What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-12 · 447 added, 298 removed, 1555 unchanged (32% of the section changed)

8 unchanged sentences

Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Election of Directors” in our definitive proxy statement for the Annual Meeting of Shareholders (“Proxy Statement”).

Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Delinquent Section

16(a) Reports” in the Proxy Statement.

Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Delinquent Section 16(a) Reports” in the Proxy Statement.

We have adopted a code of conduct that applies to all employees, officers and directors of Scripps.

16 unchanged sentences

See Index to Consolidated Financial Statement Information at page F-1.

The reports of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, dated March 12, 2025, are filed as part of this Form 10-K.

The reports of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, dated February 27, 2026, are filed as part of this Form 10-K.

See Index to Consolidated Financial Statement Information at page F-1.

18 unchanged sentences

10-Q 001-10701 4.03 3/31/2023

4.04 Secured Senior Notes Indenture dated as of December 30, 2020

8-K 001-10701 10.1 12/30/2020

4.05 Unsecured Senior Notes Indenture dated as of December 30, 2020

8-K 001-10701 10.2 12/30/2020

4.06 Indenture, dated as of August 6, 2025, by and among The E.W.

Scripps Company, the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee and collateral agent

8-K 001-10701 4.01 8/6/2025

4.07 Rights Agreement, dated as of November 26, 2025, by and between The E.W.

Scripps Company and Computershare Trust Company, N.A., as Rights Agent

8-K 001-10701 4.1 11/25/2025

10.01 The E.W.

5 unchanged sentences

DEF 14A 001-10701 Appendix 3/22/2024

10.03 Amendment No.

2 to The E.W.

Scripps Company 2023 Long-Term Incentive Plan

DEF 14A 001-10701 Appendix 3/20/2025

10.04 Form of Independent Director Nonqualified Stock Option Agreement

27 unchanged sentences

8-K 001-10701 10.3 8/2/2022

10.16 Third Amended and Restated Credit Agreement dated as of April 28, 2017 (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018 and the Fourth Amendment, dated as of May 1, 2019, the Fifth Amendment, dated as of December 18, 2019, the Sixth Amendment, dated as of January 7, 2021, the Seventh Amendment, dated as of March 7, 2023 and the Eighth Amendment, dated as of July 31, 2023)

10-Q 001-10701 10.1 6/30/2023

10.17 Indenture dated as of July 26, 2019

8-K 001-10701 10.1 7/26/2019

10.18 Secured Senior Notes Indenture dated as of December 30, 2020

8-K 001-10701 10.1 12/30/2020

10.19 Unsecured Senior Notes Indenture dated as of December 30, 2020

8-K 001-10701 10.2 12/30/2020

10.17 Securities Purchase Agreement, by and between The E.W.

4 unchanged sentences

8-K 001-10701 10.3 1/4/2021

Scripps Company Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers

10.19 Credit Agreement, dated as of April 10, 2025, by and among the Company, the several banks and other financial institutions and lenders from time to time party thereto and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the lenders, as an issuing bank and as a swingline lender

8-K 001-10701 10.1 4/10/2025

10.20 Receivables Financing Agreement, dated as of April 10, 2025, by and among Scripps SPV, LLC, as borrower, the Persons from time to time party thereto, as lenders and lender representatives, PNC Bank, National Association, as administrative agent, the Company, as servicer, PNC Capital Markets LLC, as structuring agent, joint lead arranger and bookrunner and KKR Capital Markets LLC, as joint lead arranger and bookrunner

8-K 001-10701 10.2 4/10/2025

10.21 First Tier Sale and Contribution Agreement, dated as of April 10, 2025, by and among each of the persons from time to time party thereto, as originators, The E.W.

Scripps Company, as servicer and Scripps SPV Midco, LLC, as buyer

8-K 001-10701 10.3 4/10/2025

10.22 Second Tier Sale and Contribution Agreement, dated as of April 10, 2025, by and among Scripps SPV, LLC, as buyer, The E.W.

Scripps Company, as servicer and Scripps SPV Midco, LLC, as seller

8-K 001-10701 10.4 4/10/2025

10.23 Performance Guaranty, dated as of April 10, 2025, by The E.W.

Scripps Company in favor of PNC Bank, National Association, as administrative agent

8-K 001-10701 10.5 4/10/2025

10.24 Asset Purchase Agreement for the Sale of Television Stations by and among Gray Local Media, Inc., Gray Television Licensee, LLC, Scripps Media, Inc.

and ION Television License, LLC dated as of July 7, 2025

10-Q 001-10701 10.01 9/30/2025

10.25 Asset Purchase Agreement for the Sale of Television Stations by and among Scripps Media, Inc., Scripps Broadcasting Holdings, LLC, ION Television License, LLC, Gray Local Media, Inc.

and Gray Television Licensee, LLC, dated as of July 7, 2025

10-Q 001-10701 10.02 9/30/2025

Scripps Company Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers

Scripps Insider Trading Policy

19 unchanged sentences

SCRIPPS COMPANY

March 12, 2025 By:

February 27, 2026 By:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated, on March 12, 2025.

Signature Title

55 unchanged sentences

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.

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.

2 unchanged sentences

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.

Preferred stock dividends declared and paid in 2023 totaled $48.0 million.

We did not declare or provide payment for any of the 2024 quarterly dividends.

Following deferral of the first quarter 2024 dividend, 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.

Deferral of preferred stock dividend payments provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.

Under the terms of Berkshire Hathaway's preferred equity investment in Scripps, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

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.

We did not declare or provide payment for the preferred stock dividends in any of the 2025 or 2024 quarters.

The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods

that the preferred shares are outstanding.

At December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million and the redemption value of the preferred stock totaled $750 million.

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

Results of Operations

8 unchanged sentences

Selling, general and administrative expenses, excluding depreciation and amortization (563,001) (7.1) % (606,178) (1.4) % (614,769)

Acquisition and related integration costs — — (1,642)

Restructuring costs (9,828) (33,525) (38,612)

4 unchanged sentences

Interest expense (220,968) (210,344) (213,512)

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Loss on extinguishment of debt (12,998) — —

Other financing transaction costs (44,537) — —

Defined benefit pension plan income (expense) (1,284) 674 650

Miscellaneous, net (23,709) 7,160 (1,407)

3 unchanged sentences

2025 compared with 2024

Operating revenues increased $217 million or 9.5% in 2024 compared to 2023, driven primarily by an increase in political revenue of $329 million that was partially offset by a $114 million decrease in core advertising revenue.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $37.5 million or 2.9% in 2024 compared to 2023.

Programming expense increased $20.2 million or 2.4% in 2024 compared to 2023.

During 2023, we entered into sports rights contracts for the airing of games for the National Women's Soccer League ("NWSL") as well as the Vegas Golden Knights and the Utah Hockey Club (formerly the Arizona Coyotes) in the National Hockey League ("NHL").

The 2023 NHL contracts began with the start of the 2023-2024 season in October 2023 and ran through April 2024 and the NWSL contract began with the start of the 2024 season in March 2024.

During 2024, we entered into a sports rights contract for the airing of games for the NHL's Florida Panthers ("Panthers"), which began with the 2024-2025 season in October 2024.

The sports rights fees for these contracts increased programming expense by $33.5 million when compared to the prior year.

Additionally, network affiliation fees for our broadcast television stations increased $5.0 million.

These increases in programming expense were partially offset by a decrease of $13.8 million in carriage affiliation fees and a decrease of $4.6 million in syndicated programming costs.

The year-over-year increase in cost of revenues was also due to a $7.2 million increase in production costs, driven by the television production costs associated with the airing of games under our sports agreements.

Operating revenues decreased $359 million or 14% in 2025 compared to 2024.

In this non-election year, political revenue decreased $341 million.

Distribution revenue decreased $25.9 million in 2025 compared to 2024.

Core advertising revenue increased $2.3 million in 2025 compared to 2024.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $46.3 million or 3.5% in 2025 compared to 2024.

Employee compensation costs decreased $26.5 million in 2025 compared to 2024, primarily attributed to the impact of our restructuring initiatives.

Syndicated programming decreased $19.2 million in 2025 compared to 2024.

Network programming decreased $10.2 million in 2025 compared to 2024, mainly due to carriage affiliation fees.

News service coverage costs decreased $7.8 million in 2025 compared to 2024, driven by the shut down of the over-the-air broadcast for Scripps News.

These cost decreases were partially offset by an increase in sports rights fees of $27.6 million in 2025 compared to 2024.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions.

Selling, general and administrative expenses decreased $8.6 million or 1.4% in 2024 compared to 2023, primarily driven by lower marketing and promotion costs.

Selling, general and administrative expenses decreased $43.2 million or 7.1% in 2025 compared to 2024.

Employee compensation costs decreased $20.9 million in 2025 compared to 2024, primarily attributed to savings achieved through our restructuring efforts.

Additionally, professional and miscellaneous services at Local Media decreased $6.2 million in 2025 compared to 2024, primarily due to an absence of political sales

activities in 2025 compared to 2024.

The year-to-date decrease was also driven by a $6.0 million decrease in advertising and promotions costs and a $5.1 million decrease in our national sales commissions.

