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Scripps (NASDAQ: SSP) uses $123M station sales for debt and ION buys

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The E.W. Scripps Company closed the sale of its ABC-affiliated WRTV station in Indianapolis to Circle City Broadcasting for $83 million in cash. The deal, while for a single station, meets SEC tests for a technically “significant” disposition, so Scripps provided detailed unaudited pro forma financials.

Those 2025 pro forma figures show Scripps’ net loss attributable to shareholders improving from $164.5 million to $150.4 million, with basic and diluted loss per share narrowing from $1.87 to $1.71. Separately, Scripps highlights that the WRTV sale and a recent $40 million WFTX sale together generated $123 million in cash, which it plans to use for debt reduction and to help fund the roughly $54 million purchase of 23 ION-affiliated stations previously divested to INYO Broadcast Holdings.

Positive

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Negative

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Insights

Scripps monetizes two TV stations to reduce debt and rebalance its portfolio, with modest improvement in pro forma earnings.

The company sold WRTV for $83 million and recently sold WFTX for $40 million, generating a combined $123 million in cash. Management states these funds will go toward debt paydown and the roughly $54 million purchase price for 23 ION-affiliated stations from INYO, pending deal timing.

Pro forma 2025 results illustrate how losing WRTV’s revenue and costs might have affected performance. Net loss attributable to shareholders narrows from $164.5 million to $150.4 million, and basic and diluted loss per share improve from $1.87 to $1.71. The company also notes that owning the INYO stations would be immediately accretive to Scripps Networks division segment profit and margin, while a planned station swap with Gray Television is before federal regulators, so eventual financial impact depends on regulatory decisions and execution.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Item 99.1 Item 99.1
WRTV sale price $83 million cash Cash consideration for sale of WRTV to Circle City Broadcasting
WFTX sale price $40 million cash Cash consideration for earlier sale of WFTX to Sun Broadcasting
Combined sale proceeds $123 million cash Total cash from WRTV and WFTX divestitures
INYO stations purchase price approximately $54 million Current aggregate purchase price for 23 ION-affiliated stations
Net loss – historical 2025 $164.5 million Net loss attributable to Scripps shareholders, historical 2025
Net loss – pro forma 2025 $150.4 million Net loss attributable to Scripps shareholders, pro forma 2025 after WRTV sale
EPS – historical 2025 $(1.87) per share Historical 2025 basic and diluted loss per share
EPS – pro forma 2025 $(1.71) per share Pro forma 2025 basic and diluted loss per share after WRTV sale
unaudited pro forma condensed consolidated financial statements financial
"The following unaudited pro forma condensed consolidated financial information for Scripps, giving effect to the WRTV sale..."
significant disposition regulatory
"the WRTV sale met a quantitative threshold to be technically considered a “significant” disposition within the meaning of those rules"
Article 11 of Regulation S-X regulatory
"unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X"
segment profit and margin financial
"Ownership of the INYO stations would be immediately accretive to Scripps Networks division segment profit and margin"
ownership rules regulatory
"The divestitures were required at the time to comply with Federal Communications Commission ownership rules"
false000083242800008324282026-03-312026-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 2026
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
 
Ohio 001-10701 31-1223339
(State or other jurisdiction of
incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification Number)
 
312 Walnut Street
Cincinnati,Ohio45202
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (513977-3000
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act.
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareSSPNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth 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.




THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
 
Item No.Page
2.01Completion of Acquisition or Disposition of Assets3
8.01Other Events3
9.01Financial Statements and Exhibits3

2


Item 2.01 Completion of Acquisition or Disposition of Assets

On March 31, 2026, The E. W. Scripps Company (“Scripps”) closed on the sale of its WRTV television station to Circle City Broadcasting for cash consideration of $83 million.

Although the transaction only relates to a single station and we do not consider it material, under revised Securities and Exchange Commission rules that require us to compare the value of the consideration received against our market capitalization, the WRTV sale met a quantitative threshold to be technically considered a “significant” disposition within the meaning of those rules. Accordingly, in order to comply with these rules, we are filing this Form 8-K under Item 2.01 and providing the pro forma information required by Item 9.01 as provided below.


