STOCK TITAN

E.W. Scripps (SSP) director exercises 90,673 RSUs and receives grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

E.W. Scripps Co director John W. Hayden exercised restricted stock units into Class A Common Shares and received a new equity award. On May 5, 2026, 90,673 restricted stock units converted into Class A Common Shares, bringing his direct Class A Common Share holdings to 249,534.848 shares.

On May 4, 2026, he was granted 49,575 new restricted stock units at a conversion price of $0.00; the award will vest in 2027, when each unit converts into one Class A Common Share. He also holds phantom stock tied to Class A Common Shares through a deferred compensation plan, with 86,313.980 underlying shares credited to this phantom stock account.

Positive

  • None.

Negative

  • None.
Insider HAYDEN JOHN W
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 90,673 $0.00 --
Exercise Class A Common Shares, $.01 par value per share 90,673 $0.00 --
Grant/Award Restricted Stock Units 49,575 $0.00 --
holding Phantom Stock -- -- --
holding Common Voting Shares, $.01 par value per share -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Shares, $.01 par value per share — 249,534.848 shares (Direct, null); Phantom Stock — 86,313.98 shares (Direct, null); Common Voting Shares, $.01 par value per share — 0 shares (Direct, null)
Footnotes (1)
  1. This transaction reflects the conversion of restricted stock units into Class A Common Shares. This restricted stock unit award will vest in 2027. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company. Pursuant to the company's 1997 Deferred Compensation and Stock Plan for Directors, directors may defer fees into a phantom stock fund. Under this plan, fees are allocated to a phantom shares account based on the fair market value of the company's Class A Common Shares on the last trading day of each quarter. Balances are paid in either shares or cash at the time a director leaves the Board.
RSUs converted to shares 90,673 shares Restricted stock units converted into Class A Common Shares on May 5, 2026
Class A shares after conversion 249,534.848 shares Direct Class A Common Share holdings following May 5, 2026 transaction
New RSU grant 49,575 units Restricted stock units granted on May 4, 2026, vesting in 2027
Phantom stock underlying shares 86,313.980 shares Underlying Class A Common Shares credited to phantom stock account
RSU exercise price $0.00 per unit Conversion or exercise price for the reported restricted stock units
Restricted Stock Units financial
"This transaction reflects the conversion of restricted stock units into Class A Common Shares."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
phantom stock fund financial
"directors may defer fees into a phantom stock fund."
Deferred Compensation and Stock Plan for Directors financial
"Pursuant to the company's 1997 Deferred Compensation and Stock Plan for Directors, directors may defer fees"
phantom shares account financial
"fees are allocated to a phantom shares account based on the fair market value"
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HAYDEN JOHN W

(Last)(First)(Middle)
312 WALNUT STREET
28TH FLOOR

(Street)
CINCINNATI OHIO 45202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Shares, $.01 par value per share05/05/2026M(1)90,673A$0249,534.848D
Common Voting Shares, $.01 par value per share0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$005/05/2026M90,67305/05/202605/05/2026Class A Common Shares0$00D
Restricted Stock Units$0(2)05/04/2026A49,57505/04/202705/04/2027Class A Common Shares0$049,575D
Phantom Stock(3) (3) (3)Class A Common86,313.9886,313.98D
Explanation of Responses:
1. This transaction reflects the conversion of restricted stock units into Class A Common Shares.
2. This restricted stock unit award will vest in 2027. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.
3. Pursuant to the company's 1997 Deferred Compensation and Stock Plan for Directors, directors may defer fees into a phantom stock fund. Under this plan, fees are allocated to a phantom shares account based on the fair market value of the company's Class A Common Shares on the last trading day of each quarter. Balances are paid in either shares or cash at the time a director leaves the Board.
/s/ Robert Oestreicher by Power of Attorney05/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did E.W. Scripps (SSP) director John W. Hayden report in this Form 4?

John W. Hayden reported equity compensation-related transactions. He converted 90,673 restricted stock units into Class A Common Shares and received a new grant of 49,575 restricted stock units, along with updating holdings in a phantom stock account tied to the company’s Class A Common Shares.

How many E.W. Scripps Class A Common Shares does John W. Hayden now hold directly?

After the reported transactions, John W. Hayden directly holds 249,534.848 Class A Common Shares. This figure reflects the conversion of 90,673 restricted stock units into Class A Common Shares on May 5, 2026, as shown in the non-derivative transaction records.

What are the key details of John W. Hayden’s new restricted stock unit grant at E.W. Scripps (SSP)?

On May 4, 2026, Hayden received a grant of 49,575 restricted stock units at a conversion price of $0.00. According to the disclosure, this award will vest in 2027, and each restricted stock unit will convert into one Class A Common Share of the company.

What does the conversion of 90,673 restricted stock units mean for E.W. Scripps director John W. Hayden?

The conversion means 90,673 restricted stock units were exchanged for an equal number of Class A Common Shares. This transaction, reported with code M, reflects an exercise or conversion of a derivative security, increasing Hayden’s direct Class A Common Share holdings to 249,534.848 shares.

How does the phantom stock plan work for E.W. Scripps (SSP) directors like John W. Hayden?

Under the company’s 1997 Deferred Compensation and Stock Plan for Directors, directors may defer fees into a phantom stock fund. Fees are converted into phantom shares based on Class A Common share value, with balances—such as Hayden’s 86,313.980 underlying shares—paid in shares or cash when a director leaves the Board.

What is the status of John W. Hayden’s phantom stock holdings at E.W. Scripps?

Hayden’s phantom stock account reflects 86,313.980 underlying Class A Common Shares. These phantom shares result from deferred director fees allocated each quarter based on fair market value and are payable in shares or cash when he leaves the E.W. Scripps Board, under the deferred compensation plan.