quarter of 2025, we made a cash contribution of $6.4 million, with the remaining due by the end of the year.

On March 13, 2025, we announced a multi-year agreement with the Las Vegas Aces, which began in May 2025. Under the agreement, we televise all non-nationally exclusive Aces games with distribution on cable, satellite and over-the-air television. In addition to game broadcasts, the Aces and our local station Vegas 34 partnered to produce and air "In the Paint," an award-winning weekly 30-minute show featuring highlights, interviews and behind-the-scenes access to the 2025 Las Vegas Aces.

On April 10, 2025, we completed a series of previously announced refinancing transactions. Following the completion of

F-26

the transactions, no amounts remain outstanding for our prior 2026 term loan, our prior 2028 term loan or our prior revolving credit facility. Additionally, we issued a $545 million tranche B-2 term loan that matures in June 2028 and a $340 million tranche B-3 term loan that matures in November 2029. We also replaced the prior revolving credit facility with a new $208 million revolving credit facility, maturing on July 7, 2027, and a $70.0 million non-extended revolving credit facility, maturing on January 7, 2026. Finally, we also entered into a new three-year accounts receivable securitization facility with aggregate commitments of up to $450 million that is scheduled to terminate on April 10, 2028. Additional information about the refinancing transactions is presented in Note 7. Long-Term Debt.

On May 14, 2025, we announced a multi-year media rights agreement which allows us to produce and distribute all preseason, regular season and first-round playoff Tampa Bay Lightning games that are not allocated exclusively to national broadcasts. This agreement began with the 2025-2026 National Hockey League season, which started with the preseason in late September 2025.

On June 13, 2025, we announced a new, multi-year agreement with the Women's National Basketball Association ("WNBA") to continue airing regular season Friday night matchups on ION as part of its WNBA Fright Night Spotlight series.

On July 7, 2025, we entered into agreements with Gray Media, Inc. (“Gray”), to swap television stations across five markets. Upon completion of the transactions, we will acquire Gray’s KKTV (CBS) in Colorado Springs, Colorado; KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado; and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho. Gray will be acquiring WSYM (Fox) in Lansing, Michigan, and KATC (ABC) in Lafayette, Louisiana. The swap involves the even exchange of comparable assets. As a result, neither company will pay cash consideration to the other. The transaction will close upon satisfaction of closing conditions and necessary regulatory approvals.

We did not declare or provide payment for the preferred stock dividend in any of the three quarters of 2025 or any of the 2024 quarters. The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods that the preferred shares are outstanding. At September 30, 2025, aggregated undeclared and unpaid cumulative dividends totaled $101 million and the redemption value of the preferred stock totaled $734 million. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

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Results of Operations

The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our operating segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our operating segments that follows.

Consolidated Results of Operations

Consolidated results of operations were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025		Change		2024		2025		Change		2024

Operating revenues	$	525,854	(18.6)	%	$	646,300	$	1,590,327	(10.7)	%	$	1,781,393
Cost of revenues, excluding depreciation and amortization	(311,313)		(1.9)	%	(317,486)		(942,155)		(3.2)	%	(973,126)
Selling, general and administrative expenses, excluding depreciation and amortization	(137,426)		(11.2)	%	(154,781)		(418,051)		(7.5)	%	(452,006)


Restructuring costs	(2,718)				(12,665)		(7,475)				(18,653)
Depreciation and amortization of intangible assets	(37,208)				(38,861)		(112,866)				(116,017)

Gains (losses), net on disposal of property and equipment	434				(727)		31,922				(717)
Operating income	37,623				121,780		141,702				220,874
Interest expense	(59,219)				(54,442)		(161,622)				(161,482)
Loss on extinguishment of debt	(7,622)				—		(10,594)				—
Other financing transaction costs	(6,466)				—		(44,537)				—
Defined benefit pension plan income (expense)	(338)				152		(1,013)				506