Item 8.01 Other Events

On March 31, 2026, Scripps issued a press release announcing the completion of the WRTV sale. A copy of the press release is attached hereto as Exhibit 99.2.


Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

Pursuant to Article 11 of Regulation S-X, the following unaudited pro forma financial information for Scripps, giving effect to the WRTV sale, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits
Exhibit
Number
Description of Item
99.1
The E. W. Scripps Company Unaudited Pro Forma Condensed Consolidated Financial Statements
99.2
Press release dated March 31, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

3


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 hereunto duly authorized.
 
THE E.W. SCRIPPS COMPANY
BY: /s/ Daniel W. Perschke
 Daniel W. Perschke
 Senior Vice President, Controller
(Principal Accounting Officer)
Dated: April 1, 2026
4

Exhibit 99.1

THE E.W. SCRIPPS COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On March 31, 2026, Scripps closed on the sale of its WRTV television station for cash consideration of $83 million.

The accompanying unaudited pro forma condensed consolidated balance sheet of Scripps is presented as if the sale had occurred as of December 31, 2025. The estimated gain on sale from the transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within accumulated deficit.

The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 includes certain pro forma adjustments to illustrate the estimated effect of the sale, as if the transaction had occurred on January 1, 2025.

The unaudited pro forma condensed consolidated financial statements presented have been derived from Scripps’ historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results for Scripps, the pro forma condensed consolidated financial statements are included for informational purposes only and are intended to illustrate how the sale might have affected the historical consolidated financial statements had it been completed at an earlier time as indicated herein. In accordance with the as amended rules adopted by the U.S Securities and Exchange Commission (the “SEC”) on May 21, 2020, the sale constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, and include adjustments to the extent that they are directly attributable to the sale.

These pro forma adjustments are based on currently available information, estimates and assumptions that Scripps believes are reasonable in order to reflect, on a pro forma basis, the impact of the sale on the company’s historical information, and are not necessarily indicative of Scripps’ future financial position and future results of operations and do not reflect all actions that may be taken by Scripps following the closing of the sale. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.



The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(in thousands, except per share data)
Scripps Historical
(1)
WRTV Historical
(2)
Pro Forma Adjustments
Scripps Pro Forma
Assets:
Current assets:
Cash and cash equivalents
$27,923 $— $81,340 (3)$109,263 
Accounts receivable, less allowances
569,307 — — 569,307 
Miscellaneous
47,255 — — 47,255 
Assets held for sale102,933 (53,480)— 49,453 
Total current assets
747,418 (53,480)81,340 775,278 
Investments
14,369 — — 14,369 
Property and equipment
407,966 — — 407,966 
Operating lease right-of-use asset
95,975 — — 95,975 
Goodwill
1,918,334 — — 1,918,334 
Other intangible assets
1,517,776 — — 1,517,776 
Programming
280,359 — — 280,359 
Miscellaneous
26,431 — — 26,431 
Total Assets
$5,008,628 $(53,480)$81,340 $5,036,488 
Liabilities and Equity:
Current liabilities:
Accounts payable
$63,420 $— $— $63,420 
Unearned revenue
22,166 — — 22,166 
Current portion of long-term debt
8,854 — — 8,854 
Accrued liabilities:

  Employee compensation and benefits
55,657 — — 55,657 
  Accrued taxes34,576 — 19,031 (4)53,607 
  Programming liability
141,914 — — 141,914 
  Accrued interest53,791 — — 53,791 
  Miscellaneous
41,813 — — 41,813 
Other current liabilities
24,347 — — 24,347 
Liabilities held for sale7,063 (348)— 6,715 
Total current liabilities
453,601 (348)19,031 472,284 
Long-term debt (less current portion)
2,585,534 — — 2,585,534 
Deferred income taxes
268,427 — (11,810)(4)256,617 
Operating lease liabilities
85,885 — — 85,885 
Other liabilities (less current portion)
369,089 — — 369,089 
Total Liabilities
3,762,536 (348)7,221 3,769,409 
Equity:

