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E.W. SCRIPPS Co (SSP) Business

Verbatim Item 1 Business section from E.W. SCRIPPS Co's latest 10-K. Filing date: 2026-02-27. Accession: 0000832428-26-000010.

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Item 1. Business

Founded in 1878, The E.W. Scripps Company motto is "Give light and the people will find their own way." Our vision statement is We Create Connection. We serve 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. All of our local stations and national entertainment networks reach consumers over the air, and we have continued to expand our television networks and local brands on free streaming platforms. 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. For a full listing of our brands, visit http://www.scripps.com.

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 a 25% ownership interest in the joint venture, of which, $6.4 million was paid during 2025.

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 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, which matured 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 9. 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 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.

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. The proceeds from the 2030 Senior Notes were used to repay the remaining $426 million principal amount of the 2027 Senior Notes, provide a $205 million principal prepayment toward the June 2028 term loan, pay $89.7 million toward outstanding borrowings under our revolving credit facilities and pay

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related issuance costs and prepayment premiums related to the transaction. Additional information about the transaction is presented in Note 9. Long-Term Debt.

On September 3, 2025, we reached an agreement to sell WFTX, our local Fox-affiliated station in Fort Myers, Florida, for $40.0 million. The transaction has received necessary regulatory approval and is expected to close on March 2, 2026.

In October 2025, we reached agreement to sell WRTV, our local ABC- affiliated station in Indianapolis, Indiana, for $83.0 million. The transaction has received necessary regulatory approval and is expected to close by March 6, 2026.

In the fourth quarter of 2025, we committed to the sale of Court TV and closed on the sale of the network on February 9, 2026. We recognized a $19.5 million non-cash charge in the fourth quarter, reflecting the difference between the carrying value of Court TV's net assets and the transaction consideration.

Upon our acquisition of ION Media in 2021, we simultaneously sold 23 ION television stations to INYO Broadcast Holdings (“INYO”) to comply with ownership rules of the FCC. These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements. In connection with this sale, we also received call options that granted us the right to acquire the assets of some or all of these 23 INYO television stations.

In February 2026, we notified INYO of our exercise of all of the options. In addition to other customary closing conditions, any transaction would be subject to FCC consent and, in certain cases, waiver of FCC ownership rules. We also have the right to withdraw our exercise of any or all of the options at any time prior to closing without any further obligation other than reimbursing INYO for expenses. Each station is subject to a separate option, so the acquisition of individual station assets may occur at various dates or potentially not occur.

The current aggregate purchase price for the exercise of all options is approximately $54 million. However, the purchase price is based on formulas that will be contingent on the respective closing dates of any transactions.

In February 2026, we announced an enterprise-wide transformation plan that is designed to improve operating performance and unlock new value and targets annualized enterprise EBITDA growth of $125 million to $150 million by 2028. We expect to deliver this improved EBITDA run-rate through cost savings and revenue growth initiatives that will leverage technology including AI and automation and increase revenue yield on our existing businesses.

Financial information for each of our operating segments can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements of this Form 10-K.

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LOCAL MEDIA

Our Local Media segment includes more than 60 local television stations and their related digital operations. We have operated broadcast television stations since 1947, when we launched Ohio’s first television station, WEWS, in Cleveland. Our television station group reaches approximately 25% of the nation’s television households and includes 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 12 independent stations and 10 additional low power stations.

We provide free over-the-air news, information, sports and entertainment content that informs and engages our local communities. We distribute our content on multiple platforms, including broadcast, digital, mobile, social and over-the-top ("OTT"). It is our objective to develop content and applications designed to enhance the user experience on each of those platforms. Our ability to cover our communities across various digital platforms allows us to expand our audiences beyond traditional broadcast television.

We believe the most critical component of our product mix is compelling news content, which is an important link to the community and aids our stations' efforts to retain and expand viewership. We have trained employees in our news departments to be multi-media journalists, allowing us to pursue a “hyper-local” strategy by having more reporters covering local news for our over-the-air and digital platforms.