Miscellaneous, net	(1,165)				447		(2,692)				16,849
Income (loss) from operations before income taxes	(37,187)				67,937		(78,756)				76,747
Benefit (provision) for income taxes	4,228				(20,161)		6,380				(25,916)


Net income (loss)	$	(32,959)			$	47,776	$	(72,376)			$	50,831

Operating revenues decreased $120 million or 19% in the third quarter of 2025 and $191 million or 11% in the first nine months of 2025 when compared to prior periods. In this non-election year, political revenue decreased $126 million and $165 million in the quarter-to-date and year-to-date periods, respectively. Distribution revenue decreased $3.5 million and $21.3 million in the quarter-to-date and year-to-date periods, respectively. Core advertising revenue increased $7.6 million in the third quarter of 2025 and decreased $7.7 million in the first nine months of 2025 when compared to prior periods.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $6.2 million or 1.9% in the third quarter of 2025 and $31.0 million or 3.2% in the first nine months of 2025 when compared to prior periods. Employee compensation costs decreased $4.5 million and $13.5 million in the quarter-to-date and year-to-date periods, respectively, reflecting the impact of our restructuring initiatives. Syndicated programming decreased $1.4 million and $15.7 million and in the quarter-to-date and year-to-date periods, respectively. Network programming decreased $2.5 million and $9.5 million in the quarter-to-date and year-to-date periods, respectively, mainly due to carriage affiliation fees. Additionally, news service coverage costs decreased $1.2 million and $5.7 million in the quarter-to-date and year-to-date periods, respectively, driven by the shut down of the over-the-air broadcast for Scripps News. These cost decreases were partially offset by an increase in sports rights fees of $2.7 million and $17.0 million in the quarter-to-date and year-to-date periods, respectively.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses decreased $17.4 million or 11% in the third quarter of 2025 and $34.0 million or 7.5% in the first nine months of 2025 when compared to prior periods. Employee compensation costs decreased $12.6 million and $17.6 million in the quarter-to-date and year-to-date periods, respectively, due to savings achieved through our restructuring efforts. Additionally, professional and miscellaneous services at Local Media decreased $2.7 million and $4.0 million in the quarter-to-date and year-to-date periods, respectively, primarily due to an absence of political sales activities in 2025 compared to 2024. The year-to-date decrease was also driven by a $5.4 million decrease in advertising and promotions costs and a $4.2 million decrease in our national sales commissions.

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Depreciation and amortization of intangible assets decreased $1.7 million or 4.3% in the third quarter of 2025 and $3.2 million or 2.7% in the first nine months of 2025 when compared to prior periods.

Interest expense increased $4.8 million in the third quarter of 2025 and $0.1 million in the first nine months of 2025 when compared to prior periods. As part of the April and August 2025 debt transactions discussed in Note 7. Long-Term Debt, interest expense included write-offs of deferred financing costs totaling $1.4 million in the three months ended September 30, 2025 and $7.0 million in the year-to-date period of 2025. While average outstanding debt balances were lower in the third quarter of 2025 compared to the same period in 2024, higher interest rates contributed to an increase in interest costs incurred on borrowings. In the year-to-date period of 2025 compared to 2024, interest costs incurred on borrowings decreased due to lower year-over-year outstanding debt balances.

For the three and nine month periods ended September 30, 2025, we incurred a loss on extinguishment of debt of $7.6 million and $10.6 million, respectively, as part of the April and August 2025 debt transactions discussed in Note 7. Long-Term Debt. Additionally, we incurred non-capitalized transaction costs related to these debt transactions. These costs are reflected in the caption "Other financing transaction costs" and totaled $6.5 million and $44.5 million for the three and nine months ended September 30, 2025, respectively.

The effective income tax rate was 8.1% and 34% for the nine months ended September 30, 2025 and 2024, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($2.3 million expense in 2025 and $3.9 million expense in 2024), state deferred rate changes ($2.7 million expense in 2025 and $2.1 million expense in 2024) and state NOL valuation allowance changes.

