Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Consolidated Financial Statements and Notes to Consolidated Financial Statements are the basis for our discussion and analysis of financial condition and results of operations. You should read this discussion in conjunction with those financial statements.
This section of the Form 10-K omits discussion of year-to-year comparisons between 2024 and 2023, which may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2024 Form 10-K.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "believe," "anticipate," "intend," "expect," "estimate," "could," "should," "outlook," "guidance," and similar references to future periods. Examples of forward-looking statements include, among others, statements the Company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the Company’s plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the Company’s control. A detailed discussion of such risks and uncertainties is included in the section of this document titled "Risk Factors." The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made in this document is based only on currently available information and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.
Executive Overview
The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. All of our local stations and national entertainment networks reach consumers over the air, and we have continued to expand our television networks and local brands on free streaming platforms. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.
In January 2025, we announced the formation of a joint venture with Gray Media, Nexstar Media Group, Inc. and Sinclair, Inc. Leveraging broadcasters’ uniquely efficient network architecture and the ATSC 3.0 transmission standard, EdgeBeam Wireless, LLC will provide expansive, reliable and secure data delivery services. This partnership creates a spectrum footprint that no individual broadcaster could achieve on its own, unlocking the potential of ATSC 3.0 to offer nationwide coverage for data delivery to billions of potential devices on market-disrupting terms. We have committed to total cash contributions of $12.8 million for a 25% ownership interest in the joint venture, of which, $6.4 million was paid during 2025.
On March 13, 2025, we announced a multi-year agreement with the Las Vegas Aces, which began in May 2025. Under the agreement, we televise all non-nationally exclusive Aces games with distribution on cable, satellite and over-the-air television. In addition to game broadcasts, the Aces and our local station Vegas 34 partnered to produce and air "In the Paint," an award-winning weekly 30-minute show featuring highlights, interviews and behind-the-scenes access to the 2025 Las Vegas Aces.
On April 10, 2025, we completed a series of previously announced refinancing transactions. Following the completion of the transactions, no amounts remain outstanding for our prior 2026 term loan, our prior 2028 term loan or our prior revolving credit facility. Additionally, we issued a $545 million tranche B-2 term loan that matures in June 2028 and a $340 million tranche B-3 term loan that matures in November 2029. We also replaced the prior revolving credit facility with a new $208
million revolving credit facility, maturing on July 7, 2027, and a $70.0 million non-extended revolving credit facility, which matured on January 7, 2026. Finally, we also entered into a new three-year accounts receivable securitization facility with aggregate commitments of up to $450 million that is scheduled to terminate on April 10, 2028. Additional information about the refinancing transactions is presented in Note 9. Long-Term Debt.
On May 14, 2025, we announced a multi-year media rights agreement which allows us to produce and distribute all preseason, regular season and first-round playoff Tampa Bay Lightning games that are not allocated exclusively to national broadcasts. This agreement began with the 2025-2026 National Hockey League season, which started with the preseason in late September 2025.
On June 13, 2025, we announced a new, multi-year agreement with the Women's National Basketball Association ("WNBA") to continue airing regular season Friday night matchups on ION as part of its WNBA Fright Night Spotlight series.
On July 7, 2025, we entered into agreements with Gray Media, Inc. ("Gray"), to swap television stations across five markets. Upon completion of the transactions, we will acquire Gray's KKTV (CBS) in Colorado Springs, Colorado; KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado; and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho. Gray will be acquiring WSYM (Fox) in Lansing, Michigan, and KATC (ABC) in Lafayette, Louisiana. The swap involves the exchange of comparable assets. As a result, neither company will pay cash consideration to the other. The transaction will close upon satisfaction of closing conditions and necessary regulatory approvals.
On August 6, 2025, we issued $750 million of senior secured second lien notes (the "2030 Senior Notes"), which bear interest at a rate of 9.875% per annum and mature on August 15, 2030. The 2030 Senior Notes were priced at 99.509% of par value and interest is payable semi-annually on August 15 and February 15. The proceeds from the 2030 Senior Notes were used to repay the remaining $426 million principal amount of the 2027 Senior Notes, provide a $205 million principal prepayment toward the June 2028 term loan, pay $89.7 million toward outstanding borrowings under our revolving credit facilities and pay 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
The trends and underlying economic conditions affecting operating performance and future prospects differ for each of our operating segments. Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our operating segments that follows.
Consolidated Results of Operations
Consolidated results of operations were as follows:
For the years ended December 31,
(in thousands)
Change
Change
Operating revenues
Cost of revenues, excluding depreciation and amortization
Selling, general and administrative expenses, excluding depreciation and amortization
Restructuring costs
Depreciation and amortization of intangible assets
Impairment of goodwill
Gains (losses), net on disposal of property and equipment
Operating income (loss)
Interest expense
Loss on extinguishment of debt
Other financing transaction costs
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
Benefit (provision) for income taxes
Net income (loss)
2025 compared with 2024
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 $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.
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. 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. ("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. 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 the "Miscellaneous, net" caption for 2024.
The effective income tax rate was 16% and 30% for 2025 and 2024, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are due to the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($2.6 million expense in 2025 and $3.2 million expense in 2024), state deferred rate changes ($0.9 million benefit in 2025 and $2.6 million benefit in 2024) and state NOL valuation allowance changes.
Operating Performance — As discussed in the Notes to Consolidated Financial Statements, our chief operating decision maker evaluates operating performance using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.
For our operating segments, items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of segment performance enables us to evaluate operating performance based upon current economic conditions and decisions made by the managers of those segments in the current period.
Our segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. The intercompany carriage fee revenue earned by our local broadcast television stations is equal to the carriage fee expense incurred by our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.
The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.
Information regarding our operating performance and a reconciliation of such information to the Consolidated Financial Statements is as follows:
For the years ended December 31,
(in thousands)
Change
Change
Segment operating revenues:
Local Media
Scripps Networks
Other
Intersegment eliminations
Total operating revenues
Segment profit (loss):
Local Media
Scripps Networks
Other
Shared services and corporate
Restructuring costs
Depreciation and amortization of intangible assets
Impairment of goodwill
Gains (losses), net on disposal of property and equipment
Interest expense
Loss on extinguishment of debt
Other financing transaction costs
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
Local Media — Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 12 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunication companies, satellite carriers and over-the-top virtual MVPDs.
National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally-produced programming.
The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the services and automotive categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years.
Operating results for our Local Media segment were as follows:
For the years ended December 31,
(in thousands)
Change
Change
Segment operating revenues:
Core advertising
Political
Distribution
Other
Total operating revenues
Segment costs and expenses:
Employee compensation and benefits
Programming
Other expenses
Total costs and expenses
Segment profit
2025 compared with 2024
Revenues
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 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. 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
2024. 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. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and/or digital distribution. Our Scripps Networks segment earns revenue primarily through the sale of advertising. The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.
