What changed in this filing

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Item 1. Business

2025-03-12 compared with 2024-02-23 · 93 added, 139 removed, 318 unchanged (42% of the section changed)

Founded in 1878, The E.W.

Scripps Company motto is "Give light and the people will find their own way." Our mission is to do well by doing good — creating value for customers, employees and owners by informing, engaging and empowering those we serve.

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, FOX and the CW.

The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff.

Effective in January 2023, we merged our nationally focused news resources into a national outlet called Scripps News.

Scripps News combines the development and distribution of Newsy programming, the Local Media national desk and our award-winning investigative reporting newsroom in Washington, D.C.

into one coordinated organization.

The combined operation more efficiently serves national audiences and our local television stations.

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 produce 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.

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.

Scripps is a leader in free, ad-supported television.

All of our local stations and national networks reach consumers over the air, and all of our television brands can also be found on free streaming platforms.

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.

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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.

During 2023, we continued our efforts to build awareness, grow the broadcast marketplace and improve consumers over-the-air television experiences by relaunching a new version of our Tablo product.

In December 2022, we launched Scripps Sports to further leverage our local market depth and national broadcast reach for partnerships with sports leagues, conferences and teams.

In addition to the market depth of our local broadcast television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches nearly 100% of U.S.

television households through broadcast, cable/satellite and connected TV platforms, providing it the opportunity to run localized, regionalized and national programming.

Scripps Sports is comprised of a limited number of employees who seek and negotiate sports rights for the benefit of our Local Media and Scripps Networks businesses.

The revenues earned and any sports rights fees or other direct expenses incurred reside within those respective businesses.

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.

Lisa Knutson was named chief operating officer, assuming responsibility for the Local Media and Scripps Networks operating divisions, and was tasked with leading the Company’s restructuring efforts.

The restructuring aims to create 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 currently anticipate this effort will result in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

On March 27, 2023, we shut down the multicast network TrueReal, merging certain of its programming with that of Defy TV, and began leasing the additional spectrum it created on our owned and operated stations to Jewelry Television.

In connection with the TrueReal restructuring, we relinquished rights to portions of their programming library.

On April 20, 2023, we announced a multi-year agreement to televise regular season Friday night WNBA games on ION.

The WNBA Friday Night Spotlight on ION included games available nationally as well as games made available on a regional basis.

On May 4, 2023, we announced a multi-year agreement with the Vegas Golden Knights to televise the National Hockey League's team's games in Las Vegas and surrounding markets.

The games aired on our local station KMCC, and our Las Vegas ABC affiliate KTNV provided marketing and promotion.

On October 5, 2023, we announced a multi-year agreement with the Arizona Coyotes to televise their locally broadcast games to residents of Arizona and surrounding states within the team's broadcast territory.

Games will air on our television stations within the Phoenix, Tucson and Salt Lake City markets.

On November 9, 2023, we announced a multi-year agreement with the National Women's Soccer League to nationally televise Saturday night games on ION.

These regular season matches will be distributed over 25 exclusive Saturday night double-headers beginning with their 2024 season.

Financial information for each of our business 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.

The strategic restructuring and reorganization 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.

This initial reorganization of the operating structure was substantially completed by the end of the 2024 second quarter and resulted in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

We also have continued to identify efficiency opportunities within the functional departments of our organization, which resulted in additional restructuring charges over the last two quarters of 2024.

In April 2024, we began a public process to explore the sale of our Bounce multi-cast television network.

Bounce, which is available in approximately 95% of U.S.

television broadcast homes, broadcasts a combination of syndicated shows, movies and original content that is created for Black audiences.

On July 2, 2024, we announced a multi-year agreement with the National Hockey League's Florida Panthers ("Panthers"), which began with the 2024-2025 season.

Under the new agreement, we have the ability to televise all locally produced Panthers preseason, regular-season and round one games of the postseason with distribution on cable, satellite and over-the-air television.

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

Beginning at the start of 2025, the scaled back Scripps News operation is expected to generate annualized net savings of $35 million.

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 contributed cash consideration of $6.4 million for our 25% ownership interest in the joint venture.

On March 10, 2025, we entered into a Transaction Support Agreement (“TSA”) that was reached with certain of the Company’s lenders.