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Operating Performance — As discussed in the Notes to Condensed Consolidated Financial Statements, our chief operating decision maker evaluates operating performance using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.

For our operating segments, items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of segment performance enables us to evaluate operating performance based upon current economic conditions and decisions made by the managers of those segments in the current period.

Information regarding our operating performance and a reconciliation of such information to the condensed consolidated financial statements is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025		Change		2024		2025		Change		2024

Segment operating revenues:
Local Media	$	325,456	(27.0)	%	$	445,553	$	985,611	(15.3)	%	$	1,163,315
Scripps Networks	200,956		(0.4)	%	201,672		604,728		(2.4)	%	619,670
Other	4,262		10.9	%	3,843		14,185		11.7	%	12,702
Intersegment eliminations	(4,820)		1.1	%	(4,768)		(14,197)		(0.7)	%	(14,294)
Total operating revenues	$	525,854	(18.6)	%	$	646,300	$	1,590,327	(10.7)	%	$	1,781,393
Segment profit (loss):
Local Media	$	52,801	(67.1)	%	$	160,685	$	143,541	(54.3)	%	$	314,371
Scripps Networks	53,299		26.7	%	42,061		173,340		33.9	%	129,462
Other	(7,598)		(1.9)	%	(7,744)		(20,982)		(10.2)	%	(23,377)
Shared services and corporate	(21,387)		2.0	%	(20,969)		(65,778)		2.5	%	(64,195)

Restructuring costs	(2,718)				(12,665)		(7,475)				(18,653)
Depreciation and amortization of intangible assets	(37,208)				(38,861)		(112,866)				(116,017)

Gains (losses), net on disposal of property and equipment	434				(727)		31,922				(717)
Interest expense	(59,219)				(54,442)		(161,622)				(161,482)
Loss on extinguishment of debt	(7,622)				—		(10,594)				—
Other financing transaction costs	(6,466)				—		(44,537)				—
Defined benefit pension plan income (expense)	(338)				152		(1,013)				506


Miscellaneous, net	(1,165)				447		(2,692)				16,849
Income (loss) from operations before income taxes	$	(37,187)			$	67,937	$	(78,756)			$	76,747

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Local Media — Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 11 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally produced programming.

The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the automotive and services categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.

Operating results for our Local Media segment were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025		Change		2024		2025		Change		2024

Segment operating revenues:
Core advertising	$	131,548	1.8	%	$	129,256	$	400,223	(1.1)	%	$	404,805
Political	5,141		(95.9)	%	125,213		11,028		(93.5)	%	168,530
Distribution	185,768		(0.4)	%	186,480		565,572		(2.2)	%	578,170
Other	2,999		(34.9)	%	4,604		8,788		(25.6)	%	11,810
Total operating revenues	325,456		(27.0)	%	445,553		985,611		(15.3)	%	1,163,315
Segment costs and expenses:
Employee compensation and benefits	105,115		(6.0)	%	111,767		314,599		(2.9)	%	324,062
Programming	124,659		(0.1)	%	124,747		393,509		3.9	%	378,603
Other expenses	42,881		(11.3)	%	48,354		133,962		(8.4)	%	146,279
Total costs and expenses	272,655		(4.3)	%	284,868		842,070		(0.8)	%	848,944
Segment profit	$	52,801	(67.1)	%	$	160,685	$	143,541	(54.3)	%	$	314,371

Revenues

Total Local Media revenues decreased $120 million or 27% in the third quarter of 2025 and $178 million or 15% in the first nine months of 2025 when compared to prior periods. During this non-election year, political revenues decreased $120 million in the third quarter of 2025 and $158 million in the first nine months of 2025 when compared to prior periods. Distribution revenues decreased $0.7 million or 0.4% in the third quarter of 2025 and $12.6 million or 2.2% in the first nine months of 2025 when compared to prior periods. Distribution revenues were unfavorably impacted by high-single-digit subscriber declines. These subscriber declines were partially offset by rate increases which favorably impacted distribution revenues by 9.2% and 7.4% in the quarter-to-date and year-to-date periods, respectively. During the second quarter of 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households. These renewal rates were effective as of March 31, 2025. Local Media revenues were also impacted by an increase in core advertising revenues of $2.3 million or 1.8% in the third quarter of 2025 and a decrease of $4.6 million or 1.1% in the first nine months of 2025 when compared to prior periods.