Operating results for our Scripps Networks segment were as follows:
For the years ended December 31,
(in thousands)
Change
Change
Total operating revenues
Segment costs and expenses:
Employee compensation and benefits
Programming
Other expenses
Total costs and expenses
Segment profit
2025 compared with 2024
Revenues
Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $31.6 million or 3.8% in 2025 compared to 2024. 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 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 $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. 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 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
We centrally provide certain services to our operating segments. Such services include accounting, tax, cash management, procurement, human resources, employee benefits and information technology. The segments are allocated costs for such services at amounts agreed upon by management. Such allocated costs may differ from amounts that might be negotiated at arms-length. Costs for such services that are not allocated to the segments are included in shared services and corporate costs. Shared services and corporate also includes unallocated corporate costs, such as costs associated with being a public company.
Shared services and corporate expenses were $88.2 million in 2025 and $88.9 million in 2024.
Liquidity and Capital Resources
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 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.
Cash Flows
For the years ended December 31,
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
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. 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.
Debt
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 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
In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.
Equity
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). 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.
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.
Contractual Obligations
The following table summarizes contractual cash obligations as of December 31, 2025:
Less than
Years
Years
Over
(in thousands)
1 Year
5 Years
Total
Long-term debt: (a)
Principal amounts
Interest on debt
Undeclared and unpaid preferred stock dividends (b)
Programming: (c)
Program licenses, network affiliations and other programming commitments
Employee compensation and benefits:
Deferred compensation and other post-employment benefits
Employment and talent contracts (d)
Pension obligations (e)
Leases (f)
Other purchase and service commitments (g)
Total contractual cash obligations
(a) — Refer to Note 9. Long-Term Debt of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). 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 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. Capital Stock and Share-Based Compensation Plans of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). Reflects aggregated undeclared and unpaid cumulative dividends related to our Series A preferred stock.
(c) — Program licenses and sports programming rights fees generally require payments over the terms of the agreements. Sports programming commitments totaled $329 million in aggregate as of December 31, 2025. Licensed programming includes both programs that have been delivered and are available for telecast and programs that have not yet been produced. It also includes payments for our broadcast television station network affiliation agreements and Scripps Networks carriage agreements with local television broadcasters. If the programs are not produced, our commitments would generally expire without obligation. Fixed fee amounts payable under our network affiliation and carriage agreements are also included. Variable amounts, including certain sports programming rights payments that are variable based primarily on revenues, in excess of the contractual amounts payable to the networks and broadcasters are not included in the amounts above.
(d) — We secure on-air talent for our television stations through multi-year talent agreements. Certain agreements may be terminated under certain circumstances or at certain dates prior to expiration. We expect our employment and talent contracts will be renewed or replaced with similar agreements upon their expiration. Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual obligations table.
(e) — Contractual commitments summarized include payments to meet minimum funding requirements of our defined benefit pension plans and estimated benefit payments for our unfunded SERPs. Contractual pension obligations reflect anticipated minimum statutory pension contributions as of December 31, 2025, based upon pension funding regulations in effect at the time and our current pension assumptions regarding discount rates and returns on plan assets. Actual funding requirements may differ from amounts presented due to changes in discount rates, returns on plan assets or pension funding regulations that are in effect at the time. Payments for the SERPs have been estimated over a ten-year period. Accordingly, the amounts in the "over 5 years" column include estimated payments for the periods of 2031-2035. While benefit payments under these plans are expected to continue beyond 2035, we do not believe it is practicable to estimate payments beyond this period.
(f) — Refer to Note 7. Leases of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).
(g) — We obtain audience ratings, market research and certain other services under multi-year agreements. These agreements are generally not cancelable prior to expiration of the service agreement. We may also enter into contracts with certain vendors and suppliers. These contracts typically do not require the purchase of fixed or minimum quantities and generally may be terminated at any time without penalty. Included in the table are purchase orders placed as of December 31, 2025. The table does not include any reserves for income taxes recognized because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes. As of December 31, 2025, our reserves for income taxes totaled $40.2 million, which is reflected as a long-term liability in our Consolidated Balance Sheet.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.
Note 1 to our Consolidated Financial Statements describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. We believe the following to be the most critical accounting policies, estimates and assumptions affecting our reported amounts and related disclosures.
Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill for each reporting unit must be tested for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value. If the fair value of the reporting unit is less than its carrying value, we would be required to record an impairment charge.
The following is goodwill by reportable segment as of December 31, 2025:
(in thousands)
Local Media
Scripps Networks
Other
Total goodwill
For our annual impairment testing, we utilized the quantitative approach for performing our test. Under that approach, we determine the fair value of each reporting unit with consideration to the discounted cash flow method of the income approach, the general public company (“GPC”) method of the market approach and the guideline transactions method of the market approach. The weighting or prevalence of these methods in each annual impairment test can be impacted by current market conditions or the relevance of current data. Particularly for the discounted cash flow analysis, significant judgment is required to estimate the future cash flows derived from the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate. The determination of the discount rate is based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium. 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. 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.
The GPC method relies upon valuation multiples derived from stock prices and operating values of publicly traded companies that are comparable to our reporting units. These multiples are then used to develop an estimate of value for the respective reporting unit. The valuation multiples applied are based on the operating values of the guideline companies divided by EBITDA. The EBITDA financial measure reflects the mature business stage of our reporting units. The estimated operating value determined by applying EBITDA to the selected multiple is then increased by a control premium factor derived from historical control premium indicators from industry transactions.
The guideline transactions method is based on valuation multiples derived from actual transactions for public and private companies comparable to our reporting units. Similar to the GPC method, these multiples are then used to develop an estimate of value for the respective reporting unit. 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 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. At December 31, 2025, the carrying value of our television FCC licenses was $765 million, which are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired. We compare the estimated fair value of each individual FCC license to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair value is estimated for our FCC licenses using a method referred to as the “Greenfield Approach.” This approach uses a discounted cash flow model that incorporates multiple assumptions relating to the future prospects of each individual FCC license, including market revenues, long-term growth projections, and estimated cash flows based on market size and station type. 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 $150 million and any resulting 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"). Both the defined benefit plan and the SERPs have frozen the accrual of future benefits.
The measurement of our pension obligation and related expense is dependent on a variety of estimates, including: discount rates; expected long-term rate of return on plan assets; and mortality and retirement ages. We review these assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. 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.
The assumptions used in accounting for our defined benefit pension plan for 2025 and 2024 are as follows:
Discount rate for expense
Discount rate for obligation
Long-term rate of return on plan assets for expense
The discount rate used to determine our future pension obligation is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. 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. 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.