Concurrently, we entered into commitment letters to provide for a new accounts receivable securitization facility and a new revolving credit facility.

Transactions contemplated by the TSA and commitment letters, which still need to be consummated, include, among others, entering into new revolving credit and asset securitization facilities and the exchange or repayment of certain of our existing term loans.

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.

Our Local Media segment includes more than 60 local television stations and their related digital operations.

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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 seven CW affiliates - four on full power stations and three on multicast;

seven independent stations and 10 additional low power stations.

We also have 11 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.

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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 local television websites, smartphone apps, tablet apps and other platforms.

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.

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the Olympics or the Super Bowl).

example, our NBC affiliates currently benefit from incremental advertising demand from the coverage of the Olympics.

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.

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It is also sold to political action groups (PACs) and other advocacy groups.

Political advertising revenues were 2.4% of our Local Media segment's revenues in 2023, an off-cycle election year.

Political advertising revenues were 20% of our Local Media segment's revenues in 2024, an election year.

Political advertising revenues increase significantly during even-numbered years when local, state and federal elections occur.

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Expires in Market Rank (1)

WFTS-TV Tampa-St.

Petersburg, FL - Ch.

KNXV-TV Phoenix, AZ - Ch.

15 ABC/15 2026 2030 11

KASW -TV Phoenix, AZ - Ch.

61 Ind/27 N/A 2030 11

WMYD-TV Detroit, MI - Ch.

20 CW/31 2024 2029 12

20 Ind/31 N/A 2029 12

WXYZ-TV Detroit, MI - Ch.

7 ABC/25 2026 2029 12

KNXV-TV Phoenix, AZ - Ch.

WFTS-TV Tampa-St.

Petersburg, FL - Ch.

28 ABC/17 2026 2029 13

KASW -TV Phoenix, AZ - Ch.

61 Ind/27 N/A 2030 13

KMGH-TV Denver-Aurora, CO - Ch.

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3 Ind/23 N/A 2030 16

WSFL-TV Miami, FL - Ch.

39 CW/27 2024 2029 17

WEWS-TV Cleveland, OH - Ch.

5 ABC/15 2026 2029 17

WSFL-TV Miami, FL - Ch.

39 Ind/27 N/A 2029 18

WMAR-TV Baltimore, MD - Ch.

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6 ABC/25 2026 2029 27

WTVF-TV Nashville, TN - Ch.

5 CBS/36 2024 2029 28

KMCI-TV Kansas City, MO - Ch.

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41 NBC/36 2027 2030 28

WTVF-TV Nashville, TN - Ch.

5 CBS/36 2026 2029 29

WTMJ-TV Milwaukee, WI - Ch.

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10 ABC/10 2026 2030 33

WCPO-TV Cincinnati, OH - Ch.

9 ABC/26 2026 2029 34

KSTU-TV Salt Lake City, UT - Ch.

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9 Ind/34 N/A 2029 37

WCPO-TV Cincinnati, OH - Ch.

9 ABC/26 2026 2029 36

KTNV-TV Las Vegas, NV - Ch.

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34 Ind/32 N/A 2030 41

WXMI-TV Grand Rapids-Kalamazoo, MI - Ch.

17 FOX/19 2026 2029 42

WGNT-TV Norfolk-Virginia Beach, VA - Ch.

27 CW/20 2024 2028 43

27 Ind/20 N/A 2028 42

WTKR-TV Norfolk-Virginia Beach, VA - Ch.

3 CBS/16 2025 2028 42

WXMI-TV Grand Rapids-Kalamazoo, MI - Ch.

17 FOX/19 2025 2029 43

WKBW-TV Buffalo, NY - Ch.

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KWBA-TV Tucson, AZ - Ch.

58 CW/21 2024 2030 70

58 Ind/21 N/A 2030 73

KGUN-TV Tucson, AZ - Ch.

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6 NBC/26 2027 2030 135

KPAX-TV Missoula, MT - Ch.

8 CBS/7 2024 2030 164

KTVQ-TV Billings, MT - Ch.

2 CBS/10 2026 2030 164

KPAX-TV Missoula, MT - Ch.