Restructuring costs totaled $9.8 million and $33.5 million in 2025 and 2024, respectively.

Restructuring costs in 2025 included severance charges of $5.6 million and operating lease exit costs of $2.1 million.

Remaining restructuring costs in 2025 included outside consulting fees associated with the strategic reorganization efforts.

Restructuring costs in 2024 attributed to the reduction of Scripps News' national news programming included $11.0 million in severance charges and $3.2 million of programming losses.

Restructuring costs incurred in 2024 also included $4.7 million of severance charges for certain executives that accepted voluntary retirement offers in the fourth quarter and $9.7 million in other severance charges associated with the strategic reorganization efforts.

The 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network.

Additionally, 2023 restructuring costs included employee severance related charges of $17.1 million, operating lease impairment charges of $1.3 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

Depreciation and amortization of intangible assets remained relatively flat in 2024 compared to 2023.

During 2023, we recorded $952 million of non-cash charges to reduce the carrying value of goodwill associated with our Scripps Networks reporting unit.

Depreciation and amortization of intangible assets decreased $4.4 million or 2.8% in 2025 compared to 2024.

On April 30, 2025, we completed the sale of our West Palm Beach television station building for cash consideration of $40.0 million and recognized a pre-tax gain from disposition of $31.4 million.

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $20.0 million and recognized a pre-tax gain from disposition of $19.2 million.

Interest expense decreased $3.2 million or 1.5% in 2024 compared to 2023 primarily attributed to financing costs incurred during the third quarter of 2023 related to the amendment of our credit facility.

The pre-tax gains from these transactions are included in the caption "Gains (losses), net on disposal of property and equipment" for 2025 and 2024.

Interest expense increased $10.6 million or 5.1% in 2025 compared to 2024 primarily attributed to the $7.0 million of write-offs of deferred financing costs incurred as part of the April and August 2025 debt transactions discussed in Note 9.

Long-Term Debt.

We incurred a loss on extinguishment of debt of $13.0 million in 2025 as part of the various debt transactions discussed in Note 9.

Long-Term Debt.

Additionally, we incurred non-capitalized transaction costs related to the April and August 2025 debt transactions.

These costs are reflected in the caption "Other financing transaction costs" and totaled $44.5 million in 2025.

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.

The loss was included in the "Miscellaneous, net" caption for 2025.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

2 unchanged sentences

In the fourth quarter of 2024, we recorded a $15.0 million non-cash impairment loss for the write-off of our Misfits gaming investment balance.

The gain and loss from these transactions are included in Miscellaneous, net for 2024.

The gain and loss from these transactions are included in the "Miscellaneous, net" caption for 2024.

The effective income tax rate was 16% and 30% for 2025 and 2024, respectively.

The comparability of our year-over-year effective tax rate was affected by an $855 million non-deductible expense related to the write-down of Scripps Networks goodwill in 2023.

Differences between our effective income tax rate and the U.S.

28 unchanged sentences

Shared services and corporate (88,228) (0.8) % (88,941) (3.3) % (91,954)

Acquisition and related integration costs — — (1,642)

Restructuring costs (9,828) (33,525) (38,612)

3 unchanged sentences

Interest expense (220,968) (210,344) (213,512)

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Loss on extinguishment of debt (12,998) — —

Other financing transaction costs (44,537) — —

Defined benefit pension plan income (expense) (1,284) 674 650

Miscellaneous, net (23,709) 7,160 (1,407)

25 unchanged sentences

2025 compared with 2024

Total Local Media revenues increased $276 million or 20% in 2024 compared to 2023.

During this election year, political revenues increased $310 million in 2024 compared to 2023.

Distribution revenues increased $11.8 million or 1.6% in 2024 compared to 2023.

During 2023, we completed renewal negotiations on distribution agreements covering about 75% of our subscriber households.

Distribution revenues were favorably impacted by rate increases of 8.0% in 2024 compared to 2023, which were partially offset by mid-single-digit subscriber declines.

Local Media revenues were also impacted by a decrease in core advertising revenues of $46.6 million or 7.8% in 2024 compared to 2023, due in part to displacement from political advertising.

Total Local Media revenues decreased $329 million or 20% in 2025 compared to 2024.

During this non-election year, political revenues decreased $323 million in 2025 compared to 2024.

Distribution revenues decreased $15.6 million or 2.0% in 2025 compared to 2024.

Distribution revenues were unfavorably impacted by mid-single-digit subscriber declines.

These subscriber declines were partially offset by rate increases which favorably impacted distribution revenues by 3.6% in 2025 compared to 2024.

During 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households.

These renewal rates were effective as of March 31, 2025.

Local Media revenues were also impacted by an increase in core advertising revenues of $13.3 million or 2.4% in 2025 compared to 2024.

Costs and expenses

Employee compensation and benefits increased $1.4 million or 0.3% in 2024 compared to 2023.

Employee compensation and benefits decreased $16.6 million or 3.8% in 2025 compared to 2024, due to savings achieved through our restructuring efforts and lower bonus compensation year-over-year.

Programming expense increased $24.2 million or 4.6% in 2025 compared to 2024.

Costs attributed to the Vegas Golden Knights, Utah Hockey Club (formerly the Arizona Coyotes) and Florida Panthers sports rights agreements increased programming expense by $25.2 million in 2024 compared to 2023.

Other expenses increased $20.8 million or 11% in 2024 compared to 2023.

Production costs from live television programming increased $7.8 million in 2024 compared to 2023, primarily driven by the costs associated with airing of games

under our sports agreements.

Professional services costs, primarily attributed to political sales activities, increased $5.7 million in 2024 compared to 2023.

The 2024 year-over-year increase was also due to higher news services expense of $3.5 million, higher rating services cost of $2.5 million and higher advertising and promotion costs of $2.3 million.

During 2025, we entered into sports rights contracts for the airing of games for the Women's National Basketball Association's Las Vegas Aces, which began with the start of the regular season in May 2025, and the National Hockey League's Tampa Bay Lightning, which began with the 2025-2026 National Hockey League preseason in late September 2025.

During 2024, we entered into a sports rights contract for the airing of games for the National Hockey League's Florida Panthers, which began with the 2024-2025 season in October

Costs attributed to these sports rights agreements, as well as contractual rate increases for the Vegas Golden Knights and the Utah Mammoth (formerly the Utah Hockey Club/Arizona Coyotes) agreements increased programming expense by $23.5 million in 2025 compared to 2024.

Other expenses decreased $16.7 million or 8.3% in 2025 compared to 2024.

Professional and miscellaneous services decreased $6.2 million in 2025 compared to 2024, primarily due to an absence of political sales activities in 2025 compared to 2024.

Facility and rental costs decreased $6.3 million in 2025 compared to 2024.

Additionally, advertising and promotion costs decreased $4.4 million in 2025 compared to 2024.

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

15 unchanged sentences

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $31.6 million or 3.8% in 2025 compared to 2024.

Beginning in the second quarter of 2023, we started to sunset a low-margin programmatic product that decreased revenues 1.9% year-over-year.

The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered.

Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 8.8% year-over-year.

Lower ratings were partially offset by an increase in advertising spots sold which increased revenues 2.0% year-over-year.

Additionally, during this election year, political advertising increased revenues by 2.2%.

Lower ratings in our key monetized demographics, unfavorably impacted Scripps Networks revenues by 6.7% in 2025 compared to 2024.

Lower ratings were partially offset by an increase in connected TV ("CTV") revenue and an increase in advertising spots sold.

CTV revenue increased revenues by 3.4% in 2025 compared to 2024.

An increase in advertising spots sold increased revenues by 2.6% in 2025 compared to 2024.

Cost and Expenses

Employee compensation and benefits decreased $3.8 million or 3.1% in 2024 compared to 2023 driven by the savings achieved through our restructuring efforts.

Employee compensation and benefits decreased $34.1 million or 28% in 2025 compared to 2024.

In the fourth quarter of 2024, we shut down the over-the-air broadcast for Scripps News.

The savings achieved from this Scripps News action and other restructuring efforts were the primary contributor to the year-over-year decrease in employee compensation and benefits.

Programming expense decreased $26.6 million or 7.5% in 2025 compared to 2024.

Costs attributed to sports rights agreements with the Women's National Basketball Association and the National Women's Soccer League increased programming expense by $11.8 million in 2024 compared to 2023.

Carriage affiliation fees decreased $13.8 million and syndicated programming decreased $2.3 million in 2024 compared to 2023.

Carriage affiliation fees decreased $10.9 million in 2025 compared to 2024.

Syndicated programming costs decreased $18.9 million in 2025 compared to 2024.

These decreases were partially offset by an increase in sports rights fees of $3.7 million in 2025 compared to 2024.

Other expenses decreased $17.6 million or 10% in 2025 compared to 2024.

The programmatic product we started sunsetting in the second quarter of 2023 decreased other expenses 7.8% year-over-year.

The shut down of the over-the-air broadcast for Scripps News accounted for $5.6 million of the year-over-year decrease.

Other expenses also decreased due to lower national sales commissions of $2.5 million.

Shared services and corporate

7 unchanged sentences

Liquidity and Capital Resources

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facility.