Under our asset allocation strategy, approximately 55% of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations. The remaining 45% of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. A decrease in the expected rate of return on plan assets increases pension expense. A 50 basis point change in the 2026 expected long-term rate of return on plan assets would increase or decrease our 2026 pension expense by approximately $1.8 million.
We had unrecognized accumulated other comprehensive loss related to net actuarial losses for our pension plan and SERPs of $85.9 million at December 31, 2025. Unrealized actuarial gains and losses result from deferred recognition of differences between our actuarial assumptions and actual results. In 2025, we had an actuarial gain of $13.2 million.
Recent Accounting Guidance
Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.
Quantitative and Qualitative Disclosures about Market Risk
Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments.
Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows, and to reduce overall borrowing costs. We may use derivative financial instruments to modify exposure to risks from fluctuations in interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.
We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at the secured overnight financing rate ("SOFR") plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. A 100 basis point increase in SOFR would increase annual interest expense on our variable rate borrowings by approximately $9.8 million.
The following table presents additional information about market-risk-sensitive financial instruments:
As of December 31, 2025
As of December 31, 2024
(in thousands)
Cost
Basis
Fair
Value
Cost
Basis
Fair
Value
Financial instruments subject to interest rate risk:
Accounts receivable securitization facility
Revolving credit facilities
Senior secured notes, due in January 2029
Senior secured notes, due in August 2030
Senior unsecured notes, due in July 2027
Senior unsecured notes, due in January 2031
Term loan, due in June 2028
Term loan, due in November 2029
Term loan, due in May 2026
Term loan, due in January 2028
Long-term debt, including current portion
Financial instruments subject to market value risk:
Investments held at cost
(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. We estimate the fair values of these investments approximate their carrying values at December 31, 2025 and 2024.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Scripps’ management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable, but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
As required by Section 404 of the Sarbanes Oxley Act of 2002, management assessed the effectiveness of The E.W. Scripps Company and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, 2025. Management’s assessment is based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025.
The Company’s independent registered public accounting firm has issued an attestation report on our internal control over financial reporting as of December 31, 2025. This report appears on page F-19.
Date: February 27, 2026
/s/ Adam P. Symson
Adam P. Symson
President and Chief Executive Officer
/s/ Jason Combs
Jason Combs
Chief Financial Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of The E.W. Scripps Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The E.W. Scripps Company and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). 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, 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
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Scripps Networks’ Goodwill — Refer to Note 8 to the financial statements
Critical Audit Matter Description
The Company tests goodwill for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value. The Company determines the fair value of each reporting unit using both income and market approaches. The income approach requires management to make significant estimates and assumptions including future cash flows derived from the business and the discount rate. The market approach requires use of market price data of guideline public companies to estimate the fair value of the reporting unit. Changes in these assumptions could result in significantly different estimates of the fair values.
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 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 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 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 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:
◦ Historical cash flows.
◦ Underlying analysis detailing business strategies and growth plans, including consideration of the current economic environment.
◦ Internal communications to management and the Board of Directors.
◦ 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.
◦ Developing a range of independent estimates for the valuation multiples and comparing those to the multiples selected by management.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 27, 2026
We have served as the Company’s auditor since at least 1959; however, an earlier year could not be reliably determined.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of The E.W. Scripps Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of The E.W. Scripps Company and subsidiaries (the “Company”) 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 (COSO). 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, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 27, 2026
The E.W. Scripps Company
Consolidated Balance Sheets
As of December 31,
(in thousands, except share data)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable (less allowances — $ 5,909 and $ 7,449 )
Miscellaneous
Assets held for sale
Total current assets
Investments
Property and equipment
Operating lease right-of-use assets
Goodwill
Other intangible assets
Programming
Miscellaneous
Total Assets
Liabilities and Equity
Current liabilities:
Accounts payable
Unearned revenue
Current portion of long-term debt
Accrued liabilities:
Employee compensation and benefits
Accrued taxes
Programming liability
Accrued interest
Miscellaneous
Other current liabilities
Liabilities held for sale
Total current liabilities
Long-term debt (less current portion)
Deferred income taxes
Operating lease liabilities
Other liabilities (less current portion)
Commitments and contingencies (Note 15)
Equity:
Preferred stock, $ 0.01 par — authorized: 25,000,000 shares; none outstanding
Preferred stock — Series A, $ 100,000 par; 6,000 shares issued and outstanding (redemption value of $ 749,587 at December 31, 2025 and $ 688,309 at December 31, 2024)
Common stock, $ 0.01 par:
Class A — authorized: 240,000,000 shares; issued and outstanding: 2025 - 77,081,135 shares; 2024 - 74,694,541 shares
Voting — authorized: 60,000,000 shares; issued and outstanding: 2025 - 11,932,722 shares; 2024 - 11,932,722 shares
Total preferred and common stock
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net of income taxes
Total equity
Total Liabilities and Equity
See Notes to Consolidated Financial Statements.
The E.W. Scripps Company
Consolidated Statements of Operations
For the years ended December 31,
(in thousands, except per share data)
Operating Revenues:
Advertising
Distribution
Other
Total operating revenues
Operating Expenses:
Cost of revenues, excluding depreciation and amortization
Selling, general and administrative expenses, excluding depreciation and amortization
Restructuring costs
Depreciation
Amortization of intangible assets
Impairment of goodwill
Losses (gains), net on disposal of property and equipment
Total operating expenses
Operating income (loss)
Interest expense
Loss on extinguishment of debt
Other financing transaction costs
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
Provision (benefit) for income taxes
Net income (loss)
Preferred stock dividends
Net income (loss) attributable to the shareholders of The E.W. Scripps Company
Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company
Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company
Weighted average shares outstanding:
Basic
Diluted
See Notes to Consolidated Financial Statements.
The E.W. Scripps Company
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31,
(in thousands)
Net income (loss)
Changes in defined benefit pension plans, net of tax of $ 3,237 , $ 93 , and $ 658
Other, net of tax of $ 235 , $( 28 ) and $( 38 )
Total comprehensive income (loss) attributable to preferred and common stockholders
See Notes to Consolidated Financial Statements.
