Skip to main content

E.W. SCRIPPS Co

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

SSP$3.05+3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0000832428-26-000034

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0000832428-26-000043

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 91 previous paragraphs and 91 current paragraphs.

57 unchanged; 29 reworded; 5 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

On September 2, 2026, we announced a multiyear U.S. media rights agreement to broadcast matches of the WTGL, the new women's team golf league, with the inaugural season launching in November 2026.

Current report

On September 9, 2026, the Professional Women's Hockey League ("PWHL") and Scripps Sports announced a national broadcast rights agreement for the 2026-27 season. Scripps Sports will produce and televise a featured Saturday "Game of the Week" that will air exclusively in the U.S. on ION. ION also will return as the exclusive U.S. home for the league's Walter Cup Finals, in addition to airing a Walter Cup Playoff series. The agreement includes Scripps' local stations in Detroit and Las Vegas becoming the local broadcast partners for the league's expansion teams in those markets.

Current report

Programming expense decreased $14.0 million or 11% in the third quarter of 2026 and $23.9 million or 6.1% in the first nine months of 2026 when compared to prior periods. Network affiliation fees decreased $15.9 million and $29.2 million in quarter-to-date and year-to-date periods, respectively. Second and third quarters of 2025 included $8.6 million and $8.1 million, respectively, of programming costs from WRTV and WFTX that were sold in the first quarter of 2026. The decrease in network affiliation fees was partially offset by an increase in sports and other rights fees of $2.4 million and $6.5 million in the quarter-to-date and year-to-date periods, respectively. We entered into sports rights contracts with the Tampa Bay Lightning, which began with the 2025-2026 National Hockey League ("NHL") preseason in September 2025, and the Nashville Predators, which began with the 2026-2027 NHL preseason in September 2026, which drove the increase in sports and other rights fees.

Current report

Other expenses increased $2.7 million or 6.3% in the third quarter of 2026 and $3.2 million or 2.4% in the first nine months of 2026 when compared to prior periods. Production costs increased $0.8 million and $2.3 million in the quarter-to-date and year-to-date periods, respectively, primarily driven by the costs associated with airing of games under our sports agreements. Additionally, professional service costs, primarily attributed to political sales activities, increased $1.8 million and $1.9 million in the quarter-to-date and year-to-date periods, respectively.

Current report

Other expenses decreased $1.5 million or 3.9% in the third quarter of 2026 and $1.5 million or 1.4% for the first nine months of 2026 when compared to prior periods.
Removed paragraphs (5)

Previous report

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.

Previous report

The aggregate purchase price for the exercise of options on the 17 INYO stations we have notified for exercise is approximately $47.0 million. However, the purchase price is based on formulas that will be contingent on the respective closing dates of any transactions.

Previous report

Programming expense decreased $12.8 million or 9.9% in the second quarter of 2026 and $9.9 million or 3.7% in the first six months of 2026 when compared to prior periods. Network affiliation fees decreased $10.5 million and $13.3 million in quarter-to-date and year-to-date periods, respectively. Additionally, sports and other rights fees decreased $1.8 million in the quarter-to-date period and increased $4.1 million in year-to-date period.

Previous report

Other expenses decreased $1.9 million or 4.2% in the second quarter of 2026 and increased $0.5 million or 0.5% in the first six months of 2026 when compared to prior periods.

Previous report

Other expenses increased $0.5 million or 1.2% in the second quarter of 2026 and remained flat for the first six months of 2026 when compared to prior periods.
Reworded paragraphs (29)

Previous wording

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. In June 2026, we withdrew the option exercise for six of the INYO television stations to bring an INYO transaction under the national television ownership cap.

Current wording

In February 2026, we notified INYO Broadcast Holdings ("INYO") of our exercise of call options that granted us the right to acquire the assets of some or all of the 23 television stations owned by INYO. Each station is subject to a separate option, so the acquisition of individual station assets may occur at various dates or potentially not occur. 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. In June 2026, we withdrew the option exercise for six of the INYO television stations to bring an INYO transaction under the national television ownership cap then in place.