On April 10, 2025, we completed a series of previously announced refinancing transactions, which included replacing our $585 million revolving credit facility with a new $208 million revolving credit facility, maturing on July 7, 2027, and a new $70.0 million non-extended revolving credit facility, which matured on January 7, 2026.

We also entered into an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million.

The maximum availability allowed for the securitization facility is limited by our eligible accounts receivable balances.

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility.

Our primary source of cash is generated from our ongoing operations and can be affected by various risks and uncertainties.

At the end of December 2024, we had $23.9 million of cash on hand and $578 million of additional borrowing capacity under our revolving credit facility that currently expires on January 7, 2026.

As of December 31, 2024, we did not have a balance drawn on our credit facility.

While we expect to make borrowings and repayments on the facility during the first half of 2025, we do not anticipate having a balance drawn at the end of the third or fourth quarters of 2025.

Any balance drawn at a quarterly reporting period would be reflected as current debt in our Consolidated Balance Sheet.

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

We do not currently have the necessary cash on hand or projected future cash flows to fund that debt maturity and are in active discussions with funding sources to refinance portions of our outstanding debt.

At the end of December 2025, we had $27.9 million of cash on hand and $271 million of additional borrowing capacity under our revolving credit facilities and securitization facility.

As of December 31, 2025, we had no borrowings outstanding under our credit facilities and we had $361 million outstanding under the securitization facility, with a maximum availability allowed of $363 million.

Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

6 unchanged sentences

Cash flows from operating activities

Cash provided by operating activities increased $254 million in 2024 compared to 2023 driven by an $188 million year-over-year increase in segment profit, a $75.2 million increase in cash provided by changes in certain working capital accounts and a cash outlay decrease of $17.3 million for programming investments in excess of programming amortization.

The increase in cash provided by changes in working capital accounts was primarily driven by advertising for political campaigns, which are generally paid in advance.

These year-over-year increases to cash provided by operating activities were partially offset by an increase of $40.7 million in income taxes paid.

Cash provided by operating activities decreased $313 million in 2025 compared to 2024.

There was a year-over-year decrease of $270 million in segment profit reflecting the lack of political advertising revenue in this non-election year.

Additionally, cash provided by operating activities was reduced by $44.5 million of debt refinancing transaction costs in 2025.

Cash flows from investing activities

Cash used in investing activities was $12.1 million in 2025 compared to $26.5 million in 2024.

Investing activities in 2025 included $40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in cash used for investment purchases and $46.6 million in capital expenditures.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI.

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $20.0 million.

Capital expenditures totaled $65.3 million in 2024 compared to $59.6 million in 2023.

Investing activities in 2024 also included $20.0 million of cash proceeds from the sale of our San Diego tower sites and $65.3 million in capital expenditures.

Cash flows from financing activities

Cash used in financing activities was $36.9 million in 2025 compared to $351 million in 2024.

As of December 31, 2025, we had no borrowings outstanding under our revolving credit facilities.

During 2025, we had $1.6 billion of proceeds from the issuance of new long-term debt while we made payments on long-term debt of $2.0 billion.

Long-term debt payments included $1.3 billion to pay down our May 2026 and January 2028 term loans, $426 million to redeem our outstanding principal amount of the 2027 Senior Notes and $260 million in additional principal payments made on our June 2028 term loan.

On April 10, 2025, we entered into a three-year accounts receivable securitization facility.

The net amount drawn and outstanding on the facility totaled $361 million at December 31, 2025.

In connection with the 2025 debt transactions, we paid $63.3 million in deferred financing costs and $7.8 million in debt extinguishment costs.

During 2024, we paid down the $330 million revolving credit facility balance.

There were no borrowings under the revolving credit facility at December 31, 2024.

Mandatory principal payments on our term loans totaled $15.6 million in 2024 and 2023.

Preferred stock dividends declared and paid were $48.0 million in 2023.

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment").

Under the Eighth Amendment, we have a $585 million Revolving Credit Facility that matures on January 7, 2026.

In connection with our credit agreement, we also have $1.3 billion of outstanding balance on our term loans as of December 31, 2024.

The annual required principal payments on these term loans total $15.6 million and the earliest maturity date for any of the loans is May of 2026.

As of December 31, 2024, we also have $1.3 billion of senior notes outstanding.

Senior secured notes totaling $523 million bear interest at a rate of 3.875% per annum and mature on January 15, 2029.

Senior unsecured notes have a total outstanding principal balance of $818 million.

The senior unsecured notes that mature on July 15, 2027 bear interest at 5.875% per annum and the senior unsecured notes that mature on January 15, 2031 bear interest at a rate of 5.375% per annum.

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.

The proposed terms for the new revolving credit facility would provide a $208 million capacity expiring in July 2027 which will extend and substantially replace a portion of our current $585 million revolving credit facility that matures on January 7, 2026, with the remaining committed amount of the existing revolver still available for draw.

The proposed accounts receivable securitization facilities would provide for draws up to a total of $450 million.

Portions of the proceeds from the new accounts receivable securitization facility are expected, together with cash on hand, to be used to partially repay the principal balance of our $721 million term loan maturing in May 2026 that is not otherwise exchanged for new term loans.

In connection with the contemplated transactions, consenting lenders holding our term loan due in May 2026 will exchange such holdings for new term loans due June 2028, with any amounts not exchanged, repaid in full.

Additionally, consenting lenders holding our term loan due in June 2028 will exchange such holdings for new term loans.

We currently anticipate completion of the transactions, as constructed, in April of 2025.

Following completion of these transactions, our earliest maturing outstanding debt will be the $426 million senior notes that are currently due July 15, 2027, subject to springing maturities in certain of our other debt.

The TSA contains certain customary representations, warranties and other agreements by the parties thereto.

The closing of the term loan refinancings pursuant to the TSA is subject to, and conditioned upon, the satisfaction or waiver of certain conditions set forth therein, including finalizing the definitive documentation.

On April 10, 2025, we entered into a new credit agreement and completed a series of previously announced refinancing transactions.

Under the new credit agreement, we have a revolving credit facility with aggregate commitments of up to $208 million due July 2027 and a non-extended revolving credit facility with aggregate commitments of up to $70.0 million that matured in January 2026.

In connection with the new credit agreement, we have an outstanding balance of $619 million on our term loans as of December 31, 2025.

The annual required principal payments on these term loans total $8.9 million.

On April 10, 2025, we also entered into a new three-year accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million.

The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility.

As of December 31, 2025, we had $361 million outstanding under the securitization facility, with a maximum availability allowed of $363 million.

On August 6, 2025, we issued $750 million of senior secured second lien notes and paid the remaining $426 million principal amount of the senior unsecured notes that were due to mature on July 15, 2027.

As of December 31, 2025, we have $1.7 billion of senior notes outstanding.

Senior secured notes have a total outstanding principal balance of $1.3 billion.

The senior secured notes that mature on January 15, 2029 bear interest at a rate of 3.875% per annum and the senior secured notes that mature on August 15, 2030 bear interest at a rate of 9.875% per annum.

Senior unsecured notes totaling $392 million mature on January 15, 2031 and bear interest at a rate of 5.375% per annum.

Debt Covenants

Our term loans and notes do not have maintenance covenants.

The earliest maturity of our term loans and notes is the second quarter of 2026.

The Eighth Amendment to our Revolving Credit Facility, which matures in the first quarter of 2026, permits a maximum leverage through December 31, 2024 of 5.0 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement.

Based upon our current outlook, we expect to be in compliance with that covenant for the next 12 months.

The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter.

Our notes do not have maintenance covenants.

The credit agreement contains covenants to comply with a maximum first lien net leverage ratio.

For the $208 million revolving credit facility, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter.

As of December 31, 2025, we were in compliance with our financial covenants.

Debt Repurchase Program

2 unchanged sentences

On January 7, 2021, we issued 6,000 shares of Series A preferred stock, having a face value of $100,000 per share.

The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or

not declared).

Preferred stock dividends declared and paid in 2023 totaled $48.0 million.

We did not declare or provide payment for any of the 2024 quarterly dividends.

Deferral of preferred stock dividend payments provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.

At December 31, 2024, aggregated undeclared and unpaid cumulative dividends totaled $55.8 million.

We did not declare or provide payment for the preferred stock dividend in any of the 2025 or 2024 quarters.

At December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million and the redemption value of the preferred stock totaled $750 million.

In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

19 unchanged sentences

Interest amounts included in the table may differ from amounts actually paid due to changes in SOFR.

If there is a balance outstanding under our Revolving Credit Facility, repayment of those outstanding borrowings are assumed to occur on the January 2026 expiration of our credit agreement and interest payments would assume the outstanding balance and related interest rates remain unchanged until the expiration date of our credit agreement.

As of December 31, 2024, there were no borrowings under the Revolving Credit Facility.

If there is a balance outstanding under our revolving credit facilities, repayment of those outstanding borrowings are assumed to occur on the revolving credit facility's expiration date and interest payments would assume the outstanding balance and related interest rates remain unchanged until the expiration date.

As of December 31, 2025, there were no borrowings outstanding under the revolving credit facilities.

(b) — Refer to Note 16.

46 unchanged sentences

These reporting unit valuations are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans (inputs of which are categorized as Level 3 under the fair value hierarchy).