Preferred stock
— — — — 
Preferred stock - Series A419,159 — — 419,159 
Common stock:
  Class A
771 — — 771 
  Voting
119 — — 119 
Total preferred and common stock
420,049 — — 420,049 
Additional paid-in capital
1,467,347 — — 1,467,347 
Accumulated deficit
(576,881)(53,132)(4)74,119 (4)(555,894)
Accumulated other comprehensive loss, net of income taxes
(64,423)— — (64,423)
Total Equity
1,246,092 (53,132)74,119 1,267,079 
Total Liabilities and Equity
$5,008,628 $(53,480)$81,340 $5,036,488 




Notes to December 31, 2025 Unaudited Pro Forma Condensed Consolidated Balance Sheet

(1)Represents Scripps’ consolidated balance sheet as contained in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.
(2)Adjustments represent the elimination of assets and liabilities attributed to the sale of the station.
(3)Adjustments reflect the estimated cash proceeds of $83 million from the sale, less estimated selling costs of $1.7 million attributed to the transaction.
(4)Adjustments reflect the estimated gain on disposal, which is calculated as the difference between estimated net cash proceeds from the sale (refer to (3) above) and the historical carrying value of the WRTV net assets sold as of December 31, 2025, net of $7.2 million of estimated income tax impacts. The actual gain on disposal, including income taxes due, will be based on the balance sheet information as of the closing date and may differ from the December 31, 2025 pro forma estimates.



The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2025
(in thousands, except per share data)
Scripps
Historical
(1)
WRTV Historical (2)
Pro Forma Adjustments (3)
Scripps Pro Forma
Operating Revenues:
Advertising
$1,354,369 $(12,835)$— $1,341,534 
Distribution
758,679 (25,813)— 732,866 
Other
37,537 (389)— 37,148 
Total operating revenues
2,150,585 (39,037)— 2,111,548 
Operating Expenses:
Cost of revenues, excluding depreciation and amortization
1,274,517 (24,357)— 1,250,160 
Selling, general and administrative expenses, excluding depreciation and amortization
563,001 (3,763)— 559,238 
Restructuring costs
9,828 — — 9,828 
Depreciation
58,850 (1,327)— 57,523 
Amortization of intangible assets
91,982 (912)— 91,070 
Losses (gains), net on disposal of property and equipment
(31,587)— — (31,587)
Total operating expenses
1,966,591 (30,359)— 1,936,232 
Operating income
183,994 (8,678)— 175,316 
Interest expense
(220,968)— — (220,968)
Loss on extinguishment of debt(12,998)— — (12,998)
Other financing transaction costs(44,537)— — (44,537)
Defined benefit pension plan income (expense)
(1,284)— — (1,284)
Miscellaneous, net
(23,709)— 27,518 3,809 
Income (loss) from operations before income taxes
(119,502)(8,678)27,518 (100,662)
Provision (benefit) for income taxes
(18,625)(2,222)7,045 (13,802)
Net income (loss)
(100,877)(6,456)20,473 (86,860)
Preferred stock dividends(63,583)— — (63,583)
Net income (loss) attributable to Scripps shareholders
$(164,460)$(6,456)$20,473 $(150,443)
Net income (loss) attributable to Scripps shareholders per share of common stock:
Basic
$(1.87)$(1.71)
Diluted
$(1.87)$(1.71)
Weighted average shares outstanding:
Basic
88,02488,024
Diluted
88,02488,024
Notes to Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2025

(1)Represents Scripps’ consolidated statement of operations as contained in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.
(2)Adjustments represent the elimination of revenue, costs and expenses directly attributed to WRTV. Intercompany carriage fee revenue totaling $0.7 million was excluded from WRTV’s revenues. Adjustments also do not include certain general corporate overhead costs previously allocated to the station that will have a continuing impact on Scripps post-closing. The estimated income tax effects are calculated at the statutory rate for the period.
(3)Adjustments reflect the estimated gain on disposal, which is calculated as the difference between estimated net cash proceeds from the sale (refer to (3) in the notes to the pro forma balance sheet above) and the historical carrying value of the WRTV net assets sold as of the first day of the reporting period (January 1, 2025), net of $7.0 million of estimated income taxes attributed to the sale.









Exhibit 99.2
scrippsimageupdateda.jpgscrippsimageupdated2a.jpg

Scripps completes sale of WRTV in Indianapolis
to Circle City Broadcasting
March 31, 2026 

CINCINNATI - The E.W. Scripps Company (NASDAQ: SSP) closed today on the sale of WRTV, its ABC-affiliated station in Indianapolis, to Circle City Broadcasting for $83 million.