Previous wording

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.

Current wording

On April 7, 2026, we signed a multi-year media rights agreement with the Nashville Predators ("Predators") which began in September 2026 for 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 pre-game and post-game shows for every locally broadcast Predators game.

Previous wording

On May 13, 2026, we announced a new local media television rights agreement with the Detroit Pistons ("Pistons") beginning with the 2026-27 NBA season. WMYD TV20 Detroit will become the official local broadcast home of the Pistons, producing and airing all locally available pre-season and regular season games. Viewers will be able to watch games for free via over-the-air television as well as through participating cable and satellite providers. This agreement marks the Pistons' return to a primarily local broadcast television home for the first time since 2005. As part of the partnership, the Pistons and Scripps Sports will produce comprehensive game day coverage, including pregame, in game and postgame programming, as well as a weekly, half hour Pistons show.

Current wording

On May 13, 2026, we announced a new local media television rights agreement with the Detroit Pistons ("Pistons") beginning with the 2026-27 NBA season which began in October 2026. WMYD TV20 Detroit is now the official local broadcast home of the Pistons, producing and airing all locally available pre-season and regular season games. This agreement marks the Pistons' return to a primarily local broadcast television home for the first time since 2005. As part of the partnership, the Pistons and Scripps Sports produces comprehensive game day coverage, including pregame, in game and postgame programming, as well as a weekly, half hour Pistons show.

Previous wording

On March 4, 2026, we reached agreement to acquire WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. During the first quarter of 2026, we provided a $5.0 million deposit to be applied against the purchase price at closing. While federal regulatory and other customary approvals were pending, we received revenue from and paid expenses related to WTVQ's operations through a local programming and marketing agreement. The transaction closed August 1, 2026.

Current wording

On August 1, 2026, we completed the acquisition of WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.9 million. During the first quarter of 2026, we provided a $5.0 million deposit that was applied against the purchase price at closing. Prior to closing, while federal regulatory and other customary approvals were pending, we received revenue from and paid expenses related to WTVQ's operations through a local programming and marketing agreement.

Previous wording

The Scripps Networks business has experienced lower than projected financial results reflecting the impact of continued pressure from a weak national advertising market, ratings challenges, including impacts from the Nielsen methodology changes, and broader macroeconomic uncertainty. These factors have negatively impacted expected future growth rates, profitability and the cash flows derived from the business, as well as, the expected period of time over which those cash flows will occur, and provided an indication that the fair value of our Scripps Networks reporting unit may be below its carrying value at June 30,

Current wording

The Scripps Networks business has experienced lower than projected financial results reflecting the impact of continued pressure from a weak national advertising market, ratings challenges, including impacts from the Nielsen methodology changes, and broader macroeconomic uncertainty. These factors have negatively impacted expected future growth rates, profitability and the cash flows derived from the business, as well as, the expected period of time over which those cash flows will occur, and provided an indication that the fair value of our Scripps Networks reporting unit may be below its carrying value at June 30, 2026. Following completion of a second quarter 2026 impairment test, we concluded that the fair value of our Scripps

Previous wording

Following completion of a second quarter 2026 impairment test, we concluded that the fair value of our Scripps Networks reporting unit did not exceed its carrying value and we recorded a non-cash charge of $1.1 billion to reduce the carrying values of goodwill and other intangible assets.

Current wording

Networks reporting unit did not exceed its carrying value and we recorded a non-cash charge of $1.1 billion to reduce the carrying values of goodwill and other intangible assets.

Previous wording

We did not declare or provide payment for the preferred stock dividend in either 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 June 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $150 million and the redemption value of the preferred stock totaled $782 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.

Current wording

We did not declare or provide payment for the preferred stock dividend in any of the three quarters 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 September 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $166 million and the redemption value of the preferred stock totaled $799 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.