In addition to news programming, our television stations run network programming, local sporting events, syndicated programming and original programming. Our strategy is to balance syndicated programming with original programming that we control. We believe this strategy improves our Local Media division's financial performance. We also provide live, local sporting events on many of our stations by acquiring local television broadcast rights for these events.

Revenue cycles and sources

Core Advertising

Our 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. Our core advertising revenues accounted for 42% of our Local Media segment’s revenues in 2025. Pricing of broadcast spot advertising is based on audience size and share, the demographics of our audiences and the demand for our limited inventory of commercial time. Our stations compete for advertising revenues with other sources of local media, including competitors’ television stations in the same markets, radio stations, cable television systems, newspapers, digital platforms and direct mail.

Local advertising time is sold by each station’s local sales staff calling upon advertising agencies and local businesses, which typically include advertisers such as car dealerships, health-care facilities, home improvement companies and other service providers. We seek to attract new advertisers to our television stations and to increase the amount of advertising sold to existing local advertisers by relying on experienced local sales forces with strong community ties, producing news and other programming with local advertising appeal and sponsoring or promoting local events and activities.

National advertising time is generally sold by calling upon advertising agencies, whose clients typically include businesses such as automobile manufacturers and dealer groups, telecommunications companies and insurance providers.

Digital revenues are primarily generated from the sale of advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.

Cyclical factors influence revenues from our core advertising categories. Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events (e.g. the Olympics or the Super Bowl). For example, our NBC affiliates currently benefit from incremental advertising demand from the coverage of the Olympics. Economic cycles are less predictable and beyond our control.

Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters.

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 races and local issues. It is also sold to

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political action groups (PACs) and other advocacy groups. Political advertising revenues were 1.5% of our Local Media segment's revenues in 2025, a non-election year.

Political advertising revenues increase significantly during even-numbered years when local, state and federal elections occur. In addition, every four years, political spending is typically elevated further due to the advertising for the presidential election. Because of the cyclical nature of each political election cycle, there has been a significant difference in our operating results when comparing the performance in even-numbered years to that in odd-numbered years. Additionally, our operating results are impacted by the number, importance and competitiveness of individual political races and issues discussed in our local markets.

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. Distribution revenues were 56% of our Local Media segment's revenues in 2025. 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. During 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households.

Expenses

Employee costs accounted for 37% of our Local Media segment's costs and expenses in 2025.

We centralize certain functions, such as master control, traffic, graphics, research and political advertising, at company-owned hubs that do not require a presence in the local markets. This approach enables each of our stations to focus local resources on the creation of content and revenue-producing activities. We expect to continue to look for opportunities to centralize functions that do not require a local market presence.

Programming costs, which include network affiliation fees, local sports rights fees, syndicated programming and shows produced for us or in partnership with others, were 47% of our Local Media segment's costs and expenses in 2025.

Our network-affiliated stations broadcast programming is supplied to us by the Big 4 broadcast networks in various dayparts. Under each affiliation agreement, the station broadcasts all of the programs transmitted by the network. In exchange, we pay affiliation fees to the network, and the network sells a substantial majority of the advertising time during these broadcasts. We expect our network affiliation agreements to be renewed upon expiration.

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Information concerning our full-power television stations, their network affiliations and the markets in which they operate is as follows:

