E.W. SCRIPPS Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

THE E.W. SCRIPPS COMPANY

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):  No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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The E.W. Scripps Company

312 Walnut Street, Suite 2800

Cincinnati, Ohio 45202

To the Shareholders of The E.W. Scripps Company:

The Annual Meeting of the Shareholders (the "Annual Meeting") of The E.W. Scripps Company (the “Company”) will be held at the Scripps Center, 312 Walnut Street, 10th Floor Conference Center, Cincinnati, Ohio, on Monday, May 6, 2024, at 4:00 PM, Eastern Time, for the following purposes:

1. to elect directors;

2. to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024;

3. to hold an advisory (non-binding) vote to approve named executive officer compensation (a “say-on-pay vote”); and

4. to approve an amendment to The E.W. Scripps Company 2023 Long-Term Incentive Plan.

The shareholders will also transact such other business as may properly come before the Annual Meeting. The Company’s board of directors (the “Board”) has fixed the close of business on March 12, 2024, as the record date for the determination of shareholders who are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

We are furnishing our proxy materials to you under Securities and Exchange Commission rules that allow companies to deliver proxy materials to their shareholders on the Internet. On or about March 22, 2024, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and were provided access to our proxy materials over the Internet. The proxy materials include the 2024 Annual Report to Shareholders and the Proxy Statement.

We encourage you to attend the Annual Meeting. However, it is important that your shares be represented whether or not you are personally able to attend the Annual Meeting. Please vote as instructed on the Notice, via the Internet or the telephone, as promptly as possible so as to ensure that your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you attend the meeting and your shares are registered in your name, you may withdraw your proxy at that time and vote your shares in person. If you plan to attend the Annual Meeting and need special assistance because of a disability, please contact the secretary’s office at secretary@scripps.com.

Your proxy is being solicited by the Board. Thank you for investing in The E.W. Scripps Company.

Julie L. McGehee, Esq.

Secretary and Senior Vice President

March 22, 2024

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THE E.W. SCRIPPS COMPANY

312 Walnut Street

Cincinnati, Ohio 45202

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