Previous wording

Operating revenues decreased $49.7 million or 9.2% in the second quarter of 2026 and $57.2 million or 5.4% in the first six months of 2026 when compared to prior periods. Core advertising revenue decreased $46.3 million and $63.3 million in the quarter-to-date and year-to-date periods, respectively. Distribution revenue decreased $31.5 million and $28.0 million in the quarter-to-date and year-to-date periods, respectively. These decreases were partially offset by an increase of $26.6 million and $33.4 million in political revenue during this election year in the quarter-to-date and year-to-date periods, respectively.

Current wording

Operating revenues increased $19.0 million or 3.6% in the third quarter of 2026 and decreased $38.2 million or 2.4% in the first nine months of 2026 when compared to prior periods. Core advertising revenue decreased $49.2 million and $113 million in the quarter-to-date and year-to-date periods, respectively. Distribution revenue decreased $7.2 million and $35.3 million in the quarter-to-date and year-to-date periods, respectively. These decreases were offset by an increase of $77.0 million and $110 million in political revenue during this election year in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $19.6 million or 6.3% in the second quarter of 2026 and $26.0 million or 4.1% in the first six months of 2026 when compared to prior periods. Employee compensation costs decreased $4.9 million and $7.9 million in the quarter-to-date and year-to-date periods, respectively, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $6.9 million and $12.4 million in the quarter-to-date and year-to-date periods, respectively. Network programming decreased $11.4 million and $15.2 million in the quarter-to-date and year-to-date periods, respectively, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $4.4 million and $11.5 million in the quarter-to-date and year-to-date periods, respectively.

Current wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $25.0 million or 8.0% in the third quarter of 2026 and $50.9 million or 5.4% in the first nine months of 2026 when compared to prior periods. Employee compensation costs decreased $6.7 million and $14.6 million in the quarter-to-date and year-to-date periods, respectively, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $6.9 million and $19.3 million in the quarter-to-date and year-to-date periods, respectively. Network programming decreased $17.2 million and $32.4 million in the quarter-to-date and year-to-date periods, respectively, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $7.9 million and $19.4 million in the quarter-to-date and year-to-date periods, respectively.

Previous wording

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 $3.7 million or 2.6% in the second quarter of 2026 and $12.3 million or 4.4% in the first six months of 2026 when compared to prior periods. Employee compensation costs increased $1.6 million in the second quarter of 2026 and $10.5 million in the first six months of 2026 when compared to prior periods, primarily attributed to higher medical claims and increased insurance premiums. Additionally, legal fees increased $1.8 million and $2.8 million in the quarter-to-date and year-to-date periods, respectively.

Current wording

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 $2.8 million or 2.0% in the third quarter of 2026 and $15.1 million or 3.6% in the first nine months of 2026 when compared to prior periods. Employee compensation costs increased $2.5 million in the third quarter of 2026 and $13.0 million in the first nine months of 2026 when compared to prior periods, primarily attributed to higher medical claims.

Previous wording

Restructuring costs in the second quarter of 2026 and 2025 totaled $35.8 million and $0.6 million, respectively. Year-to-date restructuring costs totaled $36.5 million and $4.8 million in 2026 and 2025, respectively. Restructuring costs in 2026 included $12.1 million in asset losses following strategic programming assessments, severance charges of $4.5 million, operating lease exit costs of $3.5 million and contract exit costs of $2.7 million. Remaining 2026 restructuring costs consisted of $13.7 million in outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in 2025 included severance charges of $2.6 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.

Current wording

Restructuring costs in the third quarter of 2026 and 2025 totaled $18.8 million and $2.7 million, respectively. Year-to-date restructuring costs totaled $55.3 million and $7.5 million in 2026 and 2025, respectively. Restructuring costs in 2026 included $12.1 million in asset losses following strategic programming assessments, employee termination severance charges of $16.6 million, operating lease exit costs of $3.5 million and contract exit costs of $2.7 million. Remaining 2026 restructuring costs consisted of $20.4 million in outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in 2025 included severance charges of $4.2 million and operating lease exit costs of $2.1 million. Remaining restructuring costs in 2025 included outside consulting fees related to prior strategic reorganization efforts.