StationMarketNetwork Affiliation/ DTV ChannelAffiliation Agreement Expires inFCC License Expires inMarket Rank(1)
KNXV-TVPhoenix, AZ - Ch. 15ABC/152026203011
KASW -TVPhoenix, AZ - Ch. 61Ind/27N/A203011
WMYD-TVDetroit, MI - Ch. 20Ind/31N/A202912
WXYZ-TVDetroit, MI - Ch. 7ABC/252026202912
WFTS-TVTampa-St. Petersburg, FL - Ch. 28ABC/172026202914
WXPX-TVTampa-St. Petersburg, FL - Ch. 66Ind/29N/A202914
KMGH-TVDenver-Aurora, CO - Ch. 7ABC/72026203016
KCDO-TVDenver-Aurora, CO - Ch. 3Ind/23N/A203016
WEWS-TVCleveland, OH - Ch. 5ABC/152026202917
WSFL-TVMiami, FL - Ch. 39Ind/27N/A202918
WMAR-TVBaltimore, MD - Ch. 2ABC/272026202825
WRTV-TVIndianapolis, IN - Ch. 6ABC/252026202927
WTVF-TVNashville, TN - Ch. 5CBS/362026202928
KMCI-TVKansas City, MO - Ch. 38Ind/25N/A203029
KSHB-TVKansas City, MO - Ch. 41NBC/362027203029
WTMJ-TVMilwaukee, WI - Ch. 4NBC/322027202931
KGTV-TVSan Diego, CA - Ch. 10ABC/102026203032
WCPO-TVCincinnati, OH - Ch. 9ABC/262026202934
KSTU-TVSalt Lake City, UT - Ch. 13FOX/282028203036
KUPX-TVSalt Lake City, UT - Ch. 16Ind/29N/A203036
WPTV-TVWest Palm Beach-Port St. Lucie, FL - Ch. 5NBC/122027202937
WHDT-TVWest Palm Beach-Port St. Lucie, FL - Ch. 9Ind/34N/A202937
KTNV-TVLas Vegas, NV - Ch. 13ABC/132026203041
KMCC-TVLas Vegas, NV - Ch. 34Ind/32N/A203041
WGNT-TVNorfolk-Virginia Beach, VA - Ch. 27Ind/20N/A202842
WTKR-TVNorfolk-Virginia Beach, VA - Ch. 3CBS/162027202842
WXMI-TVGrand Rapids-Kalamazoo, MI - Ch. 17FOX/192028202944
WKBW-TVBuffalo, NY - Ch. 7ABC/342026203149
WFTX-TVFt. Myers-Cape Coral, FL - Ch. 36FOX/342028202950
WTVR-TVRichmond, VA - Ch. 6CBS/232027202855
WGBA-TVGreen Bay-Appleton, WI - Ch. 26NBC/142027202961
WACY-TVGreen Bay-Appleton, WI - Ch. 32Ind/36N/A202961
KJRH-TVTulsa, OK - Ch. 2NBC/82027203063
WLEX-TVLexington, KY - Ch. 18NBC/282027202965
KMTV-TVOmaha, NE - Ch. 3CBS/312027203067
KWBA-TVTucson, AZ - Ch. 58Ind/21N/A203073
KGUN-TVTucson, AZ - Ch. 9ABC/92026203073
KOAA-TVColorado Springs, CO - Ch. 5NBC/252027203083
KXXV-TVWaco-Killeen, TX - Ch. 25ABC/262026203088
KIVI-TVBoise, ID - Ch. 6ABC/2420262030104
WSYM-TVLansing, MI - Ch. 47FOX/2820282029112
WTXL-TVTallahassee-Thomasville, FL-GA - Ch. 27ABC/2720262029117
KERO-TVBakersfield, CA - Ch. 23ABC/1020262030121
KATC-TVLafayette, LA - Ch. 3ABC/2820262029124
KSBY-TVSanta Barbara-Santa Maria, CA - Ch. 6NBC/1520272030129
KRIS-TVCorpus Christi, TX - Ch. 6NBC/2620272030135
KTVQ-TVBillings, MT - Ch. 2CBS/1020262030164
KPAX-TVMissoula, MT - Ch. 8CBS/2520262030166
KXLF-TVButte-Bozeman-Silver Bow, MT - Ch. 4CBS/1520262030187
KRTV-TVGreat Falls, MT - Ch. 3CBS/720262030190
KTVH-TVHelena, MT - Ch. 12NBC/3120272030204

(1) Market rank is based on the October 2025 Comscore HH Universe estimates.

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SCRIPPS NETWORKS

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 networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and/or digital distribution.