8 CBS/7 2026 2030 167

KXLF-TV Butte-Bozeman-Silver Bow, MT - Ch.

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(1) Market rank is based on the 2024 Comscore HH Universe estimates.

(2) Application for renewal of the license was submitted timely to the FCC.

Under FCC rules, the license expiration date is automatically extended pending FCC review of and action on the renewal application.

Historically, we have been successful in renewing our FCC licenses.

SCRIPPS NETWORKS

Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff.

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 digital distribution.

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.

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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 Johnson.

Original programming includes the hit series Johnson and Mind Your Business.

Bounce XL is available as either an app or FAST channel with distribution on multiple streaming services.

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Court TV is available as either an app or FAST channel with distribution on multiple streaming services.

Defy TV reaches approximately 95% of U.S.

television broadcast homes and is a network that immerses viewers in the originality and eccentricity of those who cut against the grain.

Programming includes reality-based series such as Pawn Stars , Forged in Fire , American Pickers and Storage Wars.

Grit is available in approximately 98% of U.S.

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ION Mystery is available as a FAST channel with distribution across multiple streaming services.

ION Plus is available in approximately 92% 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 is available in approximately 98% of U.S.

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Laff More is available as a FAST channel with distribution across multiple streaming services.

Scripps News is our national news network focused on bringing objective, fact-based reporting and analysis on world and national news, including politics, entertainment, science and technology.

Scripps News remains the nation's only free 24/7 broadcast news network, available in approximately 91% of U.S.

television broadcast homes.

Scripps News is also available on multiple streaming services as either an app or FAST channel.

The network’s programming lineup includes Morning Rush , In the Loop with Christian Bryant , Scripps News Reports with Chance Seales and Scripps News Showcase .

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 The National Report, Morning Rush, Scripps News On The Scene, Happening Now In America, Today as it Happened and Scripps News Showcase.

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

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Worth, TX 25 2030 5

WPXW Washington, DC 35 2028 6

WWPX Washington, DC 13 2028 6

WBPX Boston, MA 22 2031 7

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WPXG Boston, MA 23 2031 7

WPXW Washington, DC 35 2028 7

WWPX Washington, DC 13 2028 7

WPXA Atlanta, GA 16 2029 8

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KSPX Sacramento, CA 21 2030 20

WINP Pittsburgh, PA 16 2031 22

Louis, MO 28 2029 23

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WRPX Raleigh-Durham, NC 32 2028 25

WINP Pittsburgh, PA 16 2031 24

KPXG Portland, OR 22 2031 26

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KFPX Des Moines, IA 36 2030 71

WPXR Roanoke-Lynchburg, VA 27 2028 72

WIPL Portland, ME 24 2031 74

WPXR Roanoke-Lynchburg, VA 27 2028 75

WLPX Charleston-Huntington, WV 18 2028 78

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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.

The FCC recently concluded the review that commenced in 2018, adopting an Order that largely retained the existing multiple ownership rules and added a prohibition on television broadcasters using multicast channels or low power television stations to acquire two “top-four” affiliations in a single market.

In an Order released in December 2023, the FCC concluded the review that commenced in 2018, largely retaining the existing multiple ownership rules and adding a prohibition on television broadcasters using multicast channels or low power television stations to acquire two “top-four” affiliations in a single market.

Existing combinations of two or more “top-four” affiliations are allowed to continue but cannot be sold together to a single buyer.

Court challenges to the Commission’s Order are expected.

The 2022 quadrennial review of the ownership rules remains open.

The rule changes adopted in December 2023 went into effect in March 2024.

Those changes have been challenged in Court, and those cases remain pending.

The 2022 quadrennial review of the ownership rules also remains open.

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.

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Scripps' current national audience reach is 38.0% of television households after application of the “UHF discount.”

We cannot predict the outcome of these open proceedings, the expected court reviews of the FCC's most recent changes to its television ownership rules, or the effect of further FCC rule revisions on our stations' operations or our business.

We cannot predict the outcome of these open proceedings, including pending court reviews of the FCC's most recent changes to its television 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.

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In 2022, Congress passed the Low Power Protection Act, which directed the FCC to adopt rules that will allow certain low-power television stations in smaller markets to apply for “Class A” regulatory status, which will provide those stations with increased protection from interference.