Previous wording

Depreciation and amortization of intangible assets decreased $2.1 million or 5.7% in the second quarter of 2026 and $5.3 million or 6.9% in the first six months of 2026 when compared to prior periods.

Current wording

Depreciation and amortization of intangible assets decreased $5.9 million or 16% in the third quarter of 2026 and $11.1 million or 9.9% in the first nine months of 2026 when compared to prior periods.

Previous wording

Interest expense decreased $4.5 million in the second quarter of 2026 and increased $8.7 million in the first six months of 2026 when compared to prior periods. While average outstanding debt balances were lower in the first six months 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 six months of 2026 when compared to the prior period. The quarter-to-date decrease in interest expense was due to the series of previously announced refinancing transactions that were completed during the second quarter of 2025. As part of the prior year refinancing, we paid off the remaining balances for our term loans that were due to mature in May 2026 and January 2028. In connection with the retirement of these term loans, we wrote off $5.6 million of deferred financing costs to interest expense in the second quarter 2025. We also incurred a $3.0 million loss on the extinguishment of debt when we paid off the remaining balances for our term loans. Additionally, we incurred $38.1 million of non-capitalized transaction costs related to the prior year refinancing. These costs are reflected in the caption "Other financing transaction costs" for the six months ended June 30, 2025.

Current wording

Interest expense decreased $5.4 million in the third quarter of 2026 and increased $3.2 million in the first nine months of 2026 when compared to prior periods. Average outstanding debt balances were lower in the third quarter of 2026 compared to the same period in 2025, decreasing interest expense in the third quarter of 2026 compared to the prior period. Additionally, due to a refinancing transaction that was completed during the third quarter of 2025, we wrote off $1.4 million of deferred financing costs to interest expense in the third quarter 2025. While average outstanding debt balances were lower in the first nine months 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 nine months of 2026 when compared to the prior period.

Previous wording

On April 30, 2026, we made a $30.0 million principal pre-payment on the June 2028 term loan. With this pre-payment, we incurred a $0.9 million loss on extinguishment of debt.

Current wording

On April 30, 2026, we made a $30.0 million principal pre-payment on the June 2028 term loan. With this pre-payment, we incurred a $0.9 million loss on extinguishment of debt. As part of a series of refinancing transaction costs that were completed during April and August 2025, we incurred a loss on extinguishment of debt of $7.6 million and $10.6 million for the three and nine months ended September 30, 2025, respectively. Additionally, we incurred non-capitalized transaction costs related to these prior year debt transactions. These costs are reflected in the caption "Other financing transaction costs" and totaled $6.5 million and $44.5 million for the three and nine months ended September 30, 2025, respectively.

Previous wording

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. During the second quarter of 2026, we completed the transaction with Gray Media, Inc. to swap television stations across five markets and recognized a pre-tax gain of $9.3 million. We recognized $38.9 million of pre-tax gains from these business sales for the six months ended June 30, 2026.

Current wording

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. During the second quarter of 2026, we completed the transaction with Gray Media, Inc. to swap television stations across five markets. We recognized $38.9 million of pre-tax gains from these business sales for the nine months ended September 30, 2026.

Previous wording

The effective income tax rate was 4.9% and 5.2% for the six months ended June 30, 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 ($1.7 million benefit in 2026 and $2.1 million expense in 2025), state deferred rate changes ($0.2 million benefit in 2026 and $1.4 million expense in 2025) and state NOL valuation allowance changes. Additionally, in the second quarter of 2026, the income tax provision was impacted by a net discrete tax provision benefit of $23.9 million related to book impairment of tax deductible goodwill.

Current wording

The effective income tax rate was 7.1% and 8.1% for the nine months ended September 30, 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 ($1.7 million benefit in 2026 and $2.3 million expense in 2025), state deferred rate changes ($2.7 million expense in 2025) and state NOL valuation allowance changes. Additionally, the 2026 year-to-date income tax provision was impacted by a net discrete tax provision benefit of $23.9 million related to book impairment of tax deductible goodwill recognized in the second quarter of 2026.