The segment generates revenue principally from the sale of advertising time on the national television networks. Advertising revenue generated by our networks depends on viewership ratings and advertising rates paid by advertisers for delivery of advertisements to certain viewer demographics. Advertising revenue is sold in the upfront, scatter (together called general market), direct response and connected TV markets. In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year. In the scatter market, advertisers buy their spots closer to the time when the spots will run. The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time the sales take place, impacting the sell-out levels management is willing or able to obtain. The demand in the scatter market then impacts the pricing achieved for our remaining general market advertising inventory. Scatter market pricing can vary from upfront pricing and can be volatile. In most cases, advertising sales in the upfront and scatter markets are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved. Similar to the scatter market, direct response advertisers buy their spots closer to the time when the spots will run, and pricing can vary based on demand. Direct response advertisers buy spots based on expected performance, giving advertisers an efficient and measured way to reach their customers. Direct response advertising is not subject to ratings guarantees.

Revenue from advertising is subject to seasonality, market-based variations and general economic conditions. Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters.

Programming expenses, employee costs and sales and marketing expenses are the primary operating costs of our Scripps Networks segment. Programming expenses accounted for 58% of our Scripps Networks segment's costs and expenses in 2025, reflecting the costs of investing in quality programming, costs of distribution from carriage agreements with local television broadcasters and cable and satellite providers and costs of programming acquired under multi-year sports rights agreements. The national networks are carried on both our owned and operated television stations and from carriage agreements with other broadcast stations. Our over-the-air ("OTA") television networks are well-positioned to capitalize on cord-cutting trends and provide a platform for delivering mass audiences to national advertisers.

ION

Our ION national television network is available in nearly 99% of U.S. television broadcast homes. It is available through its owned and operated OTA broadcast TV stations, on pay TV platforms and independent broadcast affiliates that carry the ION programming. ION broadcasts popular scripted crime and justice procedural programming and has the fifth-largest average prime-time audience among all broadcast networks on television. ION generally elects government-mandated must-carry provisions, thereby ensuring its programming is available on cable and satellite systems. ION is available as a free advertising-supported streaming television ("FAST") channel with distribution across multiple streaming services.

Bounce

Bounce is available in approximately 95% of U.S. television broadcast homes. Bounce is an African American broadcast network dedicated to inspiring, empowering and entertaining viewers. Bounce programming represents a rich mosaic of the African American community, featuring both licensed and original dramas, sitcoms, movies and specials. Original programming includes the hit series Mind Your Business. Bounce XL is available as either an app or FAST channel with distribution on multiple streaming services.

Court TV

Court TV is available in approximately 87% of U.S. television broadcast homes. Court TV is devoted to live, gavel-to-gavel coverage, in-depth legal reporting and expert analysis of the nation's most important and compelling trials. Court TV is available as either an app or FAST channel with distribution on multiple streaming services. We closed on the sale of the network on February 9, 2026.

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Grit

Grit is available in approximately 98% of U.S. television broadcast homes and appeals more strongly to male viewers. Grit’s programming line-up is primarily iconic Western series and movies. Grit Xtra is available as a FAST channel with distribution across multiple streaming services.

ION Mystery

ION Mystery is available in approximately 97% of U.S. television broadcast homes, and its programming is anchored in popular true-crime and justice procedural programming. Programming on ION Mystery includes NCIS and CSI franchises. ION Mystery is available as a FAST channel with distribution across multiple streaming services.

ION Plus

ION Plus is available in approximately 87% of U.S. television broadcast homes. The network features popular action and suspense programming that includes Hudson & Rex, Bull, MacGyver and Scorpion. ION Plus is available as a FAST channel with distribution across multiple streaming platforms.

Laff

Laff is available in approximately 95% of U.S. television broadcast homes and targets comedy-lovers in the 18 to 49 age range. Programming on Laff includes popular sitcoms such as Home Improvement, Last Man Standing, Man with a Plan and According to Jim. Laff More is available as a FAST channel with distribution across multiple streaming services.

Scripps News

Scripps News is our national streaming news channel focused on bringing objective, fact-based reporting and analysis on world and national news, including politics, entertainment, science and technology. In November 2024, we stopped distribution of the channel on over-the-air television. Scripps News is available on multiple streaming and digital platforms as either an app or FAST channel. The network’s programming lineup includes Morning Rush, Scripps News On The Scene, Happening Now In America, Today as it Happened and Scripps News Showcase.