While we believe the estimates and judgments used in determining the fair values were

appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce a different estimate of fair value.

While we believe the estimates and judgments used in determining the fair values were appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce a

different estimate of fair value.

The estimate of fair value assumes certain growth of our businesses, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill.

7 unchanged sentences

When evaluating the respective transactions to include in this valuation method, we consider the acquirer and target companies involved, the date of the transactions, and the business description, size and financial condition of the companies, among other factors.

Upon completing our annual test in the fourth quarter of 2024, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that the fair value of our Scripps Networks reporting unit exceeded its carrying value by 1.3%.

Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value.

While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods.

For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $110 million.

Upon completing our annual test in the fourth quarter of 2025, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that the fair value of our Scripps Networks reporting unit exceeded its carrying value by approximately 5%.

Our reporting unit valuations are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment and strategic business plans.

While we believe the estimates and judgments used in determining the fair values were appropriate, changes in these estimates could impact the fair value and possibly result in an impairment of the goodwill in future periods.

For example, a 50 basis point increase in the discount rate used for the Scripps Networks reporting unit would reduce its fair value by approximately 6%.

We have determined that our FCC licenses are indefinite lived assets and not subject to amortization.

4 unchanged sentences

The fair value of the FCC license is sensitive to each of the assumptions used in the Greenfield Approach and a change in any individual assumption could result in the fair value being less than the carrying value of the asset and an impairment charge being recorded.

For example, a 50 basis point increase in the discount rate would reduce the aggregate fair value of the FCC licenses by approximately $140 million and any resulting impairment charge would be less than $1.0 million.

For example, a 50 basis point increase in the discount rate would reduce the aggregate fair value of the FCC licenses by approximately $150 million and any resulting impairment charge would be approximately $10.0 million.

Pension Plans — We sponsor a noncontributory defined benefit pension plan as well as non-qualified Supplemental Executive Retirement Plans ("SERPs").

6 unchanged sentences

In accordance with accounting principles, we record the effects of these modifications currently or amortize them over future periods.

We consider the most critical of our pension estimates to be our discount rate and the expected long-term rate of return on plan assets.

We consider the most critical of our pension estimates to be our discount rate.

The assumptions used in accounting for our defined benefit pension plan for 2025 and 2024 are as follows:

4 unchanged sentences

The rate is determined each year at the plan measurement date and affects the succeeding year’s pension cost.

Discount rates can change from year to year based on economic conditions that impact corporate bond yields.

Discount rates can change

from year to year based on economic conditions that impact corporate bond yields.

A 50 basis point increase or decrease in the discount rate would decrease or increase our pension obligation as of December 31, 2025 by approximately $18.3 million and decrease or increase 2026 pension expense by approximately $0.1 million.

23 unchanged sentences

Financial instruments subject to interest rate risk:

Revolving credit facility $ — $ — $ 330,000 $ 330,000

Senior secured notes, due in 2029 523,356 384,667 523,356 463,170

Senior unsecured notes, due in 2027 425,667 343,726 425,667 378,843

Senior unsecured notes, due in 2031 392,071 199,956 392,071 286,212

Term loan, due in 2026 721,213 701,380 728,825 727,914

Term loan, due in 2028 543,000 483,270 551,000 546,179

Accounts receivable securitization facility $ 361,100 $ 361,100 $ — $ —

Revolving credit facilities — — — —

Senior secured notes, due in January 2029 523,356 481,488 523,356 384,667

Senior secured notes, due in August 2030 750,000 746,250 — —

Senior unsecured notes, due in July 2027 — — 425,667 343,726

Senior unsecured notes, due in January 2031 392,071 294,053 392,071 199,956

Term loan, due in June 2028 281,126 282,531 — —

Term loan, due in November 2029 337,603 322,411 — —

Term loan, due in May 2026 — — 721,213 701,380

Term loan, due in January 2028 — — 543,000 483,270

Long-term debt, including current portion $ 2,645,256 $ 2,487,833 $ 2,605,307 $ 2,112,999

2 unchanged sentences

(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI.

We did not have any carrying value associated with our BMI investment.

Other than our equity interest in BMI, as of December 31, 2023, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2024 and 2023.

We estimate the fair values of these investments approximate their carrying values at December 31, 2025 and 2024.

Controls and Procedures

19 unchanged sentences

This report appears on page F-19.

March 12, 2025

February 27, 2026

President and Chief Executive Officer

8 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

20 unchanged sentences

Management performed its annual impairment analysis during the fourth quarter of 2025.

As a result of the analysis, management concluded that the fair value of the Scripps Networks reporting unit exceeded its carrying value by 1.3%.

As a result of the analysis, management concluded that the fair value of the Scripps Networks reporting unit exceeded its carrying value by approximately 5%.

As of December 31, 2025, Scripps Networks’ goodwill balance was approximately $1 billion.

We identified the valuation of the Scripps Networks reporting unit as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value of this reporting unit.

These estimates and assumptions required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows as well as the selection of certain valuation assumptions such as the discount rate, long-term growth rate, and valuation multiples, including the need to involve our fair value specialists.

These estimates and assumptions required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows as well as the selection of certain valuation assumptions such as the discount rate and valuation multiples, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future cash flows as well as the selection of the discount rate, long-term growth rate, and valuation multiples used to estimate the fair value of Scripps Networks included the following, among others:

Our audit procedures related to the forecasts of future cash flows as well as the selection of the discount rate and valuation multiples used to estimate the fair value of Scripps Networks included the following, among others:

• We inquired of management to understand the process being used by the Company to estimate the fair value of Scripps Networks.

• We tested the design and operating effectiveness of the Company’s internal controls over the valuation of Scripps Networks, including controls over forecasts of projected future cash flows as well as the selection of the discount rate, long-term growth rate, and valuation multiples.

• We evaluated the reasonableness of management’s future cash flow projections, specifically related to revenue and EBITDA assumptions, by comparing the forecasts to:

2 unchanged sentences

◦ Internal communications to management and the Board of Directors.

◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the discount rate, long-term growth rate and valuation multiples selected by:

◦ Forecasted information for revenue assumptions included in industry reports.

◦ Forecasted information for revenue and EBITDA assumptions included in analyst reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the discount rate and valuation multiples selected by:

◦ Testing the underlying source information and the mathematical accuracy of the calculations.

◦ Developing a range of independent estimates for the discount rate and comparing those to the rate selected by management.

◦ Utilizing industry and market-specific growth trends to assess the reasonableness of the long-term growth rate selected by management.

◦ Developing a range of independent estimates for the valuation multiples and comparing those to the multiples selected by management.

1 unchanged sentence

Cincinnati, Ohio

March 12, 2025

February 27, 2026

We have served as the Company’s auditor since at least 1959;

7 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Cincinnati, Ohio

March 12, 2025

February 27, 2026

Scripps Company

7 unchanged sentences

Miscellaneous 47,255 37,970

Assets held for sale 102,933 —

Total current assets 747,418 630,015

14 unchanged sentences

Employee compensation and benefits 55,657 81,462

Accrued income taxes 33,179 35,856

Accrued taxes 34,576 33,179

Programming liability 141,914 140,502

2 unchanged sentences

Other current liabilities 24,347 25,593

Liabilities held for sale 7,063 —

Total current liabilities 453,601 482,394

8 unchanged sentences

Preferred stock — Series A, $ 100,000 par;

6,000 shares issued and outstanding (redemption value of $ 688,309 at December 31, 2024)

6,000 shares issued and outstanding (redemption value of $ 749,587 at December 31, 2025 and $ 688,309 at December 31, 2024)

419,159 416,854

29 unchanged sentences

Selling, general and administrative expenses, excluding depreciation and amortization 563,001 606,178 614,769

Acquisition and related integration costs — — 1,642

Restructuring costs 9,828 33,525 38,612

6 unchanged sentences

Interest expense ( 220,968 ) ( 210,344 ) ( 213,512 )

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Loss on extinguishment of debt ( 12,998 ) — —

Other financing transaction costs ( 44,537 ) — —

Defined benefit pension plan income (expense) ( 1,284 ) 674 650

Miscellaneous, net ( 23,709 ) 7,160 ( 1,407 )

34 unchanged sentences

Losses (gains), net on disposal of property and equipment ( 31,587 ) ( 18,424 ) 2,344

Gain on extinguishment of debt — — ( 8,589 )

Loss on extinguishment of debt 12,998 — —

Programming assets and liabilities 13,660 ( 3,245 ) ( 20,504 )

2 unchanged sentences

Impairment of investments — 15,000 —

Loss provision on held for sale assets 19,458 — —

Deferred income taxes ( 21,139 ) ( 149 ) ( 63,698 )

5 unchanged sentences

Cash Flows from Investing Activities:

Acquisitions, net of cash acquired — — ( 13,797 )

Additions to property and equipment ( 46,577 ) ( 65,256 ) ( 59,627 )

1 unchanged sentence

Proceeds from sale of investments 263 19,985 —

Proceeds from FCC repack — — 2,670

Proceeds from sale of property and equipment 41,126 20,464 21

Miscellaneous, net — — ( 2,474 )

Net cash used in investing activities ( 12,131 ) ( 26,536 ) ( 60,606 )

1 unchanged sentence

Net borrowings (payments) under revolving credit facility — ( 330,000 ) 330,000

Proceeds received from accounts receivable securitization facility 592,800 — —

Payments on accounts receivable securitization facility ( 231,700 ) — —

Proceeds from issuance of long-term debt 1,635,369 — —

Payments on long-term debt ( 1,956,521 ) ( 15,612 ) ( 299,862 )

Payments of debt extinguishment costs ( 7,769 ) — —

Payments of deferred financing costs ( 63,260 ) — —

Dividends paid on preferred stock — — ( 48,000 )

31 unchanged sentences

Preferred stock dividends:

$ 8,000 per share, $ 2,305 of issuance costs accretion

$ 2,305 of issuance costs accretion

2,305 — ( 2,305 ) — — —

26 unchanged sentences

We believe bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on our financial position, results of operations or cash flows.