Costs and expenses

Employee compensation and benefits decreased $6.7 million or 6.0% in the third quarter of 2025 and $9.5 million or 2.9% in the first nine months of 2025 when compared to prior periods due to savings achieved through our restructuring efforts.

Programming expense decreased $0.1 million or 0.1% in the third quarter of 2025 and increased $14.9 million or 3.9% in the first nine months of 2025 when compared to prior periods. During 2025, we entered into sports rights contracts for the airing of games for the Women's National Basketball Association's Las Vegas Aces, which began with the start of the regular season in May 2025, and the National Hockey League's Tampa Bay Lightning, which began with the 2025-2026 National

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Hockey League preseason in late September 2025. During 2024, we entered into a sports rights contract for the airing of games for the National Hockey League's Florida Panthers, which began with the 2024-2025 season in October 2024. Costs attributed to these sports rights agreements, as well as contractual rate increases for the Vegas Golden Knights and the Utah Mammoth (formerly the Utah Hockey Club/Arizona Coyotes) agreements increased programming expense by $0.6 million and $14.2 million in the quarter-to-date and year-to-date periods, respectively.

Other expenses decreased $5.5 million or 11% in the third quarter of 2025 and $12.3 million or 8.4% in the first nine months of 2025 when compared to prior periods. Professional and miscellaneous services decreased $2.7 million and $4.0 million in the quarter-to-date and year-to-date periods, respectively, primarily due to an absence of political sales activities in 2025 compared to 2024. Facility costs decreased $1.4 million and $4.9 million in the quarter-to-date and year-to-date periods, respectively. Additionally, for the year-to-date period, national sales commissions decreased $2.5 million.

Scripps Networks — Our Scripps Networks segment includes national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and/or digital distribution. Our Scripps Networks segment earns revenue primarily through the sale of advertising. The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.

Operating results for our Scripps Networks segment were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025		Change		2024		2025		Change		2024







Total operating revenues	$	200,956	(0.4)	%	$	201,672	$	604,728	(2.4)	%	$	619,670
Segment costs and expenses:
Employee compensation and benefits	22,120		(29.5)	%	31,364		64,949		(28.7)	%	91,126
Programming	86,858		(1.0)	%	87,693		252,105		(8.4)	%	275,329
Other expenses	38,679		(4.6)	%	40,554		114,334		(7.6)	%	123,753
Total costs and expenses	147,657		(7.5)	%	159,611		431,388		(12.0)	%	490,208
Segment profit	$	53,299	26.7	%	$	42,061	$	173,340	33.9	%	$	129,462

Revenues

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $0.7 million or 0.4% in the third quarter of 2025 and $14.9 million or 2.4% in the first nine months of 2025 when compared to prior periods. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 6.8% and 7.4% in the quarter-to-date and year-to-date periods, respectively. Lower ratings were partially offset by an increase in connected TV ("CTV") revenue and an increase in advertising spots sold. CTV revenue increased revenues by 4.8% and 4.7% in the quarter-to-date and year-to-date periods, respectively. An increase in advertising spots sold increased revenues by 4.8% and 2.4% in the quarter-to-date and year-to-date periods, respectively.

Costs and expenses

Employee compensation and benefits decreased $9.2 million or 29% in the third quarter of 2025 and $26.2 million or 29% for the first nine months of 2025 when compared to prior periods. In the fourth quarter of 2024, we shut down the over-the-air broadcast for Scripps News. The savings achieved from this Scripps News action and other restructuring efforts were the primary contributor to the year-over-year decrease in employee compensation and benefits.

