Scripps (SSP) CLO adds major RSU grants and tax-withheld shares

Rhea-AI Filing Summary

E.W. Scripps Chief Legal Officer David M. Giles reported multiple equity compensation transactions dated March 1, 2026. He acquired restricted stock units (RSUs) through grants of 92,228 and 70,821 units and through conversions of existing RSUs into Class A Common Shares.

He also exercised derivative securities into 55,319 Class A Common Shares, while 24,585 Class A shares were withheld by the company to satisfy tax obligations. Footnotes state that additional RSUs were credited because the company exceeded performance goals, with these awards scheduled to vest in stages from 2026 through 2030.

SEC Form 4

FORM 4

UNITED 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

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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^*

Giles David M

(Last) (First) (Middle)

312 WALNUT ST., SUITE 2800

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
E.W. SCRIPPS Co [ SSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	03/01/2026		F(1)		24,585	D	$0	19,931.9765	D
Class A Common Shares	03/01/2026		M(2)		55,319	A	$0	75,250.9765	D
Common Voting Shares								0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	03/01/2026		M(2)			6,476	03/01/2025	03/01/2027	Class A Common Shares	13,782	$0	16,420	D
Restricted Stock Units	$0.00	03/01/2026		A(3)		92,228		03/01/2026	03/01/2029	Class A Common Shares	92,228	$0	190,081	D
Restricted Stock Units	$0.00	03/01/2026		M(2)			43,190	03/01/2026	03/01/2029	Class A Common Shares	43,190	$0	146,891	D
Restricted Stock Units	$0.00	03/01/2026		A(4)		70,821		03/01/2027	03/01/2030	Class A Common Shares	70,821	$0	70,821	D

Explanation of Responses:

1. The terms of this long-term incentive award mandate that the Company withhold shares to satisfy the reporting person's tax obligation.

2. This transaction reflects the conversion of restricted stock units into Class A Common Shares.

3. Since the Company exceeded performance goals, additional restricted stock units were credited. This restricted stock award will vest in equal parts in 2027, 2028 and 2029. 25% vested in 2026. Upon vesting, each restricted stock unit will convert into one Class A Common Share of the Company.

4. This restricted stock unit award will vest in equal parts in 2027, 2028, 2029 and 2030. Upon vesting, each restricted stock until will convert into one Class A Common Share of the Company.

	/s/ Robert Oestreicher by Power of Attorney	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SSP Chief Legal Officer David M. Giles report?

David M. Giles reported multiple equity compensation transactions on March 1, 2026. He received large grants of restricted stock units, had additional RSUs credited for performance, and converted RSUs into Class A Common Shares, alongside a tax-related share withholding by the company.

Did David M. Giles buy or sell E.W. Scripps (SSP) shares in the open market?

The transactions involve equity awards, RSU conversions, and tax withholding, not open-market buying or selling. Code M entries show exercises or conversions, code A shows grants or awards, and the F-coded transaction reflects shares withheld by the company to cover tax obligations.

Why were 24,585 E.W. Scripps Class A shares disposed of in Giles’s Form 4?

The 24,585 Class A shares coded F were withheld by the company to satisfy Giles’s tax obligations. A footnote explains the long-term incentive award terms require the company to retain shares instead of a cash payment when covering the reporting person’s tax liability.

How are David M. Giles’s new E.W. Scripps RSU awards scheduled to vest?

One performance-based RSU award vests 25% in 2026 and in equal parts in 2027, 2028, and 2029. Another RSU award vests in equal parts in 2027, 2028, 2029, and 2030, with each vested unit converting into one Class A Common Share.

What performance condition affected David M. Giles’s restricted stock units at E.W. Scripps (SSP)?

A footnote states the company exceeded performance goals, resulting in additional restricted stock units being credited to Giles. These performance-based RSUs are scheduled to vest over several years, and upon vesting, each unit converts into one Class A Common Share of the company.