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Information concerning our Scripps Networks FCC licensed television stations and the markets in which they operate is as follows:

StationMarketDTV ChannelFCC License Expires inMarket Rank(1)
WPXNNew York, NY3420311
KILMLos Angeles, CA2420302
KPXNLos Angeles, CA2420302
WCPXChicago, IL3420293
WPPXPhiladelphia, PA3420314
KPXDDallas-Ft. Worth, TX2520305
WPXWWashington, DC3520286
WWPXWashington, DC1320286
WBPXBoston, MA2220317
WDPXBoston, MA2220317
WPXGBoston, MA2320317
WPXAAtlanta, GA1620298
KKPXSan Francisco-San Jose, CA3320309
KPXBHouston, TX32203010
KPXMMinneapolis-St. Paul, MN16203013
KWPXSeattle, WA33203115
WPXMMiami, FL21202918
WOPXOrlando, FL14202919
KSPXSacramento, CA21203020
WRBUSt. Louis, MO28202922
WINPPittsburgh, PA16203123
WFPXRaleigh-Durham, NC32202824
WRPXRaleigh-Durham, NC32202824
KPXGPortland, OR22203126
WNPXNashville, TN32202928
WPXEMilwaukee, WI30202931
WSFJColumbus, OH19202933
KPXLSan Antonio, TX26203035
WPXCJacksonville, FL24202943
WPXLNew Orleans, LA33202951
WPXQProvidence, RI17203153
WQPXWilkes Barre-Scranton, PA33203157
WPXKKnoxville, TN18202959
WKOIDayton, OH31202960
KTPXTulsa, OK28203063
KFPXDes Moines, IA36203070
WIPLPortland, ME24203172
WPXRRoanoke-Lynchburg, VA27202876
WZRBColumbia, SC25202878
WLPXCharleston-Huntington, WV18202879
WSPXSyracuse, NY36203182
KPXRCedar Rapids, IA22203085
WEPXGreenville-Jacksonville, NC362028101
WPXUGreenville-Jacksonville, NC162028101
WTPXWausau-Stevens Point, WI192029131

(1) Market rank is based on the October 2025 Comscore HH Universe estimates.

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Federal Regulation of Broadcasting — Broadcast television is subject to the jurisdiction of the FCC pursuant to the Communications Act of 1934, as amended (“Communications Act”). The Communications Act prohibits the operation of broadcast stations except in accordance with a license issued by the FCC and empowers the FCC to revoke, modify and renew broadcast licenses, approve the transfer of control of any entity holding such a license, determine the location of stations, regulate the equipment used by stations and adopt and enforce necessary regulations. As part of its obligation to ensure that broadcast licensees serve the public interest, the FCC exercises limited authority over broadcast programming by, among other things, requiring certain children's television programming and limiting commercial content therein, requiring the identification of program sponsors, including specific rules related to identifying programming sponsored or provided by foreign governments, regulating the sale of political advertising and the distribution of emergency information, and restricting indecent programming. The FCC also requires television broadcasters to close caption their programming for the benefit of persons with hearing impairment and to ensure that any of their programming that is later transmitted via the Internet is captioned. Network-affiliated television broadcasters in larger markets must also offer audio narration of certain programming for the benefit of persons with visual impairments. Reference should be made to the Communications Act, the FCC’s rules and regulations, and the FCC’s public notices and published decisions for a fuller description of the FCC’s extensive regulation of broadcasting.

Broadcast licenses are granted for a term of up to eight years and are renewable upon request, subject to FCC review of the licensee's performance. While there can be no assurance regarding the renewal of our broadcast licenses, we have never had a license revoked, have never been denied a renewal, and all previous renewals have been for the maximum term.