Programming expense decreased $0.8 million or 1.0% in the third quarter of 2025 and $23.2 million or 8.4% for the first nine months of 2025 when compared to prior periods. Carriage affiliation fees decreased $2.3 million and $10.5 million in the quarter-to-date and year-to-date periods, respectively. Syndicated programming costs decreased $1.3 million and $15.4 million in the quarter-to-date and year-to-date periods, respectively. These decreases were partially offset by an increase in sports rights fees of $2.5 million and $2.7 million in the quarter-to-date and year-to-date periods, respectively.

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Other expenses decreased $1.9 million or 4.6% in the third quarter of 2025 and $9.4 million or 7.6% for the first nine months of 2025 when compared to prior periods. The shut down of the over-the-air broadcast for Scripps News accounted for $1.3 million and $4.3 million of the quarter-to-date and year-to-date decreases, respectively. For the year-to-date period, other expenses also decreased due to lower national sales commissions of $1.4 million.

Liquidity and Capital Resources

On April 10, 2025, we completed a series of previously announced refinancing transactions, which included replacing our $585 million revolving credit facility with a new $208 million revolving credit facility, maturing on July 7, 2027, and a new $70.0 million non-extended revolving credit facility, maturing on January 7, 2026. We also entered into an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed for the securitization facility is limited by our eligible accounts receivable balances.

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risk and uncertainties. As of September 30, 2025, we had $54.7 million of cash on hand and $269 million of additional borrowing capacity under our revolving credit facilities and securitization facility. As of September 30, 2025, we had no borrowings outstanding under our credit facilities and the maximum availability allowed and amount outstanding under the securitization facility was $360 million. Based on our current business plan, we believe our cash flow from operations and availability under the revolving credit facilities will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Cash Flows


	Nine Months Ended September 30,
(in thousands)	2025		2024


Net cash provided by operating activities	$	7,969	$	212,389
Net cash provided by (used in) investing activities	1,532		(41,676)
Net cash provided by (used in) financing activities	21,312		(171,390)

Increase (decrease) in cash and cash equivalents	$	30,813	$	(677)

Cash flows from operating activities

Cash provided by operating activities decreased $204 million in 2025 compared to 2024. Cash provided by operating activities was reduced by $44.5 million of debt refinancing transaction costs in 2025. There was a year-over-year decrease in segment profit of $126 million and a $93.1 million decrease in cash provided by changes in certain working capital accounts. The decrease in cash provided by changes in working capital accounts was primarily driven by the lack of advertising for political campaigns in this non-election year, which are generally paid in advance. For the nine months ended September 30, 2024, there was an $111 million increase in cash provided by changes in certain working capital accounts driven by the advertising for political campaigns. The decreases to cash provided by operating activities were partially offset by a decrease of $23.9 million in cash interest paid and a decrease of $38.9 million in cash taxes paid.

Cash flows from investing activities

Cash provided by investing activities was $1.5 million in 2025 compared to cash used in investing activities of $41.7 million in 2024. Investing activities in 2025 reflect $40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in cash used for investment purchases and $32.7 million in capital expenditures. On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. This increase in cash provided by investing activities in 2024 was more than offset by $58.9 million of capital expenditures.

Cash flows from financing activities

Cash provided by financing activities was $21.3 million in 2025 compared to cash used in financing activities of $171 million in 2024. As of September 30, 2025, we had no borrowings outstanding under our credit facilities. During the first nine months of 2025, we had $1.6 billion of proceeds from the issuance of new long-term debt while we made payments on long-term debt of $1.9 billion. Long-term debt payments included $1.3 billion to pay down our May 2026 and January 2028 term

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loans, $426 million to redeem our outstanding principal amount of the 2027 Senior Notes and a $205 million pre-payment on our June 2028 term loan. On April 10, 2025, we entered into a three-year accounts receivable securitization facility. The net amount drawn and outstanding on the facility totaled $360 million at September 30, 2025. In connection with the April 2025 and August 2025 debt transactions, we paid $63.3 million in deferred financing costs and $6.7 million in debt extinguishment costs. During the first nine months of 2024, we had net debt payments of $155 million under our revolving credit facility.