The E.W. Scripps Company
Consolidated Statements of Cash Flows
For the years ended December 31,
(in thousands)
Cash Flows from Operating Activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization
Impairment of goodwill
Losses (gains), net on disposal of property and equipment
Loss on extinguishment of debt
Programming assets and liabilities
Restructuring impairment charges
Losses (gains) on sale of investments
Impairment of investments
Loss provision on held for sale assets
Deferred income taxes
Stock and deferred compensation plans
Pension contributions, net of income/expense
Other changes in certain working capital accounts, net
Miscellaneous, net
Net cash provided by operating activities
Cash Flows from Investing Activities:
Additions to property and equipment
Purchase of investments
Proceeds from sale of investments
Proceeds from sale of property and equipment
Net cash used in investing activities
Cash Flows from Financing Activities:
Net borrowings (payments) under revolving credit facility
Proceeds received from accounts receivable securitization facility
Payments on accounts receivable securitization facility
Proceeds from issuance of long-term debt
Payments on long-term debt
Payments of debt extinguishment costs
Payments of deferred financing costs
Dividends paid on preferred stock
Tax payments related to shares withheld for vested stock and RSUs
Miscellaneous, net
Net cash used in financing activities
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash:
Beginning of year
End of year
Supplemental Cash Flow Disclosures
Interest paid
Income taxes paid
Non-cash investing and financing information
Accrued capital expenditures
See Notes to Consolidated Financial Statements.
The E.W. Scripps Company
Consolidated Statements of Equity
(in thousands, except share data)
Preferred Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated
Other
Comprehensive
Income (Loss) ("AOCI")
Total
Equity
As of December 31, 2022
Comprehensive income (loss)
Preferred stock dividends: $ 8,000 per share, $ 2,305 of issuance costs accretion
Compensation plans: 1,194,546 net shares issued *
As of December 31, 2023
Comprehensive income (loss)
Preferred stock dividends: $ 2,305 of issuance costs accretion
Compensation plans: 1,850,660 net shares issued *
As of December 31, 2024
Comprehensive income (loss)
Preferred stock dividends: $ 2,305 of issuance costs accretion
Compensation plans: 2,386,594 net shares issued *
As of December 31, 2025
* Net of tax payments related to shares withheld for vested stock and RSUs of $ 1,769 in 2025, $ 1,882 in 2024 and $ 4,955 in 2023.
See Notes to Consolidated Financial Statements.
The E.W. Scripps Company
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
As used in the Notes to Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies or to all of them taken as a whole.
Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks. All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content. Our media businesses are organized into the following reportable segments: Local Media, Scripps Networks and Other. Additional information for our segments is presented in the Notes to Consolidated Financial Statements.
Basis of Presentation — Certain amounts in the prior periods have been reclassified to conform to the current period's presentation.
Concentration Risks — Our operations are geographically dispersed and we have a diverse customer base. 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.
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.
Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.
Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements.
Consolidation — The Consolidated Financial Statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation.
Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Nature of Products and Services — The following is a description of principal activities from which we generate revenue.
Core Advertising — Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.
Political Advertising — Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups.
Distribution Revenues — We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber.
Refer to Note 14. Segment Information for further information, including revenue by significant product and service offering.
Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers.
Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied.
Distribution — Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.
Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.
Cash Equivalents — Cash equivalents represent highly liquid investments with maturity of less than three months when acquired.
Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized.
We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services.
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. A rollforward of the allowance for doubtful accounts is as follows:
(in thousands)
January 1, 2023
Charged to costs and expenses
Amounts charged off, net
Balance as of December 31, 2023
Charged to costs and expenses
Amounts charged off, net
Balance as of December 31, 2024
Charged to costs and expenses
Amounts charged off, net
Balance as of December 31, 2025
We record unearned revenue when cash payments are received in advance of our performance. We generally require advance payment for advertising contracts with political advertising customers. 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. We recorded $ 15.5 million of revenue in 2025 that was included in unearned revenue at December 31, 2024.
Assets Recognized from the Costs to Obtain a Contract with a Customer — We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply and use the practical expedient in the revenue guidance to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. This expedient applies to advertising sales commissions since advertising contracts are short-term in nature.
Investments — From time to time, we make investments in private companies. Investment securities can be impacted by various market risks, including interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect the amounts reported in our financial statements.
We record investments in private companies not accounted for under the equity method at cost, net of impairment write-downs, because no readily determinable market price is available.
We regularly review our investments to determine if there has been any other-than-temporary decline in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which cost exceeds fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near-term prospects of the investee. We reduce the cost basis when a decline in fair value below cost is determined to be other than temporary, with the resulting adjustment charged against earnings.
Property and Equipment — Property and equipment is carried at cost less depreciation. We compute depreciation using the straight-line method over estimated useful lives as follows:
Buildings and improvements
15 to 45 years
Leasehold improvements
Shorter of term of lease or useful life
Broadcast transmission towers and related equipment
15 to 35 years
Other broadcast and program production equipment
3 to 15 years
Computer hardware
3 to 5 years
Office and other equipment
3 to 10 years
Programming — Programming includes the cost of national television network programming, carriage agreements with local television broadcasters, programming produced by us or for us by independent production companies, rights acquired under multi-year sports programming agreements and programs licensed under agreements with independent producers.
Our network affiliation agreements require the payment of affiliation fees to the network. Network affiliation fees consist of pre-determined fixed fees in all cases and variable payments based on a share of retransmission revenues above the fixed fees for some of our agreements.
The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows. The realizable value of internal costs incurred for trial footage at Court TV, including employee compensation and benefits, are capitalized and amortized based upon expected future cash flows. All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred.
The costs of programming acquired under multi-year sports rights agreements are capitalized if the rights payments are made before the related economic benefit has been received. We amortize sports programming assets based upon expected cash flows over the term of the rights agreement.
Program licenses principally consist of television series and films. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. We record licensed program assets and liabilities when the license period has commenced and the programs are available for broadcast. We do not discount program licenses for imputed interest. We amortize program licenses based upon expected cash flows over the term of the license agreement.
Progress payments on programs not yet available for broadcast are recorded as deposits within programming assets.
Program assets are predominantly monetized as a group on each of our respective national networks, broadcast television stations and digital content offerings. For program assets predominantly monetized within a network or television station group, when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs, fair value of the content is aggregated at the group level by considering expected future revenue generation. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. An impairment charge is recorded if the fair value of a film group is less than the film group’s carrying value. Programming and development costs for programs we have determined will not be produced, are fully expensed in the period the determination is made.
For our program assets available for broadcast, estimated amortization for each of the next five years is $ 122.5 million in 2026, $ 80.5 million in 2027, $ 40.6 million in 2028, $ 21.5 million in 2029, $ 5.5 million in 2030 and $ 2.4 million thereafter. Actual amortization in each of the next five years will exceed the amounts currently recorded as program assets available for broadcast, as we will continue to produce and license additional programs. The unamortized balance of program assets are classified as non-current assets in our Consolidated Balance Sheets.
Program rights liabilities payable within the next twelve months are included as current liabilities and noncurrent program rights liabilities are included in other noncurrent liabilities.