FCC regulations govern the ownership of television stations, and the agency is required by statute to review these rules every four years to determine if they continue to serve the public interest. In an Order released in December 2023, the FCC concluded the review that commenced in 2018. Following court challenges, certain portions of that December 2023 Order were overturned, and the FCC regulations now in effect restrict a single entity to ownership of two full-power television stations in a market but no longer limit such combinations based on the market ranking or network affiliation of the stations involved. The court decision also overturned the portions of the December 2023 Order that had prohibited television broadcasters from using multicast channels or low power television stations to acquire two or more “top-four” network affiliations in a single market. The 2022 quadrennial review of the ownership rules remains open, and the FCC in late 2025 sought further comment in that proceeding.

With respect to national television ownership, the FCC voted in December 2017 to consider whether and how it might revisit its rule preventing applicants from obtaining an ownership interest in television stations whose total national audience reach would exceed 39% of all television households. Earlier in that year, the FCC also reinstated the 50% discount applied to the number of households deemed covered by UHF television stations. Scripps' current national audience reach is approximately 38% of television households after application of the “UHF discount.” The FCC in 2025 requested that parties update the record in this proceeding as well.

We cannot predict the outcome of these open proceedings, including likely court reviews of any FCC decisions regarding its local or national broadcast ownership rules, or the effect of further FCC rule revisions on our stations' operations or our business.

The restrictions imposed by the FCC’s ownership rules may apply to a corporate licensee due to the ownership interests of its officers, directors or significant shareholders. If such parties meet the FCC’s criteria for holding an attributable interest in the licensee, they are likewise expected to comply with the ownership limits, as well as other licensee requirements such as compliance with certain criminal, antitrust and antidiscrimination laws.

In order to provide additional spectrum for mobile broadband and other services, the FCC in 2017 conducted an incentive spectrum auction in which some television broadcasters agreed to voluntarily give up spectrum in return for a share of the auction proceeds. No Scripps station went off-air or relinquished a UHF-band allocation for a VHF-band allocation as a result of the auction, but many of Scripps' full-power, Class A, and low-power and translator stations relocated to new channels in the reduced broadcast spectrum band. All Scripps stations completed this transition timely.

Broadcasters are continuing to deploy a new voluntary digital television standard, ATSC 3.0. This Internet-protocol based transmission method permits television stations to offer enhanced and innovative services coupled with much improved broadcast signal reception, particularly by mobile devices. The new standard, however, is incompatible with both existing television receivers and with a station’s ability to continue offering its service via the current ATSC 1.0 digital standard. To avoid loss of service to those viewers who lack a new receiver, stations switching to ATSC 3.0 transmission are required to arrange for a local station that continues to use the current 1.0 standard to air (on a subchannel) programming “substantially similar” to that offered by the switching station on its 3.0 channel. In return, the 3.0 station could host the 3.0 signal of its 1.0

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“host” station. This “simulcasting” requirement is currently due to expire in July 2027. The FCC in an October 2025 Notice proposed eliminating the requirement prior to that date, although we cannot predict whether the FCC will ultimately adopt that proposal. Scripps stations in several markets are operating with the new transmission protocol.

The FCC remains committed to permitting non-broadcast spectrum use in the “white spaces” between television stations' protected service areas despite broadcasters’ concerns about the possibility of harmful interference to their existing service and to the potential for innovative uses of their broadcast spectrum in the future. In 2015, the FCC proposed to reserve a 6 MHz “vacant channel” in each market for non-broadcast, unlicensed services (including wireless microphones) which, if adopted, would have further reduced the spectrum available for television broadcasting. The reservation of spectrum in the “broadcast” band for interference-protected non-broadcast services could have had a particularly adverse effect on the ability of low-power and translator television stations to offer service since these stations enjoy only “secondary” status that offers no protection from interference caused by a full-power station. In late 2020, the FCC declined to adopt its own vacant channel proposal, although it continues to explore other ways to allow use of “white spaces” by unlicensed operators. We cannot predict the outcome of these proceedings or their possible impact on the Company.

