What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-12 · 29 added, 20 removed, 168 unchanged (23% of the section changed)

14 unchanged sentences

• Local television stations have significant exposure to advertising in the automotive, retail and services industries.

Our national networks have significant exposure to advertising in the consumer-packaged goods, pharmaceutical

and insurance industries.

Our national networks have significant exposure to advertising in the consumer-packaged goods, pharmaceutical and insurance industries.

A disruption in advertising spend within these industries could adversely impact our revenue and we may not be able to secure adequate replacement advertisers.

23 unchanged sentences

Additionally, in certain of our markets, our national networks are carried by local television broadcasters and cable and satellite operators pursuant to negotiated carriage agreements.

These contracts typically require us to make fixed fee payments and generally have three to five-year terms.

These contracts typically require us to make fee payments and generally have three to five-year terms.

There is no assurance that we will be able to reach network affiliation or carriage agreements in the future.

9 unchanged sentences

The use of new technologies to redistribute broadcast programming, such as those that rely upon the Internet to deliver video programming or those that receive and record broadcast signals over the air via an antenna and then retransmit that information digitally to customers’ television sets, specialty set-top boxes, or computer or mobile devices, could adversely affect our retransmission revenue if such technologies are not found to be subject to copyright or other legal restrictions or to regulations that apply to MVPDs such as cable operators or satellite carriers.

Changes in the Communications Act of 1934, as amended (the “Communications Act”) or the FCC’s rules with respect to the negotiation of retransmission consent agreements between broadcasters and MVPDs could also adversely impact our ability to negotiate acceptable retransmission consent agreements.

to negotiate acceptable retransmission consent agreements.

In addition, continued consolidation among cable television operators could adversely impact our ability to negotiate acceptable retransmission consent agreements.

14 unchanged sentences

Our business depends upon maintaining our broadcast licenses from the FCC, which has the authority to revoke licenses, not renew them, or renew them only with significant qualifications, including renewals for less than a full term.

The FCC usually grants licenses for an eight-year term.

The next round of renewals begins in 2028.

We cannot assure that future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect operations.

If the FCC fails to renew any of these licenses, it could prevent us from operating the affected stations.

If the FCC renews a license with substantial conditions or

modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue potential.

If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue potential.

• As also discussed under Federal Regulation of Broadcasting, the FCC has adopted broadcasters’ proposal to permit the voluntary use of a new digital television transmission standard, ATSC 3.0, that is incompatible with the existing standard.

5 unchanged sentences

To execute our strategic plan and maintain business continuity, we must attract and retain personnel with appropriate talent and skills.

If we are unable to hire and retain employees capable of performing key functions in our business, or if measures we take to respond to a decrease in labor availability prove ineffective or have unintended negative consequences, our business could be adversely affected.

Sustained labor shortages or increased turnover rates, whether caused by general macroeconomic factors or dynamics within our industry (including a shrinking pool of new talent interested in the media business), could lead to increased costs, such as increased wage rates to attract and retain employees, could negatively affect our revenue and profits and could have an impact on our operations and business continuity.

If we are unable to hire and retain employees capable of performing key functions, or if measures we take to address decreased labor availability are ineffective or result in unintended negative consequences, our business could be adversely affected.

Sustained labor shortages or elevated turnover, whether driven by general macroeconomic conditions or industry-specific dynamics (including a shrinking pool of talent interested in the media business), could increase operating costs, including wage and benefit expenses, and negatively affect our revenue, profitability, operations and business continuity.

Acquisitions, joint ventures and strategic alliances involve risks and, if said risks are not managed effectively, our operating results could be negatively affected.

13 unchanged sentences

Our operations are routinely involved in receiving, storing, processing and transmitting sensitive information.

Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of

service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our clients or vendors.

Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our clients or vendors.

In addition, the rapid global advancement of artificial intelligence and machine learning technologies may also heighten our risks by making cyber attacks more difficult to detect, contain and mitigate.

These events, or our failure to employ new technologies, revise processes and invest in people to sustain our ability to defend against cyber threats, could create financial liability, regulatory sanction, or a loss of confidence in our ability to protect information, and adversely affect our revenue by causing the loss of current or potential clients.

We are subject to risks related to our use of Artificial Intelligence ("AI"), a new and emerging technology, which is in the early stages of commercial use.

We continually evaluate the use of AI in our business processes.

In recent years, the use of AI has come under increased scrutiny.

This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and reliability and accuracy of the information produced, all of which could have a material adverse effect on our business, results of operations and financial position.

Further, new laws, guidance and decisions in this area may limit our ability to use AI or decrease its usefulness.

As a result, we cannot

predict future developments in AI and related impacts to our business and our industry.

If we are unable to successfully adapt to new developments related to, and risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted.

We have issued $600 million in preferred shares, the terms of which restrict us from undertaking certain actions while such preferred shares are outstanding.

1 unchanged sentence

(“Berkshire Hathaway”) provided $600 million of financing for the ION acquisition in exchange for Series A Preferred Shares of the Company.

The preferred shares are redeemable at the option of Scripps beginning on January 7, 2026, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared).

Following Scripps' election to defer the first quarter 2024 dividend payment, the dividend rate on the preferred shares increased from 8% per annum to 9% per annum and will continue at that rate for the remaining periods that the preferred shares are outstanding.

The preferred shares are redeemable at the option of Scripps and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared).

The dividend rate on the preferred shares is 9% per annum for the remaining periods that the preferred shares are outstanding.

As of December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million.

Under the terms of the preferred shares, Scripps is subject to certain restrictions, including being prohibited from paying dividends on and purchasing its common shares until all preferred shares are redeemed.

34 unchanged sentences

The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.

As of December 31, 2024, we had approximately $2.6 billion in aggregate principal amount of outstanding indebtedness, approximately $818 million of which constituted senior unsecured debt, $523 million of which constituted senior secured debt and $1.3 billion of which constituted the aggregate principal amount of term loans under our Credit Agreement.

Our term loan that has an outstanding balance of $721 million and matures in May 2026 is our earliest maturing outstanding debt.

We have the ability to incur up to $585 million of indebtedness under our Credit Agreement that currently matures on January 7, 2026, all of which is secured indebtedness, effectively ranking senior to unsecured indebtedness to the extent of the value of the assets securing such indebtedness.

As of December 31, 2025, we had approximately $2.6 billion in aggregate principal amount of outstanding indebtedness, approximately $392 million of which constituted senior unsecured debt, $1.3 billion of which constituted senior secured debt and $619 million of which constituted the aggregate principal amount of term loans under our Credit Agreement.

Also included in our outstanding indebtedness was an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million.

As of December 31, 2025, the amount outstanding under the securitization facility was $361 million.

Additionally, we have the ability to incur up to $208 million of indebtedness under our Credit Agreement through a revolving credit facility which matures in July 2027, all of which is secured indebtedness, effectively ranking senior to unsecured indebtedness to the extent of the value of the assets securing such indebtedness.

Our outstanding debt could have the following consequences:

7 unchanged sentences

We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.

We do not currently have the necessary cash on hand or projected future cash flows to fund the May 2026 debt maturity.

To address our capital needs, we are in active discussions with funding sources to refinance portions of our outstanding debt.

If we are not able to successfully refinance or restructure our debt, we may need to sell assets, reduce or delay

capital investments, or seek to raise alternative capital.

If we are not able to generate sufficient cash flow to service our obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise alternative capital.

Additional debt or equity financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all.

Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on terms or at times favorable to us.

Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on

terms or at times favorable to us.

If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.

26 unchanged sentences

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 1A. Risk Factors