What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-12 · 114 added, 68 removed, 343 unchanged (35% of the section changed)

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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.

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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 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 three 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 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 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.

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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.

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

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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Senate and House of Representative candidates, as well as for state races and local issues.

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

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

It is also sold to

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.

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28 ABC/17 2026 2029 14

WXPX-TV Tampa-St.

Petersburg, FL - Ch.

66 Ind/29 N/A 2029 14

KMGH-TV Denver-Aurora, CO - Ch.

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6 ABC/25 2026 2029 27

WTVF-TV Nashville, TN - Ch.

5 CBS/36 2026 2029 28

KMCI-TV Kansas City, MO - Ch.

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41 NBC/36 2027 2030 29

WTVF-TV Nashville, TN - Ch.

5 CBS/36 2026 2029 29

WTMJ-TV Milwaukee, WI - Ch.

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6 CBS/23 2027 2028 55

KJRH-TV Tulsa, OK - Ch.

2 NBC/8 2027 2030 62

WGBA-TV Green Bay-Appleton, WI - Ch.

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32 Ind/36 N/A 2029 61

KJRH-TV Tulsa, OK - Ch.

2 NBC/8 2027 2030 63

WLEX-TV Lexington, KY - Ch.

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12 NBC/31 2027 2030 204

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

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

SCRIPPS 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 and Mind Your Business.

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.

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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.

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

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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.

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.

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

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KPXB Houston, TX 32 2030 10

WXPX Tampa-St.

Petersburg, FL 29 2029 13

KPXM Minneapolis-St.

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KSPX Sacramento, CA 21 2030 20

WINP Pittsburgh, PA 16 2031 22

Louis, MO 28 2029 22

WINP Pittsburgh, PA 16 2031 23

WFPX Raleigh-Durham, NC 32 2028 24

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WPXC Jacksonville, FL 24 2029 43

WPXQ Providence, RI 17 2031 50

WPXL New Orleans, LA 33 2029 51

WPXQ Providence, RI 17 2031 53

WQPX Wilkes Barre-Scranton, PA 33 2031 57

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WPXR Roanoke-Lynchburg, VA 27 2028 76

WLPX Charleston-Huntington, WV 18 2028 78

WZRB Columbia, SC 25 2028 78

WLPX Charleston-Huntington, WV 18 2028 79

WSPX Syracuse, NY 36 2031 82

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WTPX Wausau-Stevens Point, WI 19 2029 131

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

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

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”).

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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.

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.

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.

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 38.0% of television households after application of the “UHF discount.”

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.

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.

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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 “host” station.

This “simulcasting” requirement was originally due to “sunset” in 2023 but has been extended by the FCC and is now due to expire in July 2027, unless further extended.

In return, the 3.0 station could host the 3.0 signal of its 1.0

“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.

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We cannot predict the outcome of these proceedings or their possible impact on the Company.

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.

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.

Full-power broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station.

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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 potential streaming services remains uncertain.

We cannot predict the outcome of any FCC initiatives to address the use of new technologies to challenge traditional means of redistributing television broadcast programming or their possible impact on the Company.

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 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.

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.

Employees and Human Capital Resource Management

Scripps operates under the fundamental philosophy that people are our most valuable asset.

Identifying quality talent is at the heart of everything we do, and our business success is dependent upon our ability to attract, develop and retain highly qualified employees.

Our core values of courage, compassion, curiosity and community establish the foundation on which the culture is built and represent the key expectations we have of our employees.

Our goal is to hire the best, to spark their passion for the job and then to nourish their career with tools that will help them learn and excel.

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.

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

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.

As of December 31, 2025, we had approximately 4,600 employees, including full-time and part-time employees.

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We consider our relationships with our employees to be good.

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.

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

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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.

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 medical programs intended to meet their needs and the needs of their families.

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 participate through payroll deductions to purchase company stock at a discounted price.

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

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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 competencies critical to future success.

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.

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.

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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 intranet and social media postings;

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

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.

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