Debt

On April 10, 2025, we entered into a new credit agreement and completed a series of previously announced refinancing transactions. Under the new credit agreement, we have a revolving credit facility with aggregate commitments of up to $208 million due July 2027 and a non-extended revolving credit facility with aggregate commitments of up to $70.0 million due January 2026. In connection with the new credit agreement, we have an outstanding balance of $676 million on our term loans as of September 30, 2025. The annual required principal payments on these term loans total $8.9 million.

On April 10, 2025, we entered into a new three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility. As of September 30, 2025, the maximum availability allowed and amount outstanding under the securitization facility was $360 million.

On August 6, 2025, we issued $750 million of senior secured second lien notes and paid the remaining $426 million principal amount of the senior unsecured notes that were due to mature on July 15, 2027. As of September 30, 2025, we have $1.7 billion of senior notes outstanding. Senior secured notes have a total outstanding principal balance of $1.3 billion. The senior secured notes that mature on January 15, 2029 bear interest at a rate of 3.875% per annum and the senior secured notes that mature on August 15, 2030 bear interest at a rate of 9.875% per annum. Senior unsecured notes totaling $392 million mature on January 15, 2031 and bear interest at a rate of 5.375% per annum.

Debt Covenants

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the new revolving credit facility, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. For the non-extended revolving credit facility, we must comply with a maximum first lien net leverage ratio of 4.75 to 1.0 through September 30, 2025, at which point it stepped down to 4.50 times for the fiscal quarter ending December 31, 2025, and thereafter. As of September 30, 2025, we were in compliance with our financial covenants.

Debt Repurchase Program

In February 2023, our Board of Directors provided a new repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Equity

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). We did not declare or provide payment for the preferred stock dividend in any of the three quarters of 2025 or any of the 2024 quarters. At September 30, 2025, aggregated undeclared and unpaid cumulative dividends totaled $101 million and the redemption value of the preferred stock totaled $734 million. In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

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Other

During the remainder of 2025, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2025.

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements

There have been no material changes to the off-balance sheet arrangements disclosed in our 2024 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 1 to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report on Form 10-K.

Recent Accounting Guidance

Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.

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Quantitative and Qualitative Disclosures About Market Risk

Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments.

Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows and to reduce overall borrowing costs. We may use derivative financial instruments to modify exposure to risks from fluctuations in interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.

We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at the secured overnight financing rate ("SOFR") plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. A 100 basis point increase in SOFR would increase annual interest expense on our variable rate borrowings by approximately $10.4 million.

The following table presents additional information about market-risk-sensitive financial instruments:


	As of September 30, 2025				As of December 31, 2024
(in thousands)	Cost Basis		Fair Value		Cost Basis		Fair Value

Financial instruments subject to interest rate risk:
Accounts receivable securitization facility	$	359,800	$	359,800	$	—	$	—
Revolving credit facilities	—		—		—		—
Senior secured notes, due in January 2029	523,356		461,207		523,356		384,667

Senior secured notes, due in August 2030	750,000		701,250		—		—
Senior unsecured notes, due in July 2027	—		—		425,667		343,726
Senior unsecured notes, due in January 2031	392,071		274,450		392,071		199,956

Term loan, due in June 2028	337,489		340,020		—		—
Term loan, due in November 2029	338,453		323,223		—		—
Term loan, due in May 2026	—		—		721,213		701,380
Term loan, due in January 2028	—		—		543,000		483,270

Long-term debt, including current portion	$	2,701,169	$	2,459,950	$	2,605,307	$	2,112,999

Financial instruments subject to market value risk:
Investments held at cost	$	6,457	(a)		$	6,353	(a)

(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. We estimate the fair values of these investments approximate their carrying values at September 30, 2025 and December 31, 2024.

F-36

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Scripps management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:


1.			pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;


2.			provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and


3.			provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective.

There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

F-37

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