Previous wording

Total Local Media revenues decreased $18.2 million or 5.4% in the second quarter of 2026 and $2.0 million or 0.3% in the first six months of 2026 when compared to the prior periods. During this election year, political revenues increased $25.5 million in the second quarter of 2026 and $31.2 million in the first six months of 2026 when compared to the prior periods. Core advertising revenue decreased $11.9 million or 8.7% in the second quarter of 2026 and $4.2 million or 1.6% in the first six months of 2026 when compared to the prior periods. Core advertising revenue in the second quarter of 2025 included $6.8 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Distribution revenues decreased $32.1 million or 17% in the second quarter of 2026 and $29.4 million or 7.7% in the first six months of 2026 when compared to the prior periods. The service blackout periods during the contract negotiations with Comcast and DirecTV had a $26.7 million negative impact on second quarter 2026 distribution revenues. Additionally, distribution revenues in the second quarter of 2025 included $11.3 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Year-over-year 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 2.5% and 4.8% in the quarter-to-date and year-to-date periods, respectively. 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.

Current wording

Total Local Media revenues increased $47.4 million or 15% in the third quarter of 2026 and $45.4 million or 4.6% in the first nine months of 2026 when compared to the prior periods. During this election year, political revenues increased $75.4 million in the third quarter of 2026 and $107 million in the first nine months of 2026 when compared to the prior periods. Core advertising revenue decreased $20.5 million or 16% in the third quarter of 2026 and $24.7 million or 6.2% in the first nine months of 2026 when compared to the prior periods, reflecting displacement from political advertising. Core advertising revenue in the second and third quarters of 2025 also included $6.8 million and $5.3 million, respectively, of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Distribution revenues decreased $7.8 million or 4.2% in the third quarter of 2026 and $37.2 million or 6.6% in the first nine months of 2026 when compared to the prior periods. The service blackout periods during the contract negotiations with Comcast and DirecTV had a $30.9 million negative impact on year-to-date 2026 distribution revenues, of which, $26.7 million was in the second quarter of 2026. Additionally, distribution revenues in the second and third quarters of 2025 included $11.3 million and $10.7 million, respectively, of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Year-over-year 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 3.2% and 3.8% in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Employee compensation and benefits decreased $3.5 million or 3.3% in the second quarter of 2026 and $4.3 million or 2.1% in the first six months of 2026 when compared to prior periods, reflecting a year-over-year reduction in employee headcount.

Current wording

Employee compensation and benefits decreased $6.1 million or 5.8% in the third quarter of 2026 and $10.4 million or 3.3% in the first nine months of 2026 when compared to prior periods, reflecting a year-over-year reduction in employee headcount.

Previous wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $33.9 million or 16% in the second quarter of 2026 and $55.8 million or 14% in the first six months of 2026 when compared to prior periods. 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. Scripps Networks revenues had a net decrease of $8.5 millionin the second quarter of 2026 and $12.9 million in the first six months of 2026 due to the first quarter sale of Court TV. Lower ratings in our key monetized demographics, magnified by a Nielsen audience measurement methodology change late in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by 9.2% and 11% in the quarter-to-date and year-to-date periods, respectively. Lower pricing for direct response market advertising unfavorably impacted Scripps Networks revenues by 7.9% and 6.8% in the quarter-to-date and year-to-date periods, respectively. These unfavorable impacts were partially offset by higher connected TV revenue, which increased revenues by 3.8% and 3.5% in the quarter-to-date and year-to-date periods, respectively.

