[8-K] The E.W. Scripps Company Reports Material Event

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corp (NRUC) has filed Pricing Supplement No. 637 under Rule 424(b)(3) for a new InterNotes offering of Senior Unsecured Notes.

• Coupon: 4.050% fixed, paid monthly starting 08/15/2025 (first coupon $3.15 per $1,000).
• Maturity: 07/15/2027 (two-year tenor).
• Offering price: 100.000% of principal; gross concession: 0.550% to selling agents.
• Redemption: Non-callable; includes a survivor’s option.
• Denomination: $1,000 minimum and $1,000 increments; DTC book-entry settlement on 07/17/2025.
• Distribution group: InspereX (lead), Citigroup, Wells Fargo, RBC; trustee is U.S. Bank Trust Company NA.

The filing provides final terms but does not specify total principal amount or use of proceeds. At issuance, investors obtain a short-duration, investment-grade senior unsecured exposure to NRUC with a steady 4.05% cash flow and no early-call risk.

Positive

• Non-callable structure provides coupon certainty for investors.
• Monthly 4.05% fixed coupon delivers predictable cash flow over two years.
• Senior unsecured ranking offers higher recovery priority than subordinated debt.
• Survivor’s option enhances flexibility for estate planning.

Negative

• Total principal amount unspecified, leaving unclear impact on NRUC’s leverage.
• Gross selling concession of 0.55% increases issuance cost to the company.

Insights

Fixed-Income Analyst

TL;DR: Two-year NRUC InterNotes offer 4.05% fixed monthly, non-callable, par pricing—straightforward low-risk retail bond.

The note’s short maturity and senior unsecured status reduce duration and credit risk versus NRUC’s longer-dated subordinated issues. A 4.05% coupon paid monthly equates to a simple annual yield of roughly 4.05% at par, competitive for investment-grade spread products in mid-2025. Non-callability eliminates reinvestment uncertainty, while a survivor’s option adds estate planning flexibility for retail buyers. Investors should note the 0.55% selling concession, which slightly dilutes net proceeds to NRUC but does not affect the buyer’s coupon. Overall, the terms are plain-vanilla and likely neutral to NRUC’s credit profile, as total issuance size is undisclosed.

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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) July 7, 2025

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,			Ohio						45202
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (513) 977-3000

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 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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
1.01			Entry Into a Material Definitive Agreement			3
9.01			Financial Statements and Exhibits			3

2

Item 1.01 Entry Into a Material Definitive Agreement

On July 7, 2025, The E.W. Scripps Company (“Scripps”) entered into agreements with Gray Media, Inc. (“Gray”), to swap television stations across five markets. Scripps 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 Scripps’ 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, pending regulatory and other approvals, is expected to close in the fourth quarter of 2025.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit Number						Description of Item
99.1						Press release dated July 7, 2025
104						Cover 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: July 7, 2025

4

FAQ

What is the coupon rate on NRUC’s new InterNotes?

The notes pay a 4.050% fixed coupon with monthly payments.

When do the NRUC notes mature?

They mature on July 15, 2027.

Are the NRUC notes callable before maturity?

No. The filing states the notes are non-callable.

What is the minimum investment denomination?

The minimum denomination is $1,000, with $1,000 increments.

Who are the selling agents for this NRUC offering?

InspereX, Citigroup Global Markets, Wells Fargo Clearing Services, and RBC Capital Markets.

Does the security include a survivor’s option?

Yes, investors’ estates may redeem the notes under the survivor’s option feature.