We derive approximately 67 % of our operating revenues from advertising.

During 2025, we derived approximately 63 % of our operating revenues from advertising.

Changes in the demand for such services, both nationally and in individual markets, can affect operating results.

66 unchanged sentences

We generally require advance payment for advertising contracts with political advertising customers.

Unearned revenue totaled $ 18.2 million at December 31, 2024 and substantially all is expected to be recognized within revenue over the next 12 months.

Unearned revenue totaled $ 22.2 million at December 31, 2025 and most is expected to be recognized within revenue over the next 12 months.

Unearned revenue totaled $ 18.2 million at December 31, 2024.

119 unchanged sentences

The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date.

As of December 31, 2024, potential dilutive securities representing 420,000 shares were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.

For the year ended December 31, 2023, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive.

The December 31, 2023 diluted EPS calculation excluded the effect from 3.3 million outstanding RSUs that were anti-dilutive.

For the years ended December 31, 2024 and December 31, 2022, there were 1.2 million and 0.1 million of outstanding RSUs that were anti-dilutive, respectively.

As of December 31, 2025, potential dilutive securities representing 4.9 million shares were excluded from the computation of diluted earnings per share as the related performance criteria was not yet met, although the Company expects to meet various levels of criteria in the future.

As of December 31, 2024 and 2023, the number of potential dilutive securities that were excluded from the computations were 420,000 shares.

For the years ended December 31, 2025 and 2023, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive.

The December 31, 2025 and 2023 diluted EPS calculations excluded the effect from 13.1 million and 3.3 million, respectively, of outstanding RSUs that were anti-dilutive.

For the year ended December 31, 2024 there were 1.2 million of outstanding RSUs that were anti-dilutive.

The December 31, 2025, 2024 and 2023 basic and dilutive EPS calculations also excluded the impact of the common stock warrant as the effect would be anti-dilutive.

1 unchanged sentence

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued new guidance on disaggregation of income statement expenses.

In September 2025, the Financial Accounting Standards Board ("FASB") issued new guidance that amends certain aspects of the accounting and disclosure requirements for internal-use software costs.

The amendments in the guidance remove all references to prescriptive and sequential software development stages, and also provide criteria for when an entity is required to start capitalizing software costs.

The guidance is effective for our annual periods beginning in 2028 and interim periods within those annual reporting periods, with early adoption permitted.

The guidance can be applied using a prospective transition, modified transition or retrospective transition approach.

We are currently evaluating the potential impact that this new guidance will have on our Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued new guidance on disaggregation of income statement expenses.

The guidance requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories:

10 unchanged sentences

We are currently evaluating the potential impact of adopting this new guidance on our Notes to Consolidated Financial Statements.

Recently Adopted Accounting Standards

In December 2023, the FASB issued new guidance that modifies the rules on income tax disclosures.

2 unchanged sentences

The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance is effective for our annual periods beginning in 2025, with early adoption permitted.

The guidance will be applied on a prospective basis, but retrospective application is permitted.

We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

Recently Adopted Accounting Standards

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

We adopted this guidance starting with our annual period beginning in fiscal year 2024 and will adopt for interim periods beginning in the first quarter of 2025.

The guidance is applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods are based on the significant segment expense categories identified and disclosed in the period of adoption.

Refer to Note 15.

Segment Information for the enhanced disclosures.

Nuvyyo Acquisition

On January 5, 2022, we acquired Nuvyyo for net cash consideration totaling $ 13.8 million.

Nuvyyo provides consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices.

The final purchase price allocation assigned $ 7.2 million to intangible assets with useful lives ranging from three to five years , $ 7.2 million to goodwill and the remainder was allocated to various working capital and deferred tax liability accounts.

The goodwill, which is not tax deductible, reflects the synergies and increased market penetration expected from combining the operations of Nuvyyo with Scripps.

We allocated the goodwill to our Other segment.

We adopted this guidance on a retrospective basis for our annual period ending December 31, 2025.

We updated our income tax disclosures to comply with the guidance, see Note 4.

Income Taxes.

The adoption of the guidance did not have an impact on our financial position, results of operations or liquidity.

Restructuring Costs and Other Transactions

3 unchanged sentences

The strategic reorganization, which was substantially completed by the end of the 2024 second quarter, created a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office.

We have continued to identify efficiency opportunities within the functional departments of our organization, which has resulted in additional restructuring charges since the end of 2024 second quarter.

On September 27, 2024, we announced plans to significantly reduce Scripps News' national network programming beginning in the fourth quarter of 2024.

1 unchanged sentence

These restructuring activities resulted in the elimination of more than 200 jobs during 2024.

Restructuring costs totaled $ 33.5 million and $ 38.6 million in 2024 and 2023, respectively.

Restructuring costs in 2024 attributed to the reduction of Scripps News' national news programming included $ 11.0 million in severance charges and $ 3.2 million of programming losses.

Restructuring costs totaled $ 9.8 million, $ 33.5 million and $ 38.6 million in 2025, 2024 and 2023, respectively.

Restructuring costs in 2025 included severance charges of $ 5.6 million and operating lease exit costs of $ 2.1 million.

Remaining restructuring costs in 2025 included outside consulting fees associated with the strategic reorganization efforts.

In 2024, we incurred $ 11.0 million in severance charges and $ 3.2 million of programming losses related to the significant reduction of Scripps News' national news programming.

Restructuring costs incurred in 2024 also included $ 4.7 million of severance charges for certain executives that accepted voluntary retirement offers in the fourth quarter and $ 9.7 million in other severance charges associated with the strategic reorganization efforts.

11 unchanged sentences

Liability as of December 31, 2024 9,653 — 9,653

Net accruals 5,598 4,230 9,828

Payments ( 15,043 ) ( 298 ) ( 15,341 )

( 208 ) ( 1,397 ) ( 1,605 )

Liability as of December 31, 2025 $ — $ 2,535 $ 2,535

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

Other Transactions

Acquisition and related integration costs were $ 1.6 million in 2022.

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

The provision for income taxes from continuing operations consisted of the following:

The components of income (loss) for operations before income taxes consisted of the following:

For the years ended December 31,

(in thousands) 2025 2024 2023

Domestic $ ( 121,691 ) $ 207,784 $ ( 962,902 )

Foreign 2,189 2,197 ( 4,609 )

Total $ ( 119,502 ) $ 209,981 $ ( 967,511 )

The provision for income taxes from operations consisted of the following:

For the years ended December 31,

(in thousands) 2025 2024 2023

Federal $ 4,580 $ 64,533 $ 34,205

9 unchanged sentences

For the years ended December 31,

2024 2023 2022

Statutory rate 21.0 % 21.0 % 21.0 %

State and local income taxes, net of federal tax benefit 4.2 0.1 7.0

(in thousands) 2025 2024 2023

federal statutory rate $ ( 25,095 ) 21.0 % $ 44,096 21.0 % $ ( 203,177 ) 21.0 %

State and local income taxes, net of federal income tax effect * ( 389 ) 0.3 9,025 4.2 ( 1,258 ) 0.1

Foreign tax effects ( 350 ) 0.3 565 0.3 ( 220 ) —

Nontaxable or non-deductible items:

Non-deductible goodwill impairment — — — — 179,630 ( 18.6 )

Excess tax benefits from stock-based compensation 1.5 ( 0.2 ) ( 0.3 )

Non-deductible expenses 1.5 ( 0.1 ) 0.2

Reserve for uncertain tax positions 1.0 — 0.7

Equity compensation tax windfall/shortfall deduction 2,614 ( 2.2 ) 3,157 1.5 1,507 ( 0.2 )

Non-deductible executive compensation 761 ( 0.6 ) 2,373 1.1 995 ( 0.1 )

Other non-deductible expenses 1,106 ( 0.9 ) 755 0.4 771 —

Changes in unrecognized tax benefits 251 ( 0.2 ) 2,016 1.0 334 —

Other adjustments:

Federal accrued interest on deferred gain 1,700 ( 1.4 ) 1,802 0.9 1,514 ( 0.2 )

Other 777 ( 0.7 ) ( 26 ) — 177 —

Effective income tax rate $ ( 18,625 ) 15.6 % $ 63,763 30.4 % $ ( 19,727 ) 2.0 %

* The states that contribute to the majority (greater than 50%) of the tax effect in this category include Michigan for 2025, California, Michigan, Florida, Texas, Montana and Arizona for 2024 and Georgia, Michigan, Texas, Cincinnati, Ohio, Arizona, Indiana, Colorado, Wisconsin, Tennessee, New York, Connecticut, Louisiana, Kentucky, Montana, California, Oklahoma and Philadelphia, Pennsylvania for 2023.