The FCC has adopted rules implementing the Low Power Protection Act, although those rules have not yet gone into effect.

When those rules become effective, eligible stations will have one year in which to apply for “Class A” status.

FCC rules implementing the Low Power Protection Act went into effect May 31, 2024, and eligible stations have until May 30, 2025 to apply for “Class A” status.

While certain low power television stations owned by the Company may be eligible to apply for this status, we cannot predict the outcome of any such applications or their possible impact on the Company.

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Satellite video providers may not carry a broadcast station without its consent.

For stations that do not elect mandatory carriage, FCC rules most recently revised in 2020 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.

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 all acquired ION stations rely on “must carry” to ensure carriage.

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.

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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 indecent programming, the agency has increased its enforcement efforts regarding other programming issues such as sponsorship identification, broadcasting improper emergency alerts and extending service to persons with disabilities.

We cannot predict the effect of the FCC’s expanded enforcement efforts on the Company.

While uncertainty continues regarding the scope of the FCC's authority to regulate 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.

Employees and Human Capital Resource Management

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We believe our culture and commitment to our employees help us attract and retain our qualified talent, while simultaneously providing significant value to Scripps and its shareholders.

In January 2023, we announced a strategic 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.

We created the role of chief operating officer to oversee both the Scripps Networks and Local Media businesses.

The chief operating officer is leading the reorganization process to create a nimbler organizational structure, including the centralization of certain services as well as the consolidation of layers in management.

Underlying our intent to restructure and reorganize is a sincere commitment to the Scripps mission.

Our company has a long history of evolving to meet the changing needs of the media consumer.

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We consider our relationships with our employees to be good.

Equity, Diversity and Inclusion

Scripps is committed to an equitable, diverse and inclusive workplace that reflects the communities where we live, work and play.

Our goal is to support all employees with the resources and development opportunities they need to write their own stories.

Our overarching Equity, Diversity and Inclusion ("EDI") strategy focuses on building awareness of the importance of EDI in our workplaces and communities, empowering leaders to employ EDI practices in their business units or reporting structures, and tracking its equity, diversity and inclusion efforts, which culminates in required regulatory reporting (Equal Employment Opportunity-1 reports), divisional analysis and regular reports to the Company’s Board of Directors.

Leading Scripps' diversity, equity and inclusion strategies across the enterprise is the chief diversity & inclusion officer ("CDO").

This past year, we designated the CDO as a standalone role with a singular focus on EDI that directs our EDI strategy based on our guiding principles:

• Culture - To foster a culture that embraces each person's diversity and empowers employees to reach their full potential,

• People - To attract and retain diverse talent through strategic recruiting practices and professional development to reflect the communities we serve, and

• Business - to create additional value for Scripps and drive stronger business results by leveraging new ideas and innovation that stem from a culture of inclusion.

The CDO's team partners with business, senior leadership and human resources leaders to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ EDI commitment.

The components of these plans include:

• Enterprise HR Objective:

Foster diverse, inclusive, respectful workplaces focused on recruiting and developing talent that drives a high-performance, mission-oriented culture to support business objectives.

• EDI Mission:

Cultivate a culture of inclusion where everyone is valued, informed and empowered to fully realize their Scripps story.

• EDI Vision:

Transforming our business and the communities where we live, work and play by acknowledging, incorporating and uplifting our increasingly diverse world.

Our four diversity pillars are:

Race, Gender, LGBTQ+ and veterans, and we hope to add a fifth, disability, before year end 2024.

As a foundation of our EDI journey, we work to help both employees and external stakeholders understand how and why Scripps is focused on a more equitable, diverse and inclusive workplace.

The awareness and educational part of our strategy is foundational to improving representation in our workforce.

We now celebrate our history and heritage months throughout the year and ensure ongoing learning opportunities through The Welcome Table, which highlights educational awareness;

Courageous Conversations, showcasing robust, candid discourse among employees and speakers;

EDI Academy, which promotes intimate topical exchanges;

EDI Journey, which pairs two employees from diverse backgrounds on a six-week getting-to-know you program filled with meaningful conversations, and our annual Diversity Symposium.