Full-power broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station. Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies. Similarly, satellite video providers are required to carry the signal of those television stations that request carriage and that are located in markets in which the satellite carrier chooses to retransmit at least one local station. Satellite video providers may not carry a broadcast station without its consent. For stations that do not elect mandatory carriage, FCC rules require parties to negotiate in “good faith” for retransmission consent agreements, and the FCC has imposed significant fines on parties who have been found to have violated these requirements. The Company has elected to negotiate retransmission consent agreements with cable operators and satellite video providers for the majority of both our network-affiliated stations and our independent stations. Prior to the Company’s 2021 acquisition of ION, only two Scripps stations had elected “must-carry” status, but almost all acquired ION stations rely on “must carry” to ensure carriage.

Other proceedings before the FCC and the courts have reexamined the policies that protect television stations' rights to control the distribution of their programming within their local service areas. For example, the FCC in 2014 initiated a rulemaking proceeding on the degree to which an entity relying upon the Internet to deliver video programming should be subject to the regulations that apply to multi-channel video programming distributors (“MVPDs”), such as cable operators and satellite systems. While the major broadcast networks secured a victory in their lawsuit against the streaming service Locast, with the court finding that its retransmission of local television stations’ signals without their consent violated copyright law, the application of copyright law to other streaming services remains uncertain.

In late 2025, the FCC also initiated a proceeding to gather information and examine the state of the relationships between networks and their affiliated broadcast stations, including how changes in the network-affiliate relationship are impacting local stations’ ability to satisfy their public interest obligations. We cannot predict the outcome of these or any other FCC proceedings or their possible impact on the Company.

The FCC may impose substantial penalties for violations of its rules and policies. While uncertainty continues regarding the scope of the FCC's authority to regulate or influence program content, including indecent programming, the agency has increased its enforcement efforts regarding other programming issues such as sponsorship identification (including specific rules related to foreign-sponsored programming), broadcasting improper emergency alerts and extending service to persons with disabilities. We cannot predict the effect of the FCC’s enforcement efforts on the Company.

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Employees and Human Capital Management

Our people are central to our ability to serve audiences, execute our strategy and sustain long-term performance in a rapidly evolving media environment. We focus on building a high-performing organization by attracting, developing and retaining future-ready talent with the skills, leadership and adaptability required. Through continuous learning, thoughtful integration of technology and artificial intelligence and strong governance, we seek to support our workforce, enhance how work gets done and align our human capital strategy with long-term shareholder value.

Employees

As of December 31, 2025, we had approximately 4,600 employees, including full-time and part-time employees. Various labor unions represent approximately 330 employees, all of which are in Local Media. We have not experienced any work stoppages at our current operations since 1985. We consider our relationships with our employees to be good.

Social Impact

Our senior leadership team collaborates with business and human resource leaders to develop and implement objectives and initiatives that are focused on our workforce (creating spaces where all are included, engaged and able to grow), workplace (brainstorming and co-creating so that learning, helping each other, sharing ideas and belonging are just part of how we get things done) and community (connecting what we do at work with how we give back). At its core, this work is about creating an environment where every employee feels empowered to contribute, connect and grow in ways that are both personally fulfilling and impactful to our collective success.

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining and incentivizing our existing and future employees. We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits. Our compensation philosophy is based on rewarding each employee’s individual contributions by using a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role. In addition, as part of our long-term incentive plan for executives and certain employees, we provide share-based compensation to foster our merit-based culture; align our business leaders’ interests with those of our shareholders; and attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees with access to flexible and convenient health and welfare programs intended to meet their needs and the needs of their families. In addition to standard medical coverage, we offer eligible employees dental and vision coverage, health savings and flexible spending accounts, paid time off, employee assistance programs, voluntary identity theft protection, access to student loan assistance programs, voluntary short-term and long-term disability insurance and term life insurance. We also offer a voluntary Employee Stock Purchase Plan ("ESPP") whereby employees can elect to purchase company stock at a discounted price through payroll deductions. Additionally, we offer a 401(k) defined contribution plan to employees and an executive deferred compensation plan to certain senior-level employees. Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

At Scripps, the health and well-being of our employees and their families is important to us. This is why we offer a comprehensive benefits package known as the Scripps Choice Plan, which is designed to meet the needs of our workforce.