In 2023, a non-deductible expense of $ 855 million was recorded related to book impairment of goodwill.

The components of cash paid for income taxes, net of refunds received, was as follows:

For the years ended December 31,

(in thousands) 2025 2024 2023

Federal $ 10,000 $ 62,991 $ 31,200

Florida — — ( 5,421 )

Other 3,323 8,820 5,342

Foreign — — —

Income taxes paid, net of refunds received $ 13,323 $ 71,811 $ 31,121

The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows:

15 unchanged sentences

Net deferred tax liability $ ( 268,229 ) $ ( 293,589 )

Total state operating loss carryforwards were $ 282 million at December 31, 2024.

The Company has a federal operating loss carryforward of $ 62 million and state operating loss carryforwards of $ 322 million at December 31, 2025.

Our state tax loss carryforwards expire through 2044.

Because we file separate state income tax returns for certain of our subsidiary companies, we are not able to use state tax losses of a subsidiary company to offset state taxable income of another subsidiary company.

The Company recognizes state net operating loss carryforwards as deferred tax assets, subject to valuation allowances.

The Company recognizes federal and state net operating loss carryforwards as deferred tax assets, subject to valuation allowances.

At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period.

20 unchanged sentences

For state and local jurisdictions, we are generally no longer subject to income tax examinations for years prior to 2021.

Due to the potential for resolution of federal and state examinations, and the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by as much as $ 2.7 million.

Investments consisted of the following:

4 unchanged sentences

Total investments $ 14,369 $ 8,884

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.

During 2025, we contributed $ 6.4 million to this equity method investment.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

3 unchanged sentences

The measurement of the investment's fair value is a nonrecurring Level 3 measurement (significant unobservable inputs) in the fair value hierarchy.

The gain and loss from these transactions are included within the Miscellaneous, net caption on our Consolidated Statements of Operations.

The gain and loss from these transactions are included within the "Miscellaneous, net" caption on our Consolidated Statements of Operations for the year ended December 31, 2024.

Our investments do not trade in public markets, thus they do not have readily determinable fair values.

Other than our equity interest in BMI, as of December 31, 2023, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2024 and 2023.

We estimate the fair values of our investments to approximate their carrying values at December 31, 2025 and 2024.

Property and Equipment

10 unchanged sentences

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $ 20.0 million and recognized a pre-tax gain from disposition of $ 19.2 million.

We reached an agreement on the sale of our West Palm Beach station's building on December 6, 2024, for cash consideration of $ 40.0 million.

This transaction is subject to customary closing conditions, including satisfactory completion of due diligence investigations, and is expected to close in the second quarter of 2025.

We expect to enter into a leasing agreement related to this asset.

On April 30, 2025, we completed the sale of our West Palm Beach television station building for cash consideration of $ 40.0 million and recognized a pre-tax gain from disposition of $ 31.4 million.

With the asset sale, we also entered into a 2.5 -year building lease with the buyer for cash consideration of $ 2.5 million annually.

We have operating leases for office space, data centers and certain equipment.

We also have finance leases for office space.

Our leases have lease terms of 1 year to 34 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

Our operating leases have lease terms of 1 year to 30 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

We also have a finance lease for office space that has a remaining lease term of 33 years.

Operating lease costs recognized in our Consolidated Statements of Operations totaled $ 24.1 million, $ 22.8 million and $ 24.5 million in 2025, 2024 and 2023, respectively, including short-term lease costs of $ 6.5 million, $ 6.4 million and $ 3.5 million, respectively.

Amortization of the right-of-use asset for our finance leases totaled $ 0.8 million for the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022.

Interest expense on the finance leases liability totaled $ 2.2 million, $ 2.1 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization of the right-of-use asset for our finance leases totaled $ 0.8 million for the years ended December 31, 2025, 2024 and 2023.

Interest expense on the finance leases liability totaled $ 2.2 million for the years ended December 31, 2025 and 2024 and $ 2.1 million for the year ended December 31, 2023.

Other information related to our leases was as follows:

44 unchanged sentences

Net balance as of December 31, 2022 905,494 2,007,890 7,190 2,920,574

Nuvyyo acquisition — — 7,190 7,190

Impairment charge — ( 952,000 ) — ( 952,000 )

Balance as of December 31, 2023 $ 905,494 $ 1,055,890 $ 7,190 $ 1,968,574

2 unchanged sentences

Net balance as of December 31, 2024 $ 905,494 $ 1,055,890 $ 7,190 $ 1,968,574

Impairment charge — ( 952,000 ) — ( 952,000 )

Balance as of December 31, 2023 $ 905,494 $ 1,055,890 $ 7,190 $ 1,968,574

Gross balance as of December 31, 2024 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488

1 unchanged sentence

Net balance as of December 31, 2024 905,494 1,055,890 7,190 1,968,574

Goodwill allocated to assets held for sale ( 46,737 ) ( 3,503 ) — ( 50,240 )

Balance as of December 31, 2025 $ 858,757 $ 1,052,387 $ 7,190 $ 1,918,334

Gross balance as of December 31, 2025 $ 1,064,474 $ 2,022,159 $ 7,190 $ 3,093,823

19 unchanged sentences

Estimated amortization expense of intangible assets for each of the next five years is $ 84.8 million in 2026, $ 81.7 million in 2027, $ 60.3 million in 2028, $ 60.2 million in 2029, $ 60.2 million in 2030 and $ 406.1 million in later years.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived

intangible asset, is below its carrying value.

Upon our acquisition of ION Media in 2021, we simultaneously sold 23 ION television stations to INYO Broadcast Holdings to comply with ownership rules of the FCC.

These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements.

The purchase price allocation for the ION acquisition attributed $ 422 million of value to these INYO affiliation agreements and are reflected as an intangible asset within our “Television network affiliation relationships” caption.

The INYO affiliation agreements intangible asset is being amortized over 20 years and has a net carrying value of $ 317 million at December 31, 2025.

We have call options that grant us the right to acquire the assets of some or all of the 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.

Such events or changes in circumstances include, but are not limited to, changes in business climate, significant declines in the price of our stock, or other factors resulting in lower cash flow related to such assets.

7 unchanged sentences

If the fair value of a reporting unit, or respective FCC license, is less than its carrying value, then an impairment exits and an impairment charge is recorded.

Upon completing our annual test in the fourth quarter of 2024, we determined that the fair value of our reporting units and FCC licenses exceeded their respective carrying values.

The fair value of our Local Media reporting unit exceeded its carrying value by more than 20 % and that the fair value of our Scripps Networks reporting unit exceeded its carrying value by 1.3 %.

Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value.

Upon completing our annual test in the fourth quarter of 2025, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20 % and that the fair value of our Scripps Networks reporting unit exceeded its carrying value by approximately 5 %.

For example, a 50 basis point increase in the discount rate used for the Scripps Networks reporting unit would reduce its fair value by approximately 6 %.

During 2023, the Scripps Networks business continued to experience softness within the national advertising marketplace, as macroeconomic challenges continued to impact advertising budgets.

6 unchanged sentences

(in thousands) 2025 2024

Revolving credit facility $ — $ 330,000

Senior secured notes, due in 2029 523,356 523,356

Senior unsecured notes, due in 2027 425,667 425,667

Senior unsecured notes, due in 2031 392,071 392,071

Term loan, due in 2026 721,213 728,825

Term loan, due in 2028 543,000 551,000

Accounts receivable securitization facility $ 361,100 $ —

Revolving credit facilities — —

Senior secured notes, due in January 2029 523,356 523,356

Senior secured notes, due in August 2030 750,000 —

Senior unsecured notes, due in July 2027 — 425,667

Senior unsecured notes, due in January 2031 392,071 392,071

Term loan, due in June 2028 281,126 —

Term loan, due in November 2029 337,603 —

Term loan, due in May 2026 — 721,213

Term loan, due in January 2028 — 543,000

Total outstanding principal 2,645,256 2,605,307

4 unchanged sentences

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

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

On August 6, 2025, we issued new senior secured second lien notes and used the proceeds to pay off or paydown other outstanding debt balances.

In connection with these refinancing transactions, we incurred $ 44.5 million of non-capitalized transaction costs that are reflected in the caption "Other financing transaction costs" in our Consolidated Statements of Operations.

Following completion of these transactions, our long-term debt is summarized below.

Accounts Receivable Securitization Facility

On April 10, 2025, we entered into a new three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $ 450 million.

Under the securitization facility, we sell eligible accounts receivable balances to our wholly owned special purpose entities, Scripps SPV Midco, LLC and Scripps SPV, LLC (the “Accounts Receivable Securitization Special Purpose Subsidiaries”).

The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of Scripps and use the accounts receivable balances to collateralize loans obtained from financial institutions.

The facility is subject to interest charges, at the one-month term secured overnight financing rate ("SOFR"), subject to a 1.00 % floor with a blended spread of 3.59 % based on customary assumptions.