Current wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $28.0 million or 14% in the third quarter of 2026 and $83.8 million or 14% in the first nine months of 2026 when compared to prior periods. 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. Scripps Networks revenues had a net decrease of $7.4 millionin the third quarter of 2026 and $20.3 million in the first nine months of 2026 due to the first quarter sale of Court TV. Lower ratings in our key monetized demographics, magnified by a Nielsen audience measurement methodology change that occurred late in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by 9.5% and 10% in the quarter-to-date and year-to-date periods, respectively. Lower pricing for direct response market advertising unfavorably impacted Scripps Networks revenues by 6.8% in both the quarter-to-date and year-to-date periods. These unfavorable impacts were partially offset by higher connected TV revenue, which increased revenues by 5.4% and 4.2% in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Employee compensation and benefits decreased $2.2 million or 10% in the second quarter of 2026 compared to the prior period, primarily due to the first quarter sale of Court TV. The year-over-year decrease in employee compensation and benefits of $0.5 million or 1.2% was also impacted by higher medical claims and increased insurance premiums during the first quarter 2026.

Current wording

Employee compensation and benefits decreased $3.2 million or 14% in the third quarter of 2026 and $3.7 million or 5.7% for the first nine months of 2026 when compared to prior periods, primarily due to the first quarter sale of Court TV. The year-over-year change in employee compensation and benefits was also impacted by higher medical claims and increased insurance premiums during the first quarter 2026.

Previous wording

Programming expense decreased $1.6 million or 1.8% in the second quarter of 2026 and $7.0 million or 4.2% for the first six months of 2026 when compared to prior periods. Syndicated programming costs decreased $6.5 million and $11.8 million in the quarter-to-date and year-to-date periods, respectively. Carriage affiliation fees decreased $1.8 million and $3.0 million in the quarter-to-date and year-to-date periods, respectively. Other programming costs increased $6.1 million and $7.2 million in the quarter-to-date and year-to-date periods, respectively, driven by an increase in costs attributed to our sports rights agreements.

Current wording

Programming expense decreased $3.0 million or 3.5% in the third quarter of 2026 and $10.0 million or 4.0% for the first nine months of 2026 when compared to prior periods. Syndicated programming costs decreased $6.2 million and $18.0 million in the quarter-to-date and year-to-date periods, respectively. Carriage affiliation fees decreased $2.2 million and $5.2 million in the quarter-to-date and year-to-date periods, respectively. Other programming costs increased $5.4 million and $12.6 million in the quarter-to-date and year-to-date periods, respectively, driven by an increase in costs attributed to our sports rights agreements.

Previous wording

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 June 30, 2026, we had $13.0 million of unrestricted cash on hand and $221 million of additional borrowing capacity under our revolving credit facilities and securitization facility. As of June 30, 2026, we had no borrowings outstanding under our credit facilities and we had $314 million outstanding under the securitization facility, with a maximum availability allowed of $336 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.

Current wording

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 September 30, 2026, we had $83.4 million of cash on hand and $211 million of additional borrowing capacity under our revolving credit facilities and securitization facility. As of September 30, 2026, we had no borrowings outstanding under our credit facilities and we had $274 million outstanding under the securitization facility. 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.

Previous wording

Cash provided by operating activities increased $31.0 million in 2026 compared to 2025. The cash provided by operating activities was impacted by a year-over-year decrease in segment profit of $43.5 million. Changes in the accounts receivable, accounts payable and accrued employee compensation and benefits provided a year-over-year cash benefit to operating activities of $78.2 million. Changes in accounts receivable reflect the timing of revenue recognition from prior periods and the collection of amounts in subsequent periods. Items such as service blackout periods with affiliates impact the timing of period-over-period cash generated from accounts receivable. Cash paid on accounts payable balances and for employee compensation and benefits decreased year-over-year primarily as a result of the cost-savings initiatives implemented with the enterprise-wide transformation plan. Cash provided by operating activities was also impacted by a year-over-year increase in cash tax refunds of $17.5 million and a year-over-year increase in cash interest paid of $19.5 million.

Current wording

Cash provided by operating activities increased $141 million in 2026 compared to 2025. Changes in accounts receivable, unearned revenue, accounts payable and accrued employee compensation and benefits provided a year-over-year cash benefit to operating activities of $176 million. Changes in accounts receivable and unearned revenue were primarily driven by advertising for political campaigns, which are generally paid in advance. Cash paid on accounts payable balances and for employee compensation and benefits decreased year-over-year primarily as a result of the cost-savings initiatives implemented with the enterprise-wide transformation plan. Cash provided by operating activities was also impacted by a year-over-year increase in cash interest paid of $33.9 million and a year-over-year decrease in segment profit of $2.4 million.