FCC Repack — In April 2017, the Federal Communications Commission (“FCC”) began a process of reallocating the broadcast spectrum (“repack”). Specifically, the FCC was requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provided the FCC with a fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels.
The total amount of consideration collected from the FCC was recorded as a deferred liability and is recognized against depreciation expense in the same manner that the underlying FCC repack fixed assets are depreciated. Deferred FCC repack income totaled $ 30.8 million at December 31, 2025 and $ 37.7 million at December 31, 2024.
Leases — We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Consolidated Balance Sheets.
Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill represents the cost of acquisitions in excess of the acquired businesses’ tangible assets and identifiable intangible assets.
FCC licenses represent the value assigned to the broadcast licenses of acquired broadcast television stations. Broadcast television stations are subject to the jurisdiction of the FCC, which prohibits the operation of stations except in accordance with an FCC license. FCC licenses stipulate each station’s operating parameters as defined by channels, effective radiated power and antenna height. FCC licenses are granted for a term of up to eight years , and are renewable upon request. We have never had a renewal request denied and all previous renewals have been for the maximum term.
We do not amortize goodwill or our FCC licenses, but we review them for impairment at least annually or any time events occur or conditions change that would indicate it is more likely than not the fair value of a reporting unit is below its carrying value. We perform our annual impairment review during the fourth quarter of each year in conjunction with our annual planning cycle. We also assess, at least annually, whether our FCC licenses, classified as indefinite-lived intangible assets, continue to have indefinite lives.
We review goodwill for impairment based upon our reporting units, which are defined as operating segments or groupings of businesses one level below the operating segment level. Reporting units with similar economic characteristics are aggregated into a single unit when testing goodwill for impairment. Our reporting units are Local Media, Scripps Networks and Tablo.
Amortizable Intangible Assets — Television network affiliations represents the value assigned to an acquired broadcast television station’s relationship with a national television network. Television stations affiliated with national television networks typically have greater profit margins than independent television stations, primarily due to audience recognition of the television station as a network affiliate. We amortize these network affiliation relationships on a straight-line basis over estimated useful lives of 20 years.
We amortize customer lists and other intangible assets in relation to their expected future cash flows over estimated useful lives of up to 20 years.
Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment, ROU assets and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the aggregate forecasted undiscounted cash flows derived from the operation of the assets to the carrying amount of the assets. If the aggregate undiscounted cash flow is less than the carrying amount of the assets, the assets are written down to fair value. We determine fair value based on discounted cash flows or appraisals. We report long-lived assets to be disposed of at the lower of carrying amount or fair value less costs to sell.
Self-Insured Risks — We are self-insured, up to certain limits, for general and automobile liability, employee health, disability and workers’ compensation claims and certain other risks. Estimated liabilities for unpaid claims totaled $ 10.7 million at December 31, 2025 and $ 10.2 million at December 31, 2024. We estimate liabilities for unpaid claims using actuarial methodologies and our historical claims experience. While we re-evaluate our assumptions and review our claims experience on an ongoing basis, actual claims paid could vary significantly from estimated claims, which would require adjustments to expense.
Income Taxes — We recognize deferred income taxes for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. We establish a valuation allowance if we believe that it is more likely than not that we will not realize some or all of the deferred tax assets.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or that we expect to take in a tax return. Interest and penalties associated with such tax positions are included in the tax provision. The liability for additional taxes and interest is included in other liabilities in the Consolidated Balance Sheets.
Risk Management Contracts — We do not hold derivative financial instruments for trading or speculative purposes and we do not hold leveraged contracts. From time to time, we may use derivative financial instruments to limit the impact of interest rate fluctuations on our earnings and cash flows.
Stock-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in Note 16. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors.
We recognize compensation cost based on the grant-date fair value of the award. We determine the fair value of awards that grant the employee the underlying shares by the fair value of a Class A Common share on the date of the award.
Certain awards of RSUs have performance conditions under which the number of shares granted is determined by the extent to which such performance conditions are met (“Performance Shares”). Compensation costs for such awards are measured by the grant-date fair value of a Class A Common share and the number of shares earned. In periods prior to completion of the performance period, compensation costs are based upon estimates of the number of shares that will be earned.
Compensation costs are recognized on a straight-line basis over the requisite service period of the award. The impact of forfeitures is recognized as they occur. The requisite service period is generally the vesting period stated in the award. Grants to retirement-eligible employees are expensed immediately and grants to employees who will become retirement eligible prior to the end of the stated vesting period are expensed over such shorter period because stock compensation grants vest upon the retirement eligibility of the employee.
Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as certain of our RSUs, are considered participating securities for purposes of calculating EPS. Under the two-class method, we allocate a portion of net income to these participating securities and therefore exclude that income from the calculation of EPS for common stock. We do not allocate losses to the participating securities.
The following table presents information about basic and diluted weighted-average shares outstanding:
For the years ended December 31,
(in thousands)
Numerator (for basic and diluted earnings per share)
Net income (loss)
Less income allocated to RSUs
Less preferred stock dividends
Numerator for basic and diluted earnings per share
Denominator
Basic weighted-average shares outstanding
Effect of dilutive securities
Diluted weighted-average shares outstanding
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, 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.
2. Recently Adopted and Issued Accounting Standards
Recently Issued Accounting Standards
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: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil-and gas-producing activities or other types of depletion expenses. Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements. The guidance does not change the expense captions an entity presents on the face of the income statement. The guidance also provides clarification regarding identifying relevant expense captions. Furthermore, certain other expenses and gains or losses that must be disclosed under existing U.S. GAAP, and that are recorded in a relevant expense caption, must be presented in the same tabular disclosure on an annual, and, when applicable, interim basis. In addition, the guidance requires entities to disclose selling expenses on an annual and interim basis. The guidance does not define selling expenses, rather, entities will make their own determination of the composition of selling expenses and the definition on an annual basis. The guidance is for our annual periods beginning in 2027 and interim periods beginning in the first quarter of 2028, 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 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. The guidance requires entities to disclose: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. 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.
3. Restructuring Costs and Other Transactions
Restructuring and Reorganization
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 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. 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. These restructuring activities resulted in the elimination of more than 200 jobs during 2024.
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. 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. Restructuring costs in 2023 also 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.
(in thousands)
Severance and Employee Benefits
Other Restructuring Charges
Total
Liability as of December 31, 2022
Net accruals
Payments
Non-cash (a)
Liability as of December 31, 2023
Net accruals
Payments
Non-cash (a)
Liability as of December 31, 2024
Net accruals
Payments
Non-cash (a)
Liability as of December 31, 2025
(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.
4. Income Taxes
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 components of income (loss) for operations before income taxes consisted of the following:
For the years ended December 31,
(in thousands)
Domestic
Foreign
Total
The provision for income taxes from operations consisted of the following:
For the years ended December 31,
(in thousands)
Current:
Federal
State and local
Foreign
Total current income tax provision
Deferred:
Federal
State and local
Foreign
Total deferred income tax provision
Provision (benefit) for income taxes
The difference between the statutory rate for federal income tax and the effective income tax rate was as follows:
For the years ended December 31,
(in thousands)
U.S. federal statutory rate
State and local income taxes, net of federal income tax effect *
Foreign tax effects
Nontaxable or non-deductible items:
Non-deductible goodwill impairment
Equity compensation tax windfall/shortfall deduction
Non-deductible executive compensation
Other non-deductible expenses
Changes in unrecognized tax benefits
Other adjustments:
Federal accrued interest on deferred gain
Other
Effective income tax rate
* 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)
Federal
State:
Florida
Other
Foreign
Income taxes paid, net of refunds received
The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows:
As of December 31,
(in thousands)
Temporary differences:
Property and equipment
Goodwill and other intangible assets
Investments, primarily gains and losses not yet recognized for tax purposes
Accrued expenses not deductible until paid
Deferred compensation and retiree benefits not deductible until paid
Operating lease right-of-use assets
Operating lease liabilities
Interest limitation carryforward
Other temporary differences, net
Total temporary differences
Federal and state net operating loss carryforwards
Valuation allowance for state deferred tax assets
Net deferred tax liability
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 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. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance.
The Company has not provided for income taxes, including withholding tax, U.S. state taxes, or tax on foreign exchange rate changes, associated with the undistributed earnings of our non-U.S. subsidiaries because we plan to indefinitely reinvest the unremitted earnings in these entities.
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:
For the years ended December 31,
(in thousands)
Gross unrecognized tax benefits at beginning of year
Increases in tax positions for prior years
Decreases in tax positions for prior years
Increases in tax positions for current year
Decreases from lapse in statute of limitations
Decreases due to settlements with taxing authorities
Gross unrecognized tax benefits at end of year
The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 12.4 million at December 31, 2025. We accrue interest and penalties related to unrecognized tax benefits in our provision for income taxes. At December 31, 2025 and 2024, we had accrued interest related to unrecognized tax benefits of $ 4.9 million and $ 3.4 million, respectively, and penalties of $ 1.7 million and $ 1.3 million, respectively.
We file income tax returns in the U.S., Canada and in various state and local jurisdictions. We are routinely examined by tax authorities in these jurisdictions. At December 31, 2025, we are no longer subject to federal income tax examinations for years prior to 2022. For state and local jurisdictions, we are generally no longer subject to income tax examinations for years prior to 2021.
5. Investments
Investments consisted of the following:
As of December 31,
(in thousands)
Investments held at cost
Equity method investments
Total investments
In January 2025, we announced the formation of a joint venture with Gray Media, Nexstar Media Group, Inc. and Sinclair, Inc. Leveraging broadcasters’ uniquely efficient network architecture and the ATSC 3.0 transmission standard, EdgeBeam Wireless, LLC will provide expansive, reliable and secure data delivery services. This partnership creates a spectrum footprint that no individual broadcaster could achieve on its own, unlocking the potential of ATSC 3.0 to offer nationwide coverage for data delivery to billions of potential devices on market-disrupting terms. During 2025, we contributed $ 6.4 million to this equity method investment.
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.
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 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 for the year ended December 31, 2024.
Our investments do not trade in public markets, thus they do not have readily determinable fair values. We estimate the fair values of our investments to approximate their carrying values at December 31, 2025 and 2024.
6. Property and Equipment
Property and equipment consisted of the following:
As of December 31,
(in thousands)
Land and improvements
Buildings and improvements
Equipment
Computer software
Total
Accumulated depreciation
Net property and equipment
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.
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.
7. Leases
We have operating leases for office space, data centers and certain equipment. 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, 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:
As of December 31,
(in thousands, except lease term and discount rate)
Balance Sheet Information
Operating Leases
Right-of-use assets
Other current liabilities
Operating lease liabilities
Finance Leases
Property and equipment, at cost
Accumulated depreciation
Property and equipment, net
Other liabilities
Weighted Average Remaining Lease Term
Operating leases
10.20 years
7.37 years
Finance leases
32.50 years
33.50 years
Weighted Average Discount Rate
Operating leases
Finance leases
For the years ended December 31,
(in thousands)
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for operating lease obligations
Right-of-use assets obtained in exchange for finance lease obligations
Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows:
(in thousands)
Operating
Leases
Finance
Leases
Thereafter
Total future minimum lease payments
Less: Imputed interest
Total
8. Goodwill and Other Intangible Assets
Goodwill by segment was as follows:
(in thousands)
Local Media
Scripps Networks
Other
Total
Gross balance as of December 31, 2022
Accumulated impairment losses
Net balance as of December 31, 2022
Impairment charge
Balance as of December 31, 2023
Gross balance as of December 31, 2023
Accumulated impairment losses
Net balance as of December 31, 2024
Gross balance as of December 31, 2024
Accumulated impairment losses
Net balance as of December 31, 2024
Goodwill allocated to assets held for sale
Balance as of December 31, 2025
Gross balance as of December 31, 2025
Accumulated impairment losses
Net balance as of December 31, 2025
Other intangible assets consisted of the following:
As of December 31,
(in thousands)
Amortizable intangible assets:
Carrying amount:
Television network affiliation relationships
Customer lists and advertiser relationships
Other
Total carrying amount
Accumulated amortization:
Television network affiliation relationships
Customer lists and advertiser relationships
Other
Total accumulated amortization
Net amortizable intangible assets
Indefinite-lived intangible assets — FCC licenses
Total other intangible assets
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.
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.
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. 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.
The quantitative analysis to measure the extent of any goodwill impairment compares the estimated fair values of our reporting units to their respective carrying values. We determine the fair value of each reporting unit with consideration to the discounted cash flow method of the income approach, the general public company method of the market approach and the guideline transactions method of the market approach. The weighting or prevalence of these methods in each annual impairment test can be impacted by current market conditions or the relevance of current data. Particularly for the discounted cash flow analysis, significant judgment is required to estimate the future cash flows derived from the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate. The determination of the discount rate is based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium. 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). Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values.
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 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 %.
During 2023, the Scripps Networks business continued to experience softness within the national advertising marketplace, as macroeconomic challenges continued to impact advertising budgets. A longer than anticipated television advertising recession and the impact of declining linear television viewership trends negatively impacted expected future growth rates, profitability and the cash flows derived from the business as well as the expected period of time over which those cash flows will occur. These factors, coupled with decreases in our market capitalization, provided an indication that the fair value of our Scripps Networks reporting unit may be below its carrying value. We concluded that the fair value of our Scripps Networks reporting unit did not exceed its carrying value and we recognized $ 952 million in non-cash goodwill impairment charges during 2023.
9. Long-Term Debt
Long-term debt consisted of the following:
As of December 31,
(in thousands)
Accounts receivable securitization facility
Revolving credit facilities
Senior secured notes, due in January 2029
Senior secured notes, due in August 2030
Senior unsecured notes, due in July 2027
Senior unsecured notes, due in January 2031
Term loan, due in June 2028
Term loan, due in November 2029
Term loan, due in May 2026
Term loan, due in January 2028
Total outstanding principal
Less: Debt issuance costs and issuance discounts
Less: Current portion
Net carrying value of long-term debt
Fair value of long-term debt *
* 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 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. 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, 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). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. 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 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.
2029 Senior Secured Notes
On December 30, 2020, we issued $ 550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875 % per annum and mature on January 15, 2029. The 2029 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15. 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. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.
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
On July 26, 2019, we issued $ 500 million of senior unsecured notes, which bear interest at a rate of 5.875 % per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on July 15 and January 15. 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. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.
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
On December 30, 2020, we issued $ 500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375 % per annum and mature on January 15, 2031. The 2031 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15. 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. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.
We incurred approximately $ 12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes.
Debt Repurchase Authorization
In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $ 500 million and expires on March 1, 2026.
10. Fair Value Measurement
We measure certain financial assets and liabilities at fair value on a recurring basis, such as cash equivalents. The fair values of these financial assets were determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of input are as follows:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly.
• Level 3 — Unobservable inputs based on our own assumptions.
The following tables set forth our assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024:
December 31, 2025
(in thousands)
Total
Level 1
Level 2
Level 3
Cash equivalents
December 31, 2024
(in thousands)
Total
Level 1
Level 2
Level 3
Cash equivalents
The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items.
11. Other Liabilities
Other liabilities consisted of the following:
As of December 31,
(in thousands)
Employee compensation and benefits
Deferred FCC repack income
Programming liability
Liability for pension benefits
Liabilities for uncertain tax positions
Finance leases
Other
Other liabilities (less current portion)
12. Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
For the years ended December 31,
(in thousands)
Accounts receivable
Other current assets
Accounts payable
Unearned revenue
Accrued employee compensation and benefits
Accrued taxes
Accrued interest
Other accrued liabilities
Other, net
Total
13. Employee Benefit Plans
We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both the defined benefit plan and the SERPs have frozen the accrual of future benefits.
We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan.
Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans.
We use a December 31 measurement date for our retirement plans. Retirement plans expense is based on valuations as of the beginning of each year.
The components of the expense consisted of the following:
For the years ended December 31,
(in thousands)
Interest cost
Expected return on plan assets, net of expenses
Amortization of actuarial loss and prior service cost
Total for defined benefit plans
SERPs
Defined contribution plan
Net periodic benefit cost
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:
For the years ended December 31,
(in thousands)
Actuarial gain/(loss)
Amortization of actuarial loss and prior service cost
Total
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 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:
Discount rate
Long-term rate of return on plan assets
The discount rate used to determine our future pension obligations is based on a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans.
The expected long-term rate of return on plan assets is based upon the weighted-average expected rate of return and capital market forecasts for each asset class employed.
Changes in other key actuarial assumptions affect the determination of the benefit obligations as of the measurement date and the calculation of net periodic benefit costs in subsequent periods.
Obligations and Funded Status — The defined benefit pension plan obligations and funded status are actuarially valued as of the end of each year. The following table presents information about our employee benefit plan assets and obligations:
Defined Benefit Plan
SERPs
For the years ended December 31,
(in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year
Interest cost
Benefits paid
Actuarial (gains)/losses
Projected benefit obligation at end of year
Plan assets:
Fair value at beginning of year
Actual return on plan assets
Company contributions
Benefits paid
Fair value at end of year
Funded status
Amounts recognized in Consolidated Balance Sheets:
Current liabilities
Noncurrent liabilities
Total
Amounts recognized in accumulated other comprehensive loss consist of:
Net actuarial loss
Prior service cost
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.
Information for plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets was as follows:
Defined Benefit Plan
SERPs
As of December 31,
(in thousands)
Accumulated benefit obligation
Projected benefit obligation
Fair value of plan assets
Assumptions used to determine the defined benefit pension plan benefit obligation were as follows:
Weighted average discount rate
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.
Plan Assets and Investment Strategy
Our long-term investment strategy for pension assets is to earn a rate of return over time that minimizes future contributions to the plan while reducing the volatility of pension assets relative to pension liabilities. The strategy reflects the fact that we have frozen the accrual of service credits under our plans which cover the majority of employees. We evaluate our asset allocation target ranges for equity, fixed income and other investments annually. We monitor actual asset allocations quarterly and adjust as necessary. We control risk through diversification among multiple asset classes, managers and styles. Risk is further monitored at the manager and asset class level by evaluating performance against appropriate benchmarks.
Information related to our pension plan asset allocations by asset category were as follows:
Target
allocation
Percentage of plan assets
as of December 31,
US equity securities
Non-US equity securities
Fixed-income securities
Other
Total
U.S. equity securities include common stocks of large, medium and small capitalization companies, which are predominantly U.S. based. Non-U.S. equity securities include companies domiciled outside of the U.S. and American depository receipts. Fixed-income securities include securities issued or guaranteed by the U.S. government, mortgage backed securities and corporate debt obligations. Other investments include real estate funds and cash equivalents.
Under our asset allocation strategy, approximately 55 % of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations. The remaining 45 % of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed.
The following table presents our plan assets as of December 31, 2025 and 2024:
As of December 31,
(in thousands)
Equity securities
Common/collective trust funds
Fixed income
Common/collective trust funds
Receivables for investment sold
Fair value of plan assets
Our investments are valued using net asset value as a practical expedient as allowed under U.S. GAAP and therefore are not valued using the fair value hierarchy.
Equity securities-common/collective trust funds and fixed income-common/collective trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Common/collective trust funds are typically valued at their net asset values that are calculated by the investment manager or sponsor of the fund and have daily or monthly liquidity.
14. Segment Information
We determine our operating segments based upon our management and internal reporting structure, as well as the basis that our chief operating decision maker makes resource allocation decisions.
Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates. We also have 12 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunication companies, satellite carriers and over-the-top virtual MVPDs.
Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The Scripps Networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and/or digital distribution. These operations earn revenue primarily through the sale of advertising.
Our segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks. The intercompany carriage fee revenue earned by our local broadcast television stations is equal to the carriage fee expense incurred by our national networks. We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our segments. These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.
The other segment caption aggregates our operating segments that are too small to report separately. Costs for centrally provided services and certain corporate costs that are not allocated to the segments are included in shared services and corporate costs. These unallocated corporate costs would also include the costs associated with being a public company. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes and deferred income taxes.
Our President and Chief Executive Officer is the Company's chief operating decision maker. He evaluates the monthly operating performance of our segments, including budget-to-actual variances, and makes decisions about the allocation of resources to our segments using a measure called segment profit. Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.
Information regarding our segments is as follows:
For the year ended December 31, 2025
(in thousands)
Local Media
Scripps Networks
Total
Revenues from external customers
Intersegment revenues
Reportable segments revenues
Other revenues (a)
Intersegment eliminations
Total consolidated operating revenues
Less: (b)
Employee compensation and benefits
Programming (c)
Other segment items (d)
Segment profit for reportable segments
Other segment profit (loss) (a)
Shared services and corporate
Restructuring costs
Depreciation and amortization of intangible assets
Gains (losses), net on disposal of property and equipment
Interest expense
Loss on extinguishment of debt
Other financing transaction costs
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
(a) Reflects revenues and profit (loss) from operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(c) Refer to Note 1. Summary of Significant Accounting Policies for disclosure of costs captured in programming.
(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.
For the year ended December 31, 2024
(in thousands)
Local Media
Scripps Networks
Total
Revenues from external customers
Intersegment revenues
Reportable segments revenues
Other revenues (a)
Intersegment eliminations
Total consolidated operating revenues
Less: (b)
Employee compensation and benefits
Programming (c)
Other segment items (d)
Segment profit for reportable segments
Other segment profit (loss) (a)
Shared services and corporate
Restructuring costs
Depreciation and amortization of intangible assets
Gains (losses), net on disposal of property and equipment
Interest expense
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
For the year ended December 31, 2023
(in thousands)
Local Media
Scripps Networks
Total
Revenues from external customers
Intersegment revenues
Reportable segments revenues
Other revenues (a)
Intersegment eliminations
Total consolidated operating revenues
Less: (b)
Employee compensation and benefits
Programming (c)
Other segment items (d)
Segment profit for reportable segments
Other segment profit (loss) (a)
Shared services and corporate
Restructuring costs
Depreciation and amortization of intangible assets
Impairment of goodwill
Gains (losses), net on disposal of property and equipment
Interest expense
Defined benefit pension plan income (expense)
Miscellaneous, net
Income (loss) from operations before income taxes
(a) Reflects revenues and profit (loss) from operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(c) Refer to Note 1. Summary of Significant Accounting Policies for disclosure of costs captured in programming.
(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.
Other segment disclosures are as follows:
For the years ended December 31,
(in thousands)
Depreciation:
Local Media
Scripps Networks
Total depreciation for reportable segments
Other
Shared services and corporate
Total depreciation
Amortization of intangible assets:
Local Media
Scripps Networks
Total amortization of intangible assets for reportable segments
Other
Shared services and corporate
Total amortization of intangible assets
Additions to property and equipment:
Local Media
Scripps Networks
Total additions to property and equipment for reportable segments
Other
Shared services and corporate
Total additions to property and equipment
A disaggregation of the principal activities from which we generate revenue is as follows:
For the years ended December 31,
(in thousands)
Operating revenues:
Core advertising
Political
Distribution
Other
Total operating revenues
Total assets by segment for the years ended December 31 were as follows:
As of December 31,
(in thousands)
Assets:
Local Media
Scripps Networks
Total assets by reportable segments
Other (a)
Shared services and corporate
Total assets
(a) Reflects assets of operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units.
15. Commitments and Contingencies
In the ordinary course of business, we enter into contractual commitments for network affiliation agreements, the acquisition of programming and for other purchase and service agreements. Minimum payments on such contractual commitments at December 31, 2025 were: $ 783.9 million in 2026, $ 369.6 million in 2027, $ 165.6 million in 2028, $ 97.4 million in 2029, $ 31.2 million in 2030 and $ 6.9 million in later years. We expect these contracts will be replaced with similar contracts upon their expiration.
We are involved in litigation arising in the ordinary course of business, such as defamation actions and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss.
16. Capital Stock and Share-Based Compensation Plans
Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.
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). 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.
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.
Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $ 13 per share. The warrant is exercisable at the holder’s option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding.
Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion. Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. 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. 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.
We satisfy stock option exercises and vested stock awards with newly issued shares. We have not issued any new stock options since 2008. As of December 31, 2025, approximately 10.9 million shares were available for future stock compensation awards.
Restricted Stock Units — Awards of RSUs generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share, including receiving stock dividend equivalents. There are no post-vesting restrictions on awards granted to employees and non-employee directors.
Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded.
The following table summarizes our RSU activity:
Fair Value
Number
of Shares
Weighted
Average
Range of
Prices
Unvested at December 31, 2022
Awarded
Vested
Forfeited
Unvested at December 31, 2023
Awarded
Vested
Forfeited
Unvested at December 31, 2024
Awarded
Vested
Forfeited
Unvested at December 31, 2025
The following table summarizes additional information about RSU vesting:
For the years ended December 31,
(in thousands)
Fair value of RSUs vested
Tax benefits realized on vesting
Share-based Compensation Costs
Share-based compensation costs were as follows:
For the years ended December 31,
(in thousands)
Total share-based compensation
Share-based compensation, net of tax
As of December 31, 2025, $ 20.4 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.7 years.
17. Accumulated Other Comprehensive Income (Loss)
Changes in the accumulated other comprehensive income (loss) ("AOCI") balance by component consisted of the following for the respective years:
(in thousands)
Defined Benefit Pension Items
Other
Total
As of December 31, 2023
Other comprehensive income (loss) before reclassifications, net of tax of $ 55 and $( 28 )
Amounts reclassified from AOCI, net of tax of $ 38
Net current-period other comprehensive income (loss)
As of December 31, 2024
Other comprehensive income (loss) before reclassifications, net of tax of $ 3,201 and $ 235
Amounts reclassified from AOCI, net of tax of $ 36
Net current-period other comprehensive income (loss)
As of December 31, 2025
Amounts reclassified to net earnings for defined benefit pension items relate to the amortization of actuarial gains (losses) and settlement charges. These amounts are included within the defined benefit pension plan expense caption on our Consolidated Statements of Operations. See Note 13. Employee Benefit Plans for additional information.
18. 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
Assets:
Total current assets
Property and equipment
Goodwill and intangible assets
Operating lease right-of-use assets
Other assets
Adjustment to carrying value to reflect estimated fair value less cost to sell
Total assets held for sale
Liabilities:
Total current liabilities
Operating lease liabilities
Other liabilities
Total liabilities held for sale
Net assets held for sale
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.