We recognized approximately $ 6.0 million of deferred financing costs related to the securitization facility.

The securitization facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore:

(i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.

Scripps retains the responsibility of servicing the accounts receivable balances pledged as collateral for the securitization facility and also provides a performance guaranty.

The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility.

As of December 31, 2025, we had $ 361 million outstanding under the securitization facility, with a maximum availability allowed of $ 363 million.

The interest rate for the securitization facility was 7.29 % as of December 31, 2025.

Scripps Senior Secured Credit Agreement

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment").

Under the terms of the Eighth Amendment, we have a $ 585 million Revolving Credit Facility that matures on January 7, 2026.

On April 10, 2025, we replaced our $ 585 million revolving credit facility, which was due to mature on January 7, 2026, with a new revolving facility with aggregate commitments of up to $ 208 million, maturing on July 7, 2027, and a new non-extended revolving credit facility with aggregate commitments of up to $ 70.0 million, which matured on January 7, 2026.

Commitment fees of 0.30 % to 0.50 % per annum, based on our leverage ratio, of the total unused commitment are payable under the revolving credit facility.

Interest is payable on the Revolving Credit Facility at rates based on the secured overnight financing rate ("SOFR"), plus a margin based on our leverage ratio, ranging from 1.75 % to 2.75 %.

As of December 31, 2024, there were no borrowings under the Revolving Credit Facility.

For the $ 208 million revolving credit facility, interest is payable at a rate based on SOFR, plus a margin of 5.50 %.

For the non-extended revolving credit facility, interest is payable at a rate based on SOFR , plus a margin based on our leverage ratio, ranging from 1.75 % to 2.75 %.

We recognized approximately $ 19.6 million of deferred financing costs related to the new revolving credit facilities.

As of December 31, 2025, there were no borrowings under our revolving credit facilities.

The weighted-average interest rate over the periods during which we had a drawn revolver balance in 2025 and 2024 was 7.60 % and 8.03 %, respectively.

As of December 31, 2024 and 2023, we had outstanding letters of credit totaling $ 6.9 million and $ 6.7 million, respectively, under the Revolving Credit Facility.

On October 2, 2017, we issued a $ 300 million term loan B which was due to mature in October 2024 ("2024 term loan").

On July 31, 2023, we borrowed $ 283 million on the Revolving Credit Facility to pay off the remaining principal balance of the 2024 term loan.

The weighted-average interest rate was 7.22 % for the period the loan was outstanding during 2023.

On May 1, 2019, we issued a $ 765 million term loan B ("2026 term loan") that matures in May 2026.

Interest is currently payable on the 2026 term loan at a rate based on SOFR, plus a fixed margin of 2.56 %.

The 2026 term loan requires annual principal payments of $ 7.6 million.

Deferred financing costs and an original issuance discount totaled approximately $ 23.0 million with this term loan, which are being amortized over the life of the loan.

As of December 31, 2024 and 2023, the interest rate on the 2026 term loan was 7.03 % and 8.03 %, respectively.

The weighted-average interest rate on the 2026 term loan was 7.84 % and 8.01 % in 2024 and 2023, respectively.

On January 7, 2021, we issued an $ 800 million term loan B ("2028 term loan") that matures in January 2028.

Interest is currently payable on the 2028 term loan at a rate based on SOFR, plus a fixed margin of 3.00 %.

Additionally, the credit agreement states the SOFR rate could not be less than 0.75 % for our term loans that mature in 2026 and 2028.

The 2028 term loan requires annual principal payments of $ 8.0 million.

We incurred deferred financing costs totaling $ 23.4 million related to this term loan and a previous amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan.

As of December 31, 2024 and 2023, the interest rate on the 2028 term loan was 7.47 % and 8.47 %, respectively.

The weighted-average interest rate on the 2028 term loan was 8.28 % and 8.44 % in 2024 and 2023, respectively.

As of December 31, 2025 and 2024, we had outstanding letters of credit totaling $ 8.9 million and $ 6.9 million, respectively, under our revolving credit facilities.

With the April 10, 2025 refinancing transactions, we issued a new $ 545 million tranche B-2 term loan ("June 2028 term loan") that matures in June 2028.

Interest is currently payable on the June 2028 term loan as a rate based on SOFR, plus a margin of 5.75 %.

The June 2028 term loan requires annual principal payments of $ 5.5 million.

Deferred financing costs and original issuance discount totaled approximately $ 14.3 million with this term loan, which are being amortized over the life of the loan.

As of December 31, 2025, the interest rate on the June 2028 term loan was 9.60 %.

For the period of April 10, 2025 through December 31, 2025, the weighted-average interest rate on the June 2028 term loan was 10.06 %.

In connection with the August 6, 2025 issuance of new senior secured second lien notes, we pre-paid $ 205 million aggregate principal amount of the June 2028 term loan at a price equal to 102 % of the principal amount outstanding.

With this partial paydown of the June 2028 term loan, we wrote-off $ 0.6 million of deferred financing costs to interest expense and also incurred a $ 5.4 million loss on the extinguishment of debt.

In December 2025, we made an additional $ 55.0 million principal payment on the June 2028 term loan and incurred a $ 2.4 million loss on the extinguishment of debt.

On April 10, 2025, we also issued a new $ 340 million tranche B-3 ("November 2029 term loan") that matures in November 2029.

Interest is currently payable on the November 2029 term loan at a rate based on SOFR, plus a margin of 3.35 %.

The November 2029 term loan requires annual principal payments of $ 3.4 million.

Deferred financing costs and original issuance discount totaled approximately $ 8.9 million with this term loan, which are being amortized over the life of the loan.

As of December 31, 2025, the interest rate on the November 2029 term loan was 7.20 %.

For the period of April 10, 2025 through December 31, 2025, the weighted-average interest rate on the November 2029 term loan was 7.66 %.

With the resulting debt proceeds generated from the April 10, 2025 refinancing transactions, we paid off the remaining $ 719 million balance for our term loan that was due to mature in May 2026 and paid off the remaining $ 541 million balance for our term loan that was due to mature in January 2028.

In connection with the retirement of these term loans, we wrote-off $ 5.6 million of deferred financing costs to interest expense and also incurred a $ 3.0 million loss on the extinguishment of debt.

The weighted-average interest rate on the May 2026 term loan was 7.01 % for the period of January 1, 2025 through April 10, 2025, and 7.84 % for the year ended December 31, 2024.

The weighted-average interest rate on the January 2028 term loan was 7.44 % for the period of January 1, 2025 through April 10, 2025, and 8.28 % for the year ended December 31, 2024.

The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases).

1 unchanged sentence

Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt.

We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables and equipment.

The Eighth Amendment contains a covenant to comply with a maximum first lien net leverage ratio.

Through December 31, 2024, we must comply with the maximum first lien net leverage ratio of 5.0 to 1.0, at which point it steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter.

We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property, including cash and equipment.

The credit agreement also contains covenants to comply with a maximum first lien net leverage ratio.

For the $ 208 million revolving credit facility, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter.

As of December 31, 2025, we were in compliance with our financial covenants.

2 unchanged sentences

The 2029 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15.

Prior to January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes.

4 unchanged sentences

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

2030 Senior Secured Notes

On August 6, 2025, we issued $ 750 million of senior secured second lien notes (the "2030 Senior Notes"), which bear interest at a rate of 9.875 % per annum and mature on August 15, 2030.

The 2030 Senior Notes were priced at 99.509 % of par value and interest is payable semi-annually on August 15 and February 15.

We may redeem some or all of the 2030 Senior Notes before August 15, 2027 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On and after August 15, 2027, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

The 2030 Senior Notes are guaranteed on a senior secured second lien basis by substantially all of our domestic subsidiaries and each existing and future material, wholly-owned domestic subsidiary, subject to certain exceptions (including with respect to permitted securitization facility related entities).

The 2030 Senior Notes and the related guarantees are secured by a second priority lien on substantially all of the assets of the Company and the guarantors, subject to permitted liens and certain other exceptions.

The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Company's ability and the ability of its restricted subsidiaries to incur certain additional debt, incur certain liens securing debt, pay certain dividends or make other restricted payments, make certain investments, make certain asset sales and enter into certain transactions with affiliates.

The 2030 Senior Notes contain certain covenants with which we must comply that are typical for borrowing transactions of this nature.

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

2027 Senior Unsecured Notes

1 unchanged sentence

The 2027 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on July 15 and January 15.

We may redeem the notes before July 15, 2025, in whole or in part, at applicable redemption prices noted in the indenture agreement.

If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes.

2 unchanged sentences

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

With the debt proceeds from the August 6, 2025 issuance of the 2030 Senior Notes, we redeemed the $ 426 million outstanding principal amount of the 2027 Senior Notes at a weighted-average redemption price equal to 100 % of the aggregate principal amount outstanding, plus accrued and unpaid interest.

The redemption resulted in the write-off of $ 0.8 million of deferred financing costs to interest expense and a loss on extinguishment of debt of $ 2.2 million.

2031 Senior Unsecured Notes

1 unchanged sentence

The 2031 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15.

We may redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

6 unchanged sentences

The authorization permits an aggregate principal amount reduction of up to $ 500 million and expires on March 1, 2026.