Previous wording

Cash provided by investing activities was $102 million in 2026 compared to $16.5 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 $19.7 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 $40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in cash used for investment purchases and $17.2 million in capital expenditures.

Current wording

Cash provided by investing activities was $72.8 million in 2026 compared to $1.5 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 $31.8 million in capital expenditures, $15.9 million for the purchase of WTVQ, the ABC affiliate in Lexington, Kentucky, and $6.9 million in cash used for investment purchases. Investing activities in 2025 reflect $40.0 million of cash proceeds from the sale of our West Palm television station building, $32.7 million in capital expenditures and $6.9 million in cash used for investment purchases.

Previous wording

Cash used in financing activities was $123 million in 2026 compared to cash provided by financing activities of $5.1 million in 2025. As of June 30, 2026, we had no borrowings outstanding under our revolving credit facilities. During the first six months of 2026, we had net payments of $47.6 million under our accounts receivable securitization facility, made principal pre-payments of $60.6 million on our term loans and paid $6.4 million in deferred financing costs. During the first six months of 2025, we had net debt proceeds of $70.0 million under our revolving credit facilities, $885 million of proceeds from the issuance of new long-term debt under the April 10, 2025 credit agreement and net proceeds of $366 million under our accounts receivable securitization facility. During the first six months of 2025, we made payments on long-term debt of $1.3 billion to pay down our May 2026 and January 2028 term loans. In connection with the refinancing transactions in the second quarter of 2025, we paid $43.2 million in deferred financing costs and $2.8 million in debt extinguishment costs.

Current wording

Cash used in financing activities was $166 million in 2026 compared to cash provided by financing activities of $21.3 million in 2025. As of September 30, 2026, we had no borrowings outstanding under our revolving credit facilities. During the first nine months of 2026, we had net payments of $87.2 million under our accounts receivable securitization facility, made principal pre-payments of $60.6 million on our term loans and paid $8.4 million in deferred financing costs. During the first nine months of 2025, we had $1.6 billion of proceeds from the issuance of new long-term debt while we made payments on long-term debt of $1.9 billion, which included $1.3 billion to pay down our May 2026 and January 2028 term loans, $426 million to redeem our outstanding principal amount of our 2027 Senior Notes and a $205 million pre-payment on our June 2028 term loan. We had net proceeds of $360 million under our accounts receivable securitization facility at September 30, 2025. In connection with the refinancing transactions during the first nine months of 2025, we paid $63.3 million in deferred financing costs and $6.7 million in debt extinguishment costs.

Previous wording

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 June 30, 2026, we had $314 million outstanding under the securitization facility, with a maximum availability allowed of $336 million.

Current wording

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 September 30, 2026, we had $274 million outstanding under the securitization facility, with a maximum availability allowed of $286 million.

Previous wording

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the revolving credit facilities, 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 June 30, 2026, we were in compliance with our financial covenants.

Current wording

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the revolving credit facilities, 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 stepped down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. As of September 30, 2026, we were in compliance with our financial covenants.

Previous wording

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 either quarter of 2026 or any of the 2025 quarters. At June 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $150 million and the redemption value of the preferred stock totaled $782 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.

Current wording

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). We did not declare or provide payment for the preferred stock dividend in any of the three quarters of 2026 or any of the 2025 quarters. At September 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $166 million and the redemption value of the preferred stock totaled $799 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.

Previous wording

During the remainder of 2026, we anticipate contributing an additional $0.7 million to fund the SERPs' benefit payments and we have required pension plan contributions totaling $4.7 million.

Current wording

During the remainder of 2026, we anticipate contributing an additional $0.5 million to fund the SERPs' benefit payments. We are required to contribute an additional $1.5 million to fund our qualified defined benefit pension plan in order to meet our 2026 funding requirements under the provision of the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006.