To engage employees deeper in our organization, we’ve also introduced our EDI Advisory Council, which will leverage employee perspectives on our EDI strategy and supporting tactics.

Our Employee Resource Groups have increased across the organization, with each diversity pillar represented.

In 2023, we held our third annual EDI Symposium, which is our annual, weeklong event featuring internal and external speakers talking to our employees about multiple dimensions of difference including, but not limited to, visible and invisible disabilities, behavioral health and wellness and EDI and appearance bias related to size, tattoos and hair texture.

More than 3,800 employees joined 14 inspiring sessions.

Of those, 39% were in manager and executive roles.

At its core, our EDI work is about engaging every employee and helping them to participate at work at their fullest level, to achieve a truly inclusive workplace culture where they experience the satisfaction of belonging and performing well.

Scripps is committed to a workplace that reflects the communities where we live, work and play.

Our senior leadership team collaborates with business and human resources leaders to develop and implement objectives and initiatives that are focused on culture (educating, developing, and growing), people (attracting and retaining), and business (accessible/engaged leadership, accountability, and transparency).

At its core, our work is about engaging every employee and helping them to participate at work in a way that is most fulfilling for them to experience a workplace culture where they experience the satisfaction of belonging and performing well.

Compensation and Benefits

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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 and striving to achieve equal pay for equal work regardless of gender, race or ethnicity.

We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role.

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.

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Additionally, we offer a 401(k) defined contribution plan to employees and an executive deferred compensation plan to certain senior-level employees.

Through the Scripps Howard Fund, our employees have opportunities to apply for grants to support their volunteer efforts in local communities as well as charitable contribution matching gifts.

Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

Commitment to Values and Ethics

Along with our core values, we demonstrate a commitment to operate at the highest ethical standards by enforcing the principles in Scripps’ Code of Conduct, which is applicable to all employees and sets forth expectations and guidance for employees to make appropriate decisions.

Our Code of Conduct covers topics related to accounting and auditing matters, antitrust activity, confidentiality and privacy, conflict of interest, discrimination or harassment, diverting of product or business activity, embezzlement, employee relations, falsification of contracts, reports or records, gifts or entertainment, improper supplier or contractor activity, leadership or management issues, securities law violations, sexual harassment, substance abuse, theft, and unsafe working conditions, among other things.

The Code of Conduct reflects our commitment to operating in a fair, honest, responsible and ethical manner and also establishes a means for employees to submit confidential and anonymous reports of suspected or alleged violations of our policies (including through an anonymous hotline).

Our executive officers and supervisors maintain “open door” policies and any form of retaliation is strictly prohibited.

Our chief ethics officer is responsible for the implementation and oversight of the Code of Conduct, monitors the ethics hotline, investigates ethics concerns and reports to the Board's Nominating & Governance Committee on related quarterly activity.

Additionally, the Company has in place a Code of Business Conduct and Ethics for the chief executive officer and the senior financial and accounting officers.

We also require our journalists to read and sign our Journalism Code of Ethics, and we provide Social

Media Guidelines that help our employees understand how to protect the reputations of themselves and the Company on social media platforms.

Professional Development and Training

We believe a key factor in employee retention is training and professional development for our people.

We have designed training programs to meet the needs of various roles, specialized skill sets and departments across the Company.

In addition, we have dedicated time, resources and focus to developing people leaders across all levels of the organization, from the first-time frontline manager to aspiring executive.

We use certain workforce metrics to inform the structure and effectiveness of our programs.

These metrics include performance and productivity, employee internal movement and voluntary turnover.

To assist employees with career growth and exploration, we invite them to update their interests, experience and skills in our human capital management system.

This provides visibility into the capabilities and career aspirations of our people, allowing us to map employees to new opportunities and employees to self-explore ways in growing their careers.

Additionally, we use a performance evaluation program that adopts a modern approach to valuing and strengthening individual performance through on-going interactive progress assessments related to established goals and objectives.

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 2024, 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 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.

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

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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;

daily company social media postings;

annual all-employee awards program;

daily company intranet and social media postings;

and regular town hall meetings with the CEO and other executives.

We also welcome communication from our employees through focus groups, employee experience councils and town hall meeting surveys.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business