The WRTV sale follows Scripps’ recent completion of the sale of WFTX, its Fox-affiliated station in Fort Myers, Florida, to Sun Broadcasting for $40 million. Combined, the two transactions generated $123 million in cash proceeds, which the company says will be used toward debt paydown and the purchase of 23 ION-affiliated stations that it divested to INYO Broadcast Holdings in connection with its acquisition of ION in January 2021.

The current aggregate purchase price of the INYO stations is approximately $54 million pending timing of a deal close. The divestitures were required at the time to comply with Federal Communications Commission ownership rules, and Scripps will seek waivers from the FCC to the extent such rules are still in effect. Ownership of the INYO stations would be immediately accretive to Scripps Networks division segment profit and margin, and would support coordination with Scripps’ other stations to develop potential new local programming opportunities.

Scripps also has an agreement to swap stations in five markets with Gray Television, a transaction that will strengthen Scripps’ competitive position in key Mountain West markets. That transaction, which requires relief from current television station ownership rules, is now in front of federal regulators for review.

Investor contact: Carolyn Micheli, The E.W. Scripps Company, (513) 977-3732, carolyn.micheli@scripps.com
Media contact: Becca McCarter, The E.W. Scripps Company, (513) 410-2425, rebecca.mccarter@scripps.com

scrippsimageupdated4a.jpg
About Scripps
The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company focused on creating connection. As one of the nation’s largest local TV broadcasters, Scripps serves communities with quality, objective local journalism and operates a portfolio of about 60 stations in 40 markets. Scripps reaches households across the U.S. with national news outlet Scripps News and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. Scripps is the nation’s largest holder of broadcast spectrum. Scripps Sports serves professional and college sports leagues, conferences and teams with local market depth and national broadcast reach of up to 100% of TV households. Founded in 1878, Scripps is the steward of the Scripps National Spelling Bee, and its longtime motto is: “Give light and the people will find their own way.”
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FAQ

What did The E.W. Scripps Company (SSP) report in this 8-K?

The company reported it closed the sale of its WRTV TV station in Indianapolis to Circle City Broadcasting for $83 million in cash. It also provided unaudited pro forma 2025 financial statements reflecting the sale and attached a press release describing associated portfolio moves.

How much cash does Scripps receive from recent station sales?

Scripps received $83 million from selling WRTV and previously received $40 million from selling WFTX. Combined, the two divestitures generated $123 million in cash proceeds, which the company plans to use for debt reduction and to help fund acquiring 23 ION-affiliated stations.

How does the WRTV sale affect Scripps’ pro forma 2025 earnings?

On a pro forma basis, Scripps’ 2025 net loss attributable to shareholders improves from $164.5 million to $150.4 million. Basic and diluted loss per share narrow from $1.87 to $1.71, reflecting removal of WRTV’s results and the estimated gain on disposal with related tax effects.

What will Scripps do with the WRTV and WFTX sale proceeds?

Scripps says the combined $123 million from selling WRTV and WFTX will be used toward paying down debt and funding the purchase of 23 ION-affiliated stations from INYO Broadcast Holdings, whose current aggregate purchase price is about $54 million pending closing timing.

Why is the WRTV sale considered a significant disposition for Scripps?

Under updated SEC rules, Scripps must compare the value of consideration received with its market capitalization. Although management views the WRTV sale as not material operationally, this test caused it to be technically classified as a “significant” disposition, requiring pro forma financial information under Item 2.01.

How might acquiring the INYO stations affect Scripps’ operations?

Scripps states that owning the 23 ION-affiliated INYO stations would be immediately accretive to its Scripps Networks division segment profit and margin. It also expects ownership to support coordination with other stations to develop potential new local programming opportunities, subject to completing the transaction.

What other pending station transaction did Scripps mention?

Scripps mentioned an agreement to swap stations in five markets with Gray Television. The company says this transaction would strengthen its competitive position in key Mountain West markets and currently awaits review and required relief from existing federal television ownership rules.

Filing Exhibits & Attachments

5 documents