Debt Repurchase Transactions

On July 31, 2023, we paid off the remaining $ 283 million principal balance of the 2024 term loan and wrote-off $ 0.4 million of deferred financing costs related to this term loan to interest expense.

During the first quarter of 2022, we redeemed $ 42.2 million of our 2027 Senior Notes at a weighted-average redemption price equal to 100.61 % of the aggregate principal amount plus accrued and unpaid interest, $ 26.6 million of our 2029 Senior Notes at a weighted-average redemption price equal to 93.59 % of the aggregate principal amount plus accrued and unpaid interest and $ 54.5 million of our 2031 Senior Notes at a weighted-average redemption price equal to 95.73 % of the aggregate principal amount plus accrued and unpaid interest.

The redemptions resulted in a gain on extinguishment of debt of $ 1.2 million, as the notes were redeemed for total consideration below par value of the notes.

During the fourth quarter of 2022, we redeemed $ 16.8 million of our 2027 Senior Notes at a weighted-average redemption price equal to 90.63 % of the aggregate principal amount plus accrued and unpaid interest and $ 31.4 million of our 2031 Senior Notes at a weighted-average redemption price equal to 78.71 % of the aggregate principal amount plus accrued and unpaid interest.

The redemptions resulted in a gain on extinguishment of debt of $ 7.4 million, for a total gain on extinguishment of debt of $ 8.6 million for the year ended December 31, 2022.

During 2022, we made additional principal payments on the 2028 term loan totaling $ 100 million and wrote-off

$ 1.1 million of deferred financing costs related to this term loan to interest expense.

Transaction Support Agreement

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.

The proposed terms for the new revolving credit facility would provide a $ 208 million capacity expiring in July 2027 which will extend and substantially replace a portion of our current $ 585 million revolving credit facility that matures on January 7, 2026, with the remaining committed amount of the existing revolver still available for draw.

The proposed accounts receivable securitization facilities would provide for draws up to a total of $ 450 million.

Portions of the proceeds from the new accounts receivable securitization facility are expected, together with cash on hand, to be used to partially repay the principal balance of our $ 721 million term loan maturing in May 2026 that is not otherwise exchanged for new term loans.

Additionally, consenting lenders holding our term loan due in June 2028 will exchange such holdings for new term loans.

We currently anticipate completion of the transactions, as constructed, in April of 2025.

Following completion of these transactions, our earliest maturing outstanding debt will be the $ 426 million senior notes that are currently due July 15, 2027, subject to springing maturities in certain of our other debt.

The TSA contains certain customary representations, warranties and other agreements by the parties thereto.

Fair Value Measurement

34 unchanged sentences

Accrued employee compensation and benefits ( 24,160 ) 17,535 15,726

Accrued income taxes ( 2,677 ) 2,976 4,281

Accrued taxes 1,397 ( 2,677 ) 2,976

Accrued interest 22,384 ( 623 ) 943

27 unchanged sentences

In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $ 0.2 million in 2025, $ 0.2 million in 2024 and $ 0.1 million in 2023.

We recognized actuarial gains for our SERPs of $ 0.2 million in 2024 and $ 3.6 million in 2022 and an actuarial loss of $ 0.5 million in 2023.

We recognized actuarial losses for our SERPs of $ 0.2 million in 2025 and $ 0.5 million in 2023 and an actuarial gain of $ 0.2 million in 2024.

Assumptions used in determining the annual retirement plans expense were as follows:

29 unchanged sentences

Prior service cost 298 316 — —

During 2024, a net actuarial gain decreased our benefit obligation primarily due to a year-over-year increase in the discount rate assumption.

During 2025, a net actuarial loss increased our benefit obligation primarily due to a year-over-year decrease in the discount rate assumption.

During 2024, a net actuarial gain decreased our benefit obligation primarily due to a year-over-year increase in the discount rate assumption.

The recognized actuarial gains/losses are recorded in accumulated other comprehensive income (loss) and are reflected in the table above.

9 unchanged sentences

Weighted average discount rate 5.47 % 5.67 % 5.18 %

In 2025, we expect to contribute $ 1.5 million to fund our SERPs.

We have met regulatory funding requirements for our qualified defined benefit pension plan and do not have a mandatory contribution in 2025.

In 2026, we expect to contribute $ 1.3 million to fund our SERPs and $ 4.4 million to fund our qualified defined benefit pension plan.

Estimated future benefit payments expected to be paid from the plans for the next ten years are $ 34.6 million in 2026, $ 34.6 million in 2027, $ 34.8 million in 2028, $ 34.8 million in 2029, $ 34.5 million in 2030 and a total of $ 165.6 million for the five years ending 2035.

79 unchanged sentences

Interest expense ( 220,968 )

Defined benefit pension plan income 674

Loss on extinguishment of debt ( 12,998 )

Other financing transaction costs ( 44,537 )

Defined benefit pension plan income (expense) ( 1,284 )

Miscellaneous, net ( 23,709 )

25 unchanged sentences

Depreciation and amortization of intangible assets ( 155,228 )

Impairment of goodwill ( 952,000 )

Gains (losses), net on disposal of property and equipment 18,424

Interest expense ( 210,344 )

Defined benefit pension plan income 650

Defined benefit pension plan income (expense) 674

Miscellaneous, net 7,160

16 unchanged sentences

Shared services and corporate ( 91,954 )

Acquisition and related integration costs ( 1,642 )

Restructuring costs ( 38,612 )

Depreciation and amortization of intangible assets ( 155,105 )

Impairment of goodwill ( 952,000 )

Gains (losses), net on disposal of property and equipment ( 2,344 )

Interest expense ( 213,512 )

Gain on extinguishment of debt 8,589

Defined benefit pension plan income 2,613

Defined benefit pension plan income (expense) 650

Miscellaneous, net ( 1,407 )

62 unchanged sentences

The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105 % of the face value, plus accrued and unpaid dividends (whether or not declared).

As long as the Company pays quarterly dividends in cash on the preferred shares, the dividend rate will be 8 % per annum.

Preferred stock dividends declared and paid were $ 48.0 million in 2023.

In 2023, the dividend rate for the preferred shares was 8 % per annum and preferred stock dividends declared and paid were $ 48.0 million.

As of June 30, 2023, we had transitioned into an accumulated deficit position.

As a result, dividends declared after June 30, 2023 have been recognized as a reduction to additional paid-in-capital.

If dividends on the preferred shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9 % per annum for the remaining period of time that the preferred shares are outstanding.

We did not declare or provide payment for any of the 2024 quarterly dividends.

Following our election to defer the first quarter 2024 dividend payment, the dividend rate on the preferred shares increased to 9 % per annum and will continue at that rate for the remaining period of time that the preferred shares are outstanding.

We did not declare or provide payment for the preferred stock dividend in any of the 2025 or 2024 quarters.

As of December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $ 117 million and the redemption value of the preferred stock totaled $ 750 million.

6 unchanged sentences

No shares were repurchased during 2025, 2024 or 2023.

Shareholder Rights Plan — In November 2025, our Board of Directors approved a limited-duration shareholder rights plan and declared a dividend of one right for each outstanding Class A Common share and Common Voting share of the Company to shareholders of record on December 8, 2025.

Initially, the rights are not exercisable and will trade with the Class A Common shares and Common Voting shares, respectively.

The rights plan expires on November 26, 2026.

In general, the rights become exercisable following a public announcement that a person acquires 10 % or more of the outstanding Class A Common shares of stock.

If the rights are exercised, each holder (except the acquiring person) will have the right to purchase, at the exercise price, additional Class A Common shares at a 50 % discount to the then-current market price.

In addition, if Scripps is acquired in a merger or other business combination after an unapproved party acquires more than 10 % of the outstanding Class A Common shares, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock at a 50 % discount.

The plan also provides for exceptions and additional terms for other certain situations and circumstances.

There is currently no impact to our Consolidated Financial Statements.

Incentive Plans — The Company has a long-term incentive plan (the “Plan”) that permits the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs"), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors.

58 unchanged sentences

Employee Benefit Plans for additional information.

Assets Held for Sale

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 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 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.

With the sale, we also entered into a 3-year distribution agreement at market rates with the buyer.

The distribution agreement provides for the continued carriage of Court TV on Scripps properties.

The following table presents a summary of the assets and liabilities held for sale included in our Consolidated Balance Sheet as of December 31, 2025.

(in thousands) WFTX WRTV Court TV Total

Total current assets $ — $ — $ 4,467 $ 4,467

Property and equipment 11,585 6,228 78 17,891

Goodwill and intangible assets 25,347 48,290 3,884 77,521

Operating lease right-of-use assets 151 — — 151

Other assets 523 452 21,386 22,361

Adjustment to carrying value to reflect estimated fair value less cost to sell — — ( 19,458 ) ( 19,458 )

Total assets held for sale 37,606 54,970 10,357 102,933

Total current liabilities 274 194 3,357 3,825

Operating lease liabilities 115 — — 115

Other liabilities 2,969 154 — 3,123

Total liabilities held for sale 3,358 348 3,357 7,063

Net assets held for sale $ 34,248 $ 54,622 $ 7,000 $ 95,870

Pending Transaction

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.

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 9A. Controls and Procedures