Professional Development and Training

At Scripps, we recognize that our employees are the foundation of our success. To support their growth and align with the evolving needs of our business, we have prioritized offering flexible, impactful learning and development opportunities. Our programs empower employees at all levels—whether they are new to their roles, aspiring leaders, or seasoned professionals—to develop the skills needed for both current and future success.

We are committed to fostering a culture of continuous learning. In 2025, employees completed training courses tailored to specific roles and skill sets. Our approach ensures that training adapts to the demands of the business, with a focus on building

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competencies critical to future success. Employees can also update their skills, interests and experiences in our career development platform, enabling us to align opportunities with their aspirations and encourage self-driven career exploration.

In 2025, Scripps launched Engine Room, an enterprise Artificial Intelligence ("AI") platform designed to support both organization-wide capability building and function-specific skill development. The platform is paired with enterprise training to establish baseline AI literacy, along with role-based coaching agents that provide employees and leaders with timely guidance to support performance, learning and decision-making within defined guardrails.

Early adoption and sustained engagement with Engine Room reflect strong employee interest in practical, responsible uses of AI to support their work. These results are the product of a deliberate partnership between Human Resources, Technology and business leaders, reinforcing our belief that successful AI adoption is driven as much by culture and change management as by technology itself.

Visible executive sponsorship, consistent communication and a clear articulation of the “why” behind AI have created a structured environment for experimentation, enabling employees to contribute to how AI is applied in their roles rather than resist its introduction. This work reinforces a learning culture where employees are encouraged to build new skills as roles and technologies evolve.

Our approach emphasizes responsible AI use, with governance and oversight integrated into platform design and deployment. As Engine Room continues to evolve, it supports Scripps’ broader efforts to build future-ready capabilities, reclaim time for higher-impact work, and adapt to ongoing industry change, aligning human capital and technology investments in service of long-term business objectives.

Our leadership programs are designed to cultivate effective leaders at every level, from first-time managers to future executives. These programs emphasize continuous learning through flexible formats, including self-paced modules, cohort-based learning and live workshops. Participants gain critical skills such as effective communication, team management and strategic thinking, reinforced through experiential opportunities like coaching and mentorship. By investing in leadership development, we foster stronger team performance, increased employee engagement and a robust pipeline of future leaders.

To keep pace with rapidly evolving technology, we provide targeted training for employees in key areas such as journalism and sales. These initiatives combine hands-on learning, mentorship, and on-demand resources to enhance job-specific skills. From storytelling and investigative journalism to strategic marketing and client engagement, our training programs are tailored to meet various learning preferences, ensuring employees can grow at their own pace while staying aligned with industry advancements.

By investing in our people, we equip them to thrive in a dynamic environment while driving the innovation and excellence that define Scripps.

Communication and Engagement

We strongly believe Scripps’ success depends on employees understanding how their work contributes to the Company’s overall strategy. To that end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including frequent emails and videos from corporate leaders to all employees; an employee portal featuring timely articles, information and employee stories; daily company social media engagement; and regular town hall meetings with the CEO and other leaders.

Our industry continues to go through an unprecedented time of change, and we require a high-performing culture to keep up. It is a strategic priority for us. We believe that candid feedback from employees can help us better understand our culture and where we can make improvements. To assist with gathering feedback, last year we introduced Scripps Voice, an ongoing listening program, across the Company. The program consists of bi-weekly, five-question pulse surveys with immediate access to results for managers. It is designed to be most effective at the team level, understanding that widespread positive and sustainable culture begins at the team level. We also welcome communication from our employees through focus groups and town hall meeting surveys.

In addition, Scripps employees across the country are giving back in their local communities through reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes. Scripps offers a paid volunteer time-off program to encourage eligible employees to actively participate in their communities by volunteering their time, talents and resources. Volunteerism helps to build employee morale and skills, encourages teamwork, promotes loyalty and job satisfaction and helps improve the communities in which we live and work.