| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common shares, $.01 par value per share |
| (b) | Name of Issuer:
E.W. SCRIPPS Co |
| (c) | Address of Issuer's Principal Executive Offices:
312 WALNUT STREET, 312 WALNUT STREET, CININNATI,
OHIO
, 45202. |
| Item 2. | Identity and Background |
|
| (a) | This statement is being filed by one or more of the following persons: GGCP, Inc. (GGCP), GGCP Holdings LLC (GGCP Holdings), GAMCO Investors, Inc. (GBL), Associated Capital Group, Inc. (AC), Gabelli Funds, LLC (Gabelli Funds), GAMCO Asset Management Inc. (GAMCO), Teton Advisors, LLC (Teton Advisors), Keeley-Teton Advisors, LLC (Keeley-Teton), Gabelli & Company Investment Advisers, Inc. (GCIA), Morgan Group Holding Co., (MGH), G.research, LLC (G.research), MJG Associates, Inc. (MJG Associates), Gabelli Securities International (Bermuda) Limited (GSIL), Gabelli Foundation, Inc. (Foundation), Mario Gabelli, LICT and CIBL. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the Reporting Persons. |
| (b) | GAMCO is a New York corporation and GBL and MGH are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office 191 Mason Street, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. Teton Advisors is a Wyoming limited liability company having its principal place of business at 189 Mason Street, Greenwich, CT 06830. Keeley-Teton Advisors is a Delaware limited liability company having its principal place of business at 141 W. Jackson Blvd., Chicago, IL 60604. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. |
| (c) | GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company whose stock is quoted on the OTCQX platform, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (Advisers Act). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA or its relying advisers, act as a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, Gabelli Intermediate Credit Fund L.P., GAMA Select Plus Master Fund, Ltd., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research is a wholly owned subsidiary of MGH. G.research, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (1934 Act), which may as a part of its business purchase and sell securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focused Growth and Income Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources, Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Media Mogul Fund, The Gabelli Pet Parents Fund, Keeley Small Cap Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd., Gabelli Growth Innovators ETF, Gabelli Love Our Planet & People ETF, Gabelli Automation ETF, Gabelli Commercial Aerospace & Defense ETF, Gabelli Financial Services Opportunities ETF (collectively, the Funds), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mites Fund, The Teton Westwood Balanced Fund, and The TETON Westwood Equity Fund. The TETON Westwood Mighty Mites Fund is sub-advised by Gabelli Funds, and their holdings are included in this filing.
Keeley-Teton, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Convertible Securities Fund and their holding are included in this filing.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
CIBL is a holding company with interest in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, co-Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of MGH and indirectly of Teton Advisors and Keeley-Teton Advisors.
|
| (d) | Not applicable. |
| (e) | Not applicable. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Reporting Persons used an aggregate of approximately $1,656,713 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $650,942 and $568,360, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GCIA used approximately $437,411 of client funds to purchase the additional Securities reported by it. |
| Item 4. | Purpose of Transaction |
| | The Issuer maintains a dual-class capital structure. As of September 30, 2025, the Issuer had 76,869,408 shares of Class A Common Stock outstanding and 11,932,722 shares of Common Voting Stock outstanding.
Holders of Class A Common Stock are entitled to elect the greater of three directors or one-third of the directors of the Issuer but are not entitled to vote on any other matters except as required by Ohio law. Holders of Common Voting Stock are entitled to elect the remaining directors and to vote on all other matters submitted to a vote of shareholders.
The Reporting Persons beