The E.W. Scripps Company

05/08/2026 | Press release | Distributed by Public on 05/08/2026 10:51

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-10701
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of
incorporation or organization) 		(IRS Employer
Identification Number)
312 Walnut Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 977-3000
Not applicable
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share SSP NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☑ Emerging growth company ☐
Non-accelerated filer ☐ Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of March 31, 2026, there were 79,608,102 of the registrant's Class A Common shares, $0.01 par value per share, outstanding and 11,932,722 of the registrant's Common Voting shares, $0.01 par value per share, outstanding.
Index to The E.W. Scripps Company Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 2026
Item No. Page
PART I - Financial Information
1. Financial Statements
3
2. Management's Discussion and Analysis of Financial Condition and Results of Operations
3
3. Quantitative and Qualitative Disclosures About Market Risk
3
4. Controls and Procedures
3
PART II - Other Information
1. Legal Proceedings
3
1A. Risk Factors
3
2. Unregistered Sales of Equity Securities and Use of Proceeds
3
3. Defaults Upon Senior Securities
3
4. Mine Safety Disclosures
3
5. Other Information
4
6. Exhibits
4
Signatures
5
2
PART I
As used in this Quarterly Report on Form 10-Q, 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.
Item 1. Financial Statements
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
Item 4. Controls and Procedures
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
PART II
Item 1. Legal Proceedings
We are involved in litigation and regulatory proceedings 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.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended March 31, 2026.
Item 3. Defaults Upon Senior Securities
There were no defaults upon senior securities during the quarter ended March 31, 2026.
Item 4. Mine Safety Disclosures
None.
3
Item 5. Other Information
Annual Meeting of Shareholders
The following table presents information on matters submitted to a vote of security holders at our May 4, 2026 Annual Meeting of Shareholders:
Descriptions of Matters Submitted In Favor Against Authority Withheld
1. Election of Directors
Directors elected by holders of Class A Common Shares:
Marcellus W. Alexander, Jr. 39,043,976 - 11,978,678
Nishat A. Mehta 38,938,258 - 12,084,396
Burton F. Jablin 38,996,241 - 12,026,413
Kim Williams 24,765,698 - 26,256,956
Directors elected by holders of Common Voting Shares:
Charles L. Barmonde 11,130,723 - -
Kelly P. Conlin 11,130,723 - -
Raymundo H. Granado, Jr. 11,130,723 - -
John W. Hayden 11,130,723 - -
Monica O. Holcomb 11,130,723 - -
Leigh B. Radford 11,130,723 - -
Adam P. Symson 11,130,723 - -
Tracy Ward 11,130,723 - -
2. Votes by holders of Common Voting Shares to ratify Deloitte & Touche LLP as the independent registered public accountant for 2026 11,130,723 - -
3. Advisory (non-binding) vote by holders of Common Voting Shares to approve named executive officer compensation (Say-on-Pay) 11,130,723 - -
4. Vote by holders of Common Voting Shares to ratify the Company's Shareholder Rights Plan adopted by the Board of Directors on November 25, 2025 11,130,723 - -
Director and Officer Trading Arrangements
None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) during the quarter ended March 31, 2026.
Item 6. Exhibits
Exhibit Number Exhibit Description
10.1
Employment Agreement between The E.W. Scripps Company and Adam P. Symson effective February 24, 2026 *
10.2
The E.W. Scripps Company Cash Award Agreement (CEO Award) *
31(a)
Section 302 Certifications *
31(b)
Section 302 Certifications *
32(a)
Section 906 Certifications *
32(b)
Section 906 Certifications *
101 The Company's unaudited Condensed Consolidated Financial Statements and related Notes for the three months ended March 31, 2026 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language). *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *
* - Filed herewith
4
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE E.W. SCRIPPS COMPANY
Dated: May 8, 2026 By:
/s/ Daniel W. Perschke
Daniel W. Perschke
Senior Vice President, Controller
(Principal Accounting Officer)
5
The E.W. Scripps Company
Index to Financial Information (Unaudited)
Item Page
Condensed Consolidated Balance Sheets
F-2
Condensed Consolidated Statements of Operations
F-3
Condensed Consolidated Statements of Comprehensive Income (Loss)
F-4
Condensed Consolidated Statements of Cash Flows
F-5
Condensed Consolidated Statements of Equity
F-6
Notes to Condensed Consolidated Financial Statements
F-7
Management's Discussion and Analysis of Financial Condition and Results of Operations
F-22
Quantitative and Qualitative Disclosures About Market Risk
F-32
Controls and Procedures
F-33
F-1
The E.W. Scripps Company
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data) As of
March 31,
2026 		As of
December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 83,726 $ 27,923
Restricted cash 11,305 -
Accounts receivable (less allowances - $6,551 and $5,909)
527,234 569,307
Miscellaneous 43,032 47,255
Assets held for sale - 102,933
Total current assets 665,297 747,418
Investments 12,915 14,369
Property and equipment 398,018 407,966
Operating lease right-of-use assets 92,175 95,975
Goodwill 1,918,334 1,918,334
Other intangible assets 1,508,389 1,517,776
Programming 296,229 280,359
Miscellaneous 25,691 26,431
Total Assets $ 4,917,048 $ 5,008,628
Liabilities and Equity
Current liabilities:
Accounts payable $ 73,678 $ 63,420
Unearned revenue 24,838 22,166
Current portion of long-term debt - 8,854
Accrued liabilities:
Employee compensation and benefits 45,159 55,657
Accrued taxes 47,645 34,576
Programming liability 137,004 141,914
Accrued interest 22,101 53,791
Miscellaneous 44,833 41,813
Other current liabilities 27,079 24,347
Liabilities held for sale - 7,063
Total current liabilities 422,337 453,601
Long-term debt (less current portion) 2,548,901 2,585,534
Deferred income taxes 252,895 268,427
Operating lease liabilities 81,899 85,885
Other liabilities (less current portion) 365,615 369,089
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 $765,778 at March 31, 2026 and $749,587 at December 31, 2025)
419,159 419,159
Common stock, $0.01 par:
Class A - authorized: 240,000,000 shares; issued and outstanding: 79,608,102 and 77,081,135 shares
796 771
Voting - authorized: 60,000,000 shares; issued and outstanding: 11,932,722 and 11,932,722 shares
119 119
Total preferred and common stock 420,074 420,049
Additional paid-in capital 1,468,193 1,467,347
Accumulated deficit (578,671) (576,881)
Accumulated other comprehensive loss, net of income taxes (64,195) (64,423)
Total equity 1,245,401 1,246,092
Total Liabilities and Equity $ 4,917,048 $ 5,008,628
See notes to condensed consolidated financial statements.
F-2
The E.W. Scripps Company
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended
March 31,
(in thousands, except per share data) 2026 2025
Operating Revenues:
Advertising $ 315,666 $ 325,850
Distribution 192,363 188,924
Other 8,839 9,619
Total operating revenues 516,868 524,393
Operating Expenses:
Cost of revenues, excluding depreciation and amortization 310,794 317,153
Selling, general and administrative expenses, excluding depreciation and amortization 145,827 137,239
Restructuring costs 644 4,144
Depreciation 13,285 14,904
Amortization of intangible assets 22,062 23,556
Losses (gains), net on disposal of property and equipment (509) (78)
Total operating expenses 492,103 496,918
Operating income 24,765 27,475
Interest expense (56,958) (43,750)
Defined benefit pension plan expense (733) (338)
Gains (losses) from sale of business 30,009 -
Miscellaneous, net (1,531) 156
Loss from operations before income taxes (4,448) (16,457)
Benefit for income taxes (2,658) (13,002)
Net loss (1,790) (3,455)
Preferred stock dividends (16,191) (15,388)
Net loss attributable to the shareholders of The E.W. Scripps Company $ (17,981) $ (18,843)
Net loss per basic share of common stock attributable to the shareholders of The E.W. Scripps Company $ (0.20) $ (0.22)
Net loss per diluted share of common stock attributable to the shareholders of The E.W. Scripps Company $ (0.20) $ (0.22)
See notes to condensed consolidated financial statements.
F-3
The E.W. Scripps Company
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Three Months Ended
March 31,
(in thousands) 2026 2025
Net loss $ (1,790) $ (3,455)
Changes in defined benefit pension plans, net of tax of $73 and $12
249 25
Other (21) 11
Total comprehensive income (loss) attributable to preferred and common stockholders $ (1,562) $ (3,419)
See notes to condensed consolidated financial statements.
F-4
The E.W. Scripps Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
(in thousands) 2026 2025
Cash Flows from Operating Activities:
Net loss $ (1,790) $ (3,455)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization 35,347 38,460
Losses (gains), net on disposal of property and equipment (509) (78)
Losses (gains) from sale of business (30,009) -
Programming assets and liabilities (25,075) (13,506)
Restructuring impairment charges - 1,397
Losses (gains) on sale of investments - (42)
Deferred income taxes (15,605) (9,009)
Stock and deferred compensation plans 6,625 6,705
Pension contributions, net of income/expense 439 32
Other changes in certain working capital accounts, net 28,569 (28,185)
Miscellaneous, net 5,514 4,372
Net cash provided by (used in) operating activities 3,506 (3,309)
Cash Flows from Investing Activities:
Business acquisition deposit (5,000) -
Proceeds from sale of business 127,160 -
Additions to property and equipment (3,156) (5,055)
Purchase of investments (419) (6,805)
Proceeds from sale of property and equipment 635 1,928
Proceeds from sale of investments - 42
Net cash provided by (used in) investing activities 119,220 (9,890)
Cash Flows from Financing Activities:
Net borrowings under revolving credit facility 20,000 25,000
Proceeds received from accounts receivable securitization facility 48,900 -
Payments on accounts receivable securitization facility (87,700) -
Payments on long-term debt (30,598) (3,903)
Payments of deferred financing costs - (5,755)
Tax payments related to shares withheld for vested stock and RSUs (5,851) (810)
Miscellaneous, net (369) (1,226)
Net cash provided by (used in) financing activities (55,618) 13,306
Increase in cash, cash equivalents and restricted cash 67,108 107
Cash, cash equivalents and restricted cash:
Beginning of year 27,923 23,852
End of period $ 95,031 $ 23,959
Supplemental Cash Flow Disclosures
Interest paid $ 81,310 $ 57,867
Income taxes refunded $ (6,876) $ (185)
Non-cash investing information
Accrued capital expenditures $ 1,066 $ 2,150
See notes to condensed consolidated financial statements.
F-5
The E.W. Scripps Company
Condensed Consolidated Statements of Equity (Unaudited)
Three Months Ended
March 31, 2026 and 2025
(in thousands, except per 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, 2025 $ 419,159 $ 890 $ 1,467,347 $ (576,881) $ (64,423) $ 1,246,092
Comprehensive income (loss) - - - (1,790) 228 (1,562)
Compensation plans: 2,526,967 net shares issued *
- 25 846 - - 871
As of March 31, 2026 $ 419,159 $ 915 $ 1,468,193 $ (578,671) $ (64,195) $ 1,245,401
* Net of tax payments related to shares withheld for vested RSUs of $5,851 for the three months ended March 31, 2026.
As of December 31, 2024 $ 416,854 $ 866 $ 1,451,604 $ (476,004) $ (75,306) $ 1,318,014
Comprehensive income (loss) - - - (3,455) 36 (3,419)
Preferred stock dividends, $576 of issuance costs accretion
576 - (576) - - -
Compensation plans: 1,083,215 net shares issued *
- 11 5,117 - - 5,128
As of March 31, 2025 $ 417,430 $ 877 $ 1,456,145 $ (479,459) $ (75,270) $ 1,319,723
* Net of tax payments related to shares withheld for vested RSUs of $810 for the three months ended March 31, 2025.
See notes to condensed consolidated financial statements.
F-6
The E.W. Scripps Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Summary of Significant Accounting Policies
As used in the Notes to Condensed 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.
Basis of Presentation - The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2025 Annual Report on Form 10-K. In management's opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.
Principles of 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 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 Note 13. Segment Information.
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.
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
F-7
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 13. 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.
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.
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 estimate the allowance based on expected credit losses, including our historical experience of actual losses and known troubled accounts. The allowance for doubtful accounts totaled $6.6 million at March 31, 2026 and $5.9 million at December 31, 2025.
We record unearned revenue when cash payments are received in advance of our performance, including amounts which are refundable. We generally require amounts payable under advertising contracts with political advertising customers to be paid in advance. Unearned revenue totaled $24.8 million at March 31, 2026 and most is expected to be recognized within revenue or refunded over the next 12 months. Unearned revenue totaled $22.2 million at December 31, 2025. We recorded $4.5 million of revenue in the three months ended March 31, 2026 that was included in unearned revenue at December 31, 2025.
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 Condensed Consolidated Balance Sheets. Finance leases are included in property and equipment and other long-term liabilities in our Condensed Consolidated Balance Sheets.
F-8
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.
Share-Based Compensation - We have a Long-Term Incentive Plan (the "Plan") which is described more fully in our 2025 Annual Report on Form 10-K. 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.
Share-based compensation costs totaled $6.5 million and $5.6 million for the first quarter of 2026 and 2025, respectively.
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:
Three Months Ended
March 31,
(in thousands) 2026 2025
Numerator (for basic and diluted earnings per share)
Net loss $ (1,790) $ (3,455)
Less preferred stock dividends (16,191) (15,388)
Numerator for basic and diluted earnings per share $ (17,981) $ (18,843)
Denominator
Basic weighted-average shares outstanding 89,767 86,912
Effect of dilutive securities - -
Diluted weighted-average shares outstanding 89,767 86,912
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 March 31, 2026 and 2025, potential dilutive securities representing 7.1 million and 7.9 million shares, respectively, were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.
For the three month periods ended March 31, 2026 and 2025, we incurred a net loss to shareholders and the inclusion of RSUs would be anti-dilutive. The March 31, 2026 and 2025 diluted EPS calculations exclude the effect from 10.9 million and 10.5 million, respectively, of outstanding RSUs that were anti-dilutive. The March 31, 2026 and 2025 basic and dilutive EPS calculations also exclude 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.
F-9
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 disclose the definition on an annual basis. The guidance is effective 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 disclosures.
3. Acquisitions and Dispositions
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. Following closing of the transaction on March 2, 2026, we recognized a pre-tax gain from disposition totaling $5.6 million.
In October 2025, we reached an agreement to sell WRTV, our local ABC-affiliated station in Indianapolis, Indiana, for $83.0 million. The transaction closed on March 31, 2026 and we recognized a pre-tax gain from the disposition totaling $28.0 million.
In the fourth quarter of 2025, we committed to the sale of Court TV and recognized a $19.5 million non-cash charge in the fourth quarter of 2025, reflecting the difference between the carrying value of Court TV's net assets and the transaction consideration. On February 9, 2026, we closed on the sale of the network and recognized a pre-tax loss from disposition totaling $3.6 million. 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 Condensed Consolidated Balance Sheet as of December 31, 2025.
(in thousands) WFTX WRTV Court TV Total
Assets:
Total current assets $ - $ - $ 4,467 $ 4,467
Property and equipment 11,585 6,228 78 17,891
Goodwill and intangible assets 25,347 48,290 3,884 77,521
Operating lease right-of-use assets 151 - - 151
Other assets 523 452 21,386 22,361
Adjustment to carrying value to reflect estimated fair value less cost to sell - - (19,458) (19,458)
Total assets held for sale 37,606 54,970 10,357 102,933
Liabilities:
Total current liabilities 274 194 3,357 3,825
Operating lease liabilities 115 - - 115
Other liabilities 2,969 154 - 3,123
Total liabilities held for sale 3,358 348 3,357 7,063
Net assets held for sale $ 34,248 $ 54,622 $ 7,000 $ 95,870
F-10
Pending Transactions
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 even 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.
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.
On March 4, 2026, we reached an agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. The transaction will require federal regulatory and other customary approvals and is not expected to close until the back half of 2026. During the first quarter of 2026, we provided a $5.0 million deposit that will be applied against the purchase price at closing. While approval is pending, we receive revenue from and pay expenses related to WTVQ's operations through a local programming and marketing agreement.
4. Restructuring Costs
Restructuring activities reflect programs that fundamentally change our operations, such as divestitures, closing or consolidating facilities, employee severance charges (including rationalizing headcount or other significant changes in personnel) and realignment of existing operations (including changes in management structure in response to underlying performance and/or changing market conditions).
In February 2026, we announced an enterprise-wide transformation plan that is designed to improve operating performance and unlock new value through targeted annualized enterprise EBITDA growth. We expect to fully operationalize this plan by the end of 2028 through cost savings and revenue growth initiatives that will leverage technology including artificial intelligence and automation and increase revenue yield on our existing businesses.
Restructuring costs in the first quarter of 2026 and 2025 totaled $0.6 million and $4.1 million, respectively. Restructuring costs in 2026 included severance charges of $0.3 million. Remaining restructuring costs in 2026 included outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in the first quarter of 2025 included severance charges of $2.0 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.
F-11
Three Months Ended
March 31, 2026 and 2025
(in thousands)
Severance and Employee Benefits Other Restructuring Charges Total
Liability as of December 31, 2025
$ - $ 2,535 $ 2,535
Net charges 327 317 644
Payments (258) (1,255) (1,513)
Non-cash (a)
- - -
Liability as of March 31, 2026
$ 69 $ 1,597 $ 1,666
Liability as of December 31, 2024
$ 9,653 $ - $ 9,653
Net charges 2,012 2,132 4,144
Payments (9,802) (110) (9,912)
Non-cash (a)
- (1,397) (1,397)
Liability as of March 31, 2025
$ 1,863 $ 625 $ 2,488
(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.
5. Income Taxes
We file a consolidated federal income tax return, consolidated unitary tax returns in certain states and other separate state income tax returns for our subsidiary companies.
The income tax provision for interim periods is determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. We review and adjust our estimated effective income tax rate for the full year each quarter based upon our most recent estimates of income (loss) before income tax for the full year and the jurisdictions in which we expect that income will be taxed.
The effective income tax rate for the three months ended March 31, 2026 and 2025 was 60% and 79%, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are 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 ($1.1 million benefit in 2026 and $1.9 million expense in 2025), state deferred rate changes ($0.7 million benefit in 2025) and state NOL valuation allowance changes.
We recognize state NOL 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.
6. Restricted Cash
At March 31, 2026, we had restricted cash of $11.3 million. This cash is being held in escrow from the sales of our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana, which were completed during the first quarter of 2026.
F-12
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 32 years. Operating lease costs recognized in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 totaled $6.6 million and $5.5 million, respectively, including short-term lease costs of $1.6 million and $1.8 million, respectively. Amortization of the right-of-use asset for our finance leases totaled $0.2 million for both the three months ended March 31, 2026 and 2025. Interest expense on the finance leases liability totaled $0.6 million for both the three months ended March 31, 2026 and 2025.
Other information related to our leases was as follows:
(in thousands, except lease term and discount rate) As of
March 31,
2026 		As of
December 31,
2025
Balance Sheet Information
Operating Leases
Right-of-use assets $ 92,175 $ 95,975
Other current liabilities 18,765 18,974
Operating lease liabilities 81,899 85,885
Finance Leases
Property and equipment, at cost 28,321 28,321
Accumulated depreciation (2,653) (2,454)
Property and equipment, net 25,668 25,867
Other liabilities 31,571 31,462
Weighted Average Remaining Lease Term
Operating leases 10.33 years 10.20 years
Finance leases 32.25 years 32.50 years
Weighted Average Discount Rate
Operating leases 5.81 % 5.78 %
Finance leases 7.10 % 7.10 %
Three Months Ended
March 31,
(in thousands) 2026 2025
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 6,197 $ 5,398
Operating cash flows from finance leases 450 438
Financing cash flows from finance leases - -
Right-of-use assets obtained in exchange for operating lease obligations 606 2,151
Right-of-use assets obtained in exchange for finance lease obligations - -
F-13
Future minimum lease payments under non-cancellable leases as of March 31, 2026 were as follows:
(in thousands) Operating
Leases 		Finance
Leases
Remainder of 2026 $ 18,627 $ 1,374
2027 21,806 1,875
2028 16,495 1,926
2029 14,119 1,979
2030 7,766 2,034
Thereafter 64,224 86,111
Total future minimum lease payments 143,037 95,299
Less: Imputed interest (42,373) (63,728)
Total $ 100,664 $ 31,571
8. Goodwill and Other Intangible Assets
Goodwill consisted of the following:
(in thousands) Local Media Scripps Networks Other Total
Gross balance as of December 31, 2025 $ 1,064,474 $ 2,022,159 $ 7,190 $ 3,093,823
Accumulated impairment losses (205,717) (969,772) - (1,175,489)
Net balance as of December 31, 2025 $ 858,757 $ 1,052,387 $ 7,190 $ 1,918,334
Gross balance as of March 31, 2026 $ 1,064,474 $ 2,022,159 $ 7,190 $ 3,093,823
Accumulated impairment losses (205,717) (969,772) - (1,175,489)
Net balance as of March 31, 2026 $ 858,757 $ 1,052,387 $ 7,190 $ 1,918,334
Other intangible assets consisted of the following:
(in thousands) As of
March 31,
2026 		As of
December 31,
2025
Amortizable intangible assets:
Carrying amount:
Television affiliation relationships $ 1,025,844 $ 1,025,844
Customer lists and advertiser relationships 216,622 216,622
Other 142,549 138,053
Total carrying amount 1,385,015 1,380,519
Accumulated amortization:
Television affiliation relationships (375,626) (362,580)
Customer lists and advertiser relationships (179,743) (174,261)
Other (85,772) (90,417)
Total accumulated amortization (641,141) (627,258)
Net amortizable intangible assets 743,874 753,261
Indefinite-lived intangible assets - FCC licenses 764,515 764,515
Total other intangible assets $ 1,508,389 $ 1,517,776
F-14
Estimated amortization expense of intangible assets for each of the next five years is $66.4 million for the remainder of 2026, $86.4 million in 2027, $65.1 million in 2028, $60.2 million in 2029, $60.2 million in 2030, $50.8 million in 2031 and $354.8 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 relationship" caption. The INYO affiliation agreements intangible asset is being amortized over 20 years and has a net carrying value of $311 million at March 31, 2026.
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, sustained declines in the price of our stock, or other factors resulting in lower cash flow related to such assets. The reporting unit valuations used to test goodwill and intangible assets for impairment 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.
Our fourth quarter 2025 annual goodwill impairment test indicated 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 would reduce the fair value of the Scripps Networks reporting unit by approximately 6%.
9. Long-Term Debt
Long-term debt consisted of the following:
(in thousands) As of
March 31,
2026 		As of
December 31,
2025
Accounts receivable securitization facility $ 322,300 $ 361,100
Revolving credit facilities 20,000 -
Senior secured notes, due in January 2029 523,356 523,356
Senior secured notes, due in August 2030 750,000 750,000
Senior unsecured notes, due in January 2031 392,071 392,071
Term loan, due in June 2028 270,966 281,126
Term loan, due in November 2029 317,164 337,603
Total outstanding principal 2,595,857 2,645,256
Less: Debt issuance costs and issuance discounts (46,956) (50,868)
Less: Current portion - (8,854)
Net carrying value of long-term debt $ 2,548,901 $ 2,585,534
Fair value of long-term debt * $ 2,425,947 $ 2,487,833
* 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.
Accounts Receivable Securitization Facility
On April 10, 2025, we entered into a 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 3.58% 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 Condensed Consolidated Balance Sheets, (ii) our Condensed 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 Condensed 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 March 31, 2026, the maximum availability allowed and amount outstanding under the securitization facility was $322 million. As of March 31, 2026 and December 31, 2025, the interest rate on the securitization facility was 7.25% and 7.29%, respectively.
Scripps Senior Secured Credit Agreement
Under the terms of our credit agreement, we have a revolving credit facility with aggregate commitments of up to $208 million, maturing on July 7, 2027. On April 30, 2026, we amended our credit agreement. Under the amended terms, we have a revolving credit facility with aggregate commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with aggregate commitments of up to $8.0 million, maturing on July 7, 2027. 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%. We recognized approximately $19.6 million of deferred financing costs related to these revolving credit facilities. As of March 31, 2026, we had $20.0 million outstanding under our revolving credit facility with an interest rate of 9.29%. The weighted-average interest rate during the periods in which we had a drawn revolver balance during the three months ended March 31, 2026 and 2025 was 9.50% and 7.18%, respectively. As of March 31, 2026 and December 31, 2025, we had outstanding letters of credit totaling $8.9 million under our revolving credit facilities.
On April 10, 2025, we issued a $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 at a rate based on SOFR, plus a margin of 5.75%. 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 March 31, 2026 and December 31, 2025, the interest rate on the June 2028 term loan was 9.54% and 9.60%, respectively. The weighted-average interest rate on the June 2028 term loan was 9.55% for the three months ended March 31, 2026.
On April 10, 2025, we also issued a $340 million tranche B-3 term loan ("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%. 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 March 31, 2026 and December 31, 2025, the interest rate on the November 2029 term loan was 7.14% and 7.20%, respectively. The weighted-average interest rate on the November 2029 term loan was 7.15% for the three months ended March 31, 2026.
On March 31, 2026, we made principal pre-payments totaling $30.6 million on our June 2028 and November 2029 term loans. With these pre-payments, we wrote-off $0.6 million of deferred financing costs to interest expense.
On April 10, 2025, 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. As of March 31, 2025, the interest rate on the May 2026 term loan was 7.00%. The weighted-average interest rate on the May 2026 term loan was 7.01% for the three months ended March 31, 2025. As of March 31, 2025, the interest rate on the January 2028 term loan was 7.44%. The weighted-average interest rate on the January 2028 term loan was 7.45% for the three months ended March 31, 2025.
The credit agreement contains covenants that, among other things, 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 March 31, 2026, 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 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 bore interest at a rate of 5.875% per annum and were due to mature on July 15, 2027 ("the 2027 Senior 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.
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 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.
10. Other Liabilities
Other liabilities consisted of the following:
(in thousands) As of
March 31,
2026 		As of
December 31,
2025
Employee compensation and benefits $ 30,527 $ 30,348
Deferred FCC repack income 30,048 30,816
Programming liability 157,043 166,187
Liability for pension benefits 57,838 57,732
Liabilities for uncertain tax positions 38,770 40,227
Finance leases 31,571 31,462
Other 19,818 12,317
Other liabilities (less current portion) $ 365,615 $ 369,089
11. Supplemental Cash Flow Information
The following table presents additional information about the change in certain working capital accounts:
Three Months Ended
March 31,
(in thousands) 2026 2025
Accounts receivable $ 43,618 $ 47,550
Other current assets 4,381 (8,061)
Accounts payable 2,230 (7,679)
Unearned revenue 2,672 (5,823)
Accrued employee compensation and benefits (10,447) (34,204)
Accrued income taxes 13,069 (619)
Accrued interest (31,690) (17,330)
Other accrued liabilities 4,847 (1,991)
Other, net (111) (28)
Total $ 28,569 $ (28,185)
F-15
12. Employee Benefit Plans
We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). The accrual for future benefits has been frozen in our defined benefit pension plan and SERPs.
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.
The components of the employee benefit plan expense consisted of the following:
Three Months Ended
March 31,
(in thousands) 2026 2025
Interest cost $ 5,344 $ 5,649
Expected return on plan assets, net of expenses (5,079) (5,558)
Amortization of actuarial loss and prior service cost 285 4
Total for defined benefit pension plan 550 95
SERPs 183 243
Defined contribution plan 4,552 5,144
Net periodic benefit cost $ 5,285 $ 5,482
We contributed $0.3 million to fund current benefit payments for our SERPs during the three months ended March 31, 2026. During the remainder of 2026, we anticipate contributing an additional $1.0 million to fund the SERPs' benefit payments. Additionally, during the remainder of 2026, we have required pension plan contributions totaling $4.4 million.
13. 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 three 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, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.
Our Scripps Networks segment includes national news outlet Scripps News 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.
F-16
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:
Three Months Ended March 31, 2026
(in thousands) Local Media Scripps Networks Total
Revenues from external customers $ 337,178 $ 176,027 $ 513,205
Intersegment revenues 4,460 - 4,460
Reportable segments revenues 341,638 176,027 517,665
Other revenues(a)
3,663
Intersegment eliminations (4,460)
Total consolidated operating revenues $ 516,868
Less:(b)
Employee compensation and benefits 104,300 22,574
Programming(c)
142,637 71,037
Other segment items(d)
48,010 36,150
Segment profit for reportable segments 46,691 46,266 $ 92,957
Other segment profit (loss)(a)
(6,076)
Shared services and corporate (26,634)
Restructuring costs (644)
Depreciation and amortization of intangible assets (35,347)
Gains (losses), net on disposal of property and equipment 509
Interest expense (56,958)
Defined benefit pension plan expense (733)
Gains (losses) from sale of business 30,009
Miscellaneous, net (1,531)
Loss from operations before income taxes $ (4,448)
(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) 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.
(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.
F-17
Three Months Ended March 31, 2025
(in thousands) Local Media Scripps Networks Total
Revenues from external customers $ 320,706 $ 198,007 $ 518,713
Intersegment revenues 4,683 - 4,683
Reportable segments revenues 325,389 198,007 523,396
Other revenues(a)
5,680
Intersegment eliminations (4,683)
Total consolidated operating revenues $ 524,393
Less:(b)
Employee compensation and benefits 105,169 20,873
Programming(c)
139,697 76,410
Other segment items(d)
45,604 36,631
Segment profit for reportable segments 34,919 64,093 $ 99,012
Other segment profit (loss)(a)
(6,405)
Shared services and corporate (22,606)
Restructuring costs (4,144)
Depreciation and amortization of intangible assets (38,460)
Gains (losses), net on disposal of property and equipment 78
Interest expense (43,750)
Defined benefit pension plan expense (338)
Miscellaneous, net 156
Loss from operations before income taxes $ (16,457)
(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) 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.
(d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.
F-18
Other segment disclosures are as follows:
Three Months Ended
March 31,
(in thousands) 2026 2025
Depreciation:
Local Media $ 8,860 $ 9,608
Scripps Networks 3,984 4,888
Total depreciation for reportable segments 12,844 14,496
Other 90 46
Shared services and corporate 351 362
Total depreciation $ 13,285 $ 14,904
Amortization of intangible assets:
Local Media $ 7,675 $ 8,550
Scripps Networks 12,940 12,977
Total amortization of intangible assets for reportable segments 20,615 21,527
Other 171 357
Shared services and corporate 1,276 1,672
Total amortization of intangible assets $ 22,062 $ 23,556
Additions to property and equipment:
Local Media $ 1,661 $ 1,206
Scripps Networks 475 497
Total additions to property and equipment for reportable segments 2,136 1,703
Other - -
Shared services and corporate - 151
Total additions to property and equipment $ 2,136 $ 1,854
A disaggregation of the principal activities from which we generate revenue is as follows:
Three Months Ended
March 31,
(in thousands) 2026 2025
Operating revenues:
Core advertising $ 305,569 $ 322,588
Political 10,097 3,262
Distribution 192,363 188,924
Other 8,839 9,619
Total operating revenues $ 516,868 $ 524,393
Total assets by segment were as follows :
(in thousands) As of
March 31,
2026 		As of
December 31,
2025
Assets:
Local Media $ 2,183,477 $ 2,297,873
Scripps Networks 2,518,921 2,567,155
Total assets by reportable segments 4,702,398 4,865,028
Other(a)
31,435 32,759
Shared services and corporate 183,215 110,841
Total assets $ 4,917,048 $ 5,008,628
(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.
F-19
14. Capital Stock
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). 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.
We did not declare or provide payment for the preferred stock dividend in the first quarter of 2026 or any of the 2025 quarters. At March 31, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133 million and the redemption value of the preferred stock totaled $766 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.
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.
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 was ratified by holders of our Common Voting Shares at our May 4, 2026 Annual Meeting of Shareholders, and 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 Condensed Consolidated Financial Statements.
15. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) ("AOCI") by component, including items reclassified out of AOCI, were as follows:
Three Months Ended March 31, 2026
(in thousands) Defined Benefit Pension Items Other Total
Beginning balance, December 31, 2025 $ (64,812) $ 389 $ (64,423)
Other comprehensive income (loss) before reclassifications - - -
Amounts reclassified from AOCI, net of tax of $73(a)
249 (21) 228
Net current-period other comprehensive income (loss) 249 (21) 228
Ending balance, March 31, 2026 $ (64,563) $ 368 $ (64,195)
F-20
Three Months Ended March 31, 2025
(in thousands) Defined Benefit Pension Items Other Total
Beginning balance, December 31, 2024 $ (74,957) $ (349) $ (75,306)
Other comprehensive income (loss) before reclassifications - - -
Amounts reclassified from AOCI, net of tax of $12(a)
25 11 36
Net current-period other comprehensive income (loss) 25 11 36
Ending balance, March 31, 2025 $ (74,932) $ (338) $ (75,270)
(a) Actuarial gain (loss) is included in defined benefit pension plan expense in the Condensed Consolidated Statements of Operations
F-21
Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of financial condition and results of operations is based upon the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements. You should read this discussion in conjunction with those financial statements.
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 39 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 outlet Scripps News 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.
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 even 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.
During the first quarter of 2026, we closed on the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana. Proceeds generated from these sale transactions totaled $127 million.
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.
F-22
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 artificial intelligence and automation and increase revenue yield on our existing businesses. We currently anticipate annualized EBITDA improvement of about $75 million by the end of 2026.
On March 4, 2026, we reached an agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. The transaction will require federal regulatory and other customary approvals and is not expected to close until the back half of 2026. During the first quarter of 2026, we provided a $5.0 million deposit that will be applied against the purchase price at closing. While approval is pending, we are providing certain programming, marketing and related services for WTVQ via a local programming and marketing agreement.
On March 23, 2026, we announced the launch of Scripps Sports Network ("SSN") streaming channel, which premiered on March 24, 2026. This free, ad supported streaming television ("FAST") channel will be a 24/7 destination for live games and events, exclusive original series, specials, documentaries and other popular sports programming.
On March 31, 2026, our retransmission consent agreement with Comcast, representing approximately 25% of our traditional subscribers, expired. We reached agreement with Comcast on May 5, 2026, with service restored that day to the customers of this MVPD.
On April 7, 2026, we signed a multi-year media rights agreement with the Nashville Predators ("Predators") beginning with the 2026-27 National Hockey League season. This new agreement allows us to produce and distribute all local preseason, regular season and first-round playoff Predators games that are not allocated exclusively to national broadcasts. Scripps Sports will also broadcast live 30-minute pre-game and post-game shows for every locally broadcast Predators game. In addition to the local television broadcasts, the Predators and Scripps Sports will be introducing a new, direct-to-consumer experience where fans can livestream games throughout the local broadcast territory.
On April 16, 2026, we announced a multi-year broadcast partnership with the PBR, the global leader in bull riding entertainment, to bring Premier Women's Rodeo exclusively to Scripps' national television networks ION and Grit beginning in May 2026.
On April 30, 2026, we entered into an amendment to our credit agreement that extends the July 7, 2027 maturity date of our revolving credit facility. Under the terms of the amendment, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027.
We did not declare or provide payment for the preferred stock dividend in the first quarter of 2026 or any of the 2025 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 March 31, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133 million and the redemption value of the preferred stock totaled $766 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.
F-23
Results of Operations
The trends and underlying economic conditions affecting the 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:
Three Months Ended
March 31,
(in thousands) 2026 Change 2025
Operating revenues $ 516,868 (1.4) % $ 524,393
Cost of revenues, excluding depreciation and amortization (310,794) (2.0) % (317,153)
Selling, general and administrative expenses, excluding depreciation and amortization (145,827) 6.3 % (137,239)
Restructuring costs (644) (4,144)
Depreciation and amortization of intangible assets (35,347) (38,460)
Gains (losses), net on disposal of property and equipment 509 78
Operating income 24,765 27,475
Interest expense (56,958) (43,750)
Defined benefit pension plan expense (733) (338)
Gains (losses) from sale of business 30,009 -
Miscellaneous, net (1,531) 156
Loss from operations before income taxes (4,448) (16,457)
Benefit for income taxes 2,658 13,002
Net loss $ (1,790) $ (3,455)
Operating revenues decreased $7.5 million or 1.4% in the first three months of 2026 when compared to the prior year quarter. Core advertising revenue decreased $17.0 million in the first three months of 2026 when compared to the prior year quarter. This decrease was partially offset by an increase of $6.8 million in political revenue during this election year and an increase of $3.4 million in distribution revenue when compared to the prior year quarter.
Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $6.4 million or 2.0% in the first three months of 2026 when compared to the prior year quarter. Employee compensation costs decreased $3.0 million in 2026 compared to 2025, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $5.5 million in 2026 compared to 2025. Network programming decreased $3.8 million in 2026 compared to 2025, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $7.1 million in 2026 compared to 2025.
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 increased $8.6 million or 6.3% in the first three months of 2026 when compared to the prior year quarter. Employee compensation costs increased $8.9 million in 2026 compared to 2025, primarily attributed to higher medical claims and increased insurance premiums.
Restructuring costs in the first quarter of 2026 and 2025 totaled $0.6 million and $4.1 million, respectively. Restructuring costs in 2026 included severance charges of $0.3 million. Remaining restructuring costs in 2026 included outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in the first quarter of 2025 included severance charges of $2.0 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.
Depreciation and amortization of intangible assets decreased $3.1 million or 8.1% in the first three months of 2026 when compared to the prior year quarter.
F-24
Interest expense increased $13.2 million in the first three months of 2026 when compared to the prior year quarter. While average outstanding debt balances were lower in the first quarter of 2026 compared to the same period in 2025, higher interest rates contributed to an increase in interest costs incurred on borrowings.
During the first quarter of 2026, we closed on the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana. We recognized $30.0 million of pre-tax gains from these business sales for the three months ended March 31, 2026.
The effective income tax rate was 60% and 79% for the three months ended March 31, 2026 and 2025, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are 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 ($1.1 million benefit in 2026 and $1.9 million expense in 2025), state deferred rate changes ($0.7 million benefit in 2025) and state NOL valuation allowance changes.
F-25
Operating Performance - As discussed in the Notes to Condensed 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 condensed consolidated financial statements is as follows:
Three Months Ended
March 31,
(in thousands) 2026 Change 2025
Segment operating revenues:
Local Media
$ 341,638 5.0 % $ 325,389
Scripps Networks 176,027 (11.1) % 198,007
Other
3,663 (35.5) % 5,680
Intersegment eliminations (4,460) (4.8) % (4,683)
Total operating revenues $ 516,868 (1.4) % $ 524,393
Segment profit (loss):
Local Media
$ 46,691 33.7 % $ 34,919
Scripps Networks 46,266 (27.8) % 64,093
Other
(6,076) (5.1) % (6,405)
Shared services and corporate
(26,634) 17.8 % (22,606)
Restructuring costs (644) (4,144)
Depreciation and amortization of intangible assets (35,347) (38,460)
Gains (losses), net on disposal of property and equipment 509 78
Interest expense (56,958) (43,750)
Defined benefit pension plan expense (733) (338)
Gains (losses) from sale of business 30,009 -
Miscellaneous, net (1,531) 156
Loss from operations before income taxes $ (4,448) $ (16,457)
F-26
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 three 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, telecommunications 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 automotive and services 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:
Three Months Ended
March 31,
(in thousands) 2026 Change 2025
Segment operating revenues:
Core advertising $ 139,794 5.8 % $ 132,146
Political 8,964 3,263
Distribution 189,922 1.5 % 187,191
Other 2,958 6.1 % 2,789
Total operating revenues 341,638 5.0 % 325,389
Segment costs and expenses:
Employee compensation and benefits 104,300 (0.8) % 105,169
Programming 142,637 2.1 % 139,697
Other expenses 48,010 5.3 % 45,604
Total costs and expenses 294,947 1.5 % 290,470
Segment profit $ 46,691 33.7 % $ 34,919
Revenues
Total Local Media revenues increased $16.2 million or 5.0% in the first three months of 2026 when compared to the prior year quarter. Core advertising revenue increased $7.6 million or 5.8% in 2026 compared to 2025. During this election year, political revenues increased $5.7 million in the first three months of 2026 when compared to the prior year quarter. Distribution revenues increased $2.7 million or 1.5% in 2026 compared to 2025. Distribution revenues were unfavorably impacted by mid-single-digit subscriber declines. These subscriber declines were offset by rate increases, which favorably impacted distribution revenues by 6.6% in the first three months of 2026. In 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.
Costs and expenses
Employee compensation and benefits decreased $0.9 million or 0.8% in the first three months of 2026 when compared to the prior year quarter.
Programming expense increased $2.9 million or 2.1% in the first three months of 2026 when compared to the prior year quarter. During 2025, we entered into a sports rights contract for the airing of games for the National Hockey League's Tampa Bay Lightning, which began with the 2025-2026 National Hockey League preseason in late September 2025. Costs attributed to this new sports rights agreement, as well as contractual rate increases for the Vegas Golden Knights, Utah Mammoth and Florida Panthers agreements increased programming expense by $6.1 million in the first quarter of 2026 compared to the first quarter of 2025. The increase in sports rights fees was partially offset by a decrease in network affiliation fees of $2.8 million in 2026 compared to 2025.
F-27
Other expenses increased $2.4 million or 5.3% in the first three months of 2026 when compared to the prior year quarter. Production costs from live television programming increased $3.1 million in 2026 compared to 2025, primarily driven by the costs associated with airing of games under our sports agreements.
Scripps Networks - Our Scripps Networks segment includes national news outlet Scripps News 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:
Three Months Ended
March 31,
(in thousands) 2026 Change 2025
Total operating revenues $ 176,027 (11.1) % $ 198,007
Segment costs and expenses:
Employee compensation and benefits 22,574 8.1 % 20,873
Programming 71,037 (7.0) % 76,410
Other expenses 36,150 (1.3) % 36,631
Total costs and expenses 129,761 (3.1) % 133,914
Segment profit $ 46,266 (27.8) % $ 64,093
Revenues
Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $22.0 million or 11% in the first three months of 2026 when compared to the prior year quarter. 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, magnified by a Nielsen audience measurement methodology change in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by nearly 12%. Lower ratings were partially offset by higher connected TV revenue, which increased revenues by 2.5% in 2026 compared to 2025.
Costs and expenses
Employee compensation and benefits increased $1.7 million or 8.1% for the first three months of 2026 when compared to the prior year quarter, primarily attributed to higher medical claims and increased insurance premiums.
Programming expense decreased $5.4 million or 7.0% for the first three months of 2026 when compared to the prior year quarter, driven by a decrease in syndicated programming costs of $5.3 million.
Other expenses decreased $0.5 million or 1.3% for the first three months of 2026 when compared to the prior year quarter.
F-28
Liquidity and Capital Resources
At March 31, 2026, we had a $208 million revolving credit facility, which matures on July 7, 2027, and 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.
On April 30, 2026, we entered into an amendment to our credit agreement that extends the July 7, 2027 maturity date of our revolving credit facility. Under the terms of the amendment, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027.
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 risk and uncertainties. As of March 31, 2026, we had $83.7 million of unrestricted cash on hand and $179 million of additional borrowing capacity under our revolving credit facility and securitization facility. As of March 31, 2026, we had $20.0 million outstanding under our credit facility and the maximum availability allowed and amount outstanding under the securitization facility was $322 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
Three Months Ended March 31,
(in thousands) 2026 2025
Net cash provided by (used in) operating activities $ 3,506 $ (3,309)
Net cash provided by (used in) investing activities 119,220 (9,890)
Net cash provided by (used in) financing activities (55,618) 13,306
Increase in cash, cash equivalents and restricted cash $ 67,108 $ 107
Cash flows from operating activities
Cash provided by operating activities increased $6.8 million in 2026 compared to 2025. Cash provided by changes in certain working capital accounts increased $32.3 million and cash tax refunds increased $6.7 million in 2026 compared to 2025. These were partially offset by a year-over-year decrease in segment profit of $9.8 million and an increase of $23.4 million in cash interest paid in 2026 compared to 2025.
Cash flows from investing activities
Cash provided by investing activities was $119 million in 2026 compared to cash used in investing activities of $9.9 million in 2025. Investing activities in 2026 include $127 million in net cash proceeds received from the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana, which all closed in the first quarter of 2026. Investing activities in 2026 also reflect $3.2 million in capital expenditures and $5.0 million for a business acquisition deposit related to our agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky. Investing activities in 2025 reflect $6.8 million in cash used for investment purchases and $5.1 million in capital expenditures.
Cash flows from financing activities
Cash used in financing activities was $55.6 million in 2026 compared to cash provided by financing activities of $13.3 million in 2025. During the first three months of 2026, we had $20.0 million of net borrowings under our revolving credit facility, had net payments of $38.8 million under our accounts receivable securitization facility and made principal pre-payments of $30.6 million on our term loans. During the first three months of 2025, we had net debt proceeds of $25.0 million, reflecting borrowings under our revolving credit facility. The net debt proceeds in 2025 were partially offset by financing cost payments of $5.8 million.
F-29
Debt
Under the terms of our credit agreement, we have a revolving credit facility with aggregate commitments of up to $208 million due July 7, 2027. As of March 31, 2026, we had $20.0 million outstanding under our credit facility. In connection with the credit agreement, we have an outstanding balance of $588 million on our term loans as of March 31, 2026. We do not have any annual required principal payments on these term loans for the next 12 months.
On April 30, 2026, we entered into an amendment to our credit agreement that extends the July 7, 2027 maturity date of our revolving credit facility. Under the terms of the amendment, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027.
On April 10, 2025, we entered into a three-year accounts receivable securitization facility, scheduled to terminate 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 March 31, 2026, the maximum availability allowed and amount outstanding under the securitization facility was $322 million.
As of March 31, 2026, 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 March 31, 2026, we were in compliance with our financial covenants.
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 the first quarter of 2026 or any of the 2025 quarters. At March 31, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133 million and the redemption value of the preferred stock totaled $766 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.
Other
During the remainder of 2026, we anticipate contributing an additional $1.0 million to fund the SERPs' benefit payments and we have required pension plan contributions totaling $4.4 million.
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements
There have been no material changes to the off-balance sheet arrangements disclosed in our 2025 Annual Report on Form 10-K.
F-30
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 the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report on Form 10-K.
Recent Accounting Guidance
Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion.
F-31
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 $9.3 million.
The following table presents additional information about market-risk-sensitive financial instruments:
As of March 31, 2026 As of December 31, 2025
(in thousands) Cost
Basis 		Fair
Value 		Cost
Basis 		Fair
Value
Financial instruments subject to interest rate risk:
Accounts receivable securitization facility $ 322,300 $ 322,300 $ 361,100 $ 361,100
Revolving credit facilities 20,000 20,000 - -
Senior secured notes, due in January 2029 523,356 484,078 523,356 481,488
Senior secured notes, due in August 2030 750,000 729,008 750,000 746,250
Senior unsecured notes, due in January 2031 392,071 288,658 392,071 294,053
Term loan, due in June 2028 270,966 270,289 281,126 282,531
Term loan, due in November 2029 317,164 311,614 337,603 322,411
Long-term debt, including current portion $ 2,595,857 $ 2,425,947 $ 2,645,256 $ 2,487,833
Financial instruments subject to market value risk:
Investments held at cost $ 6,456 (a) $ 6,456 (a)
(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 March 31, 2026 and December 31, 2025.
F-32
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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.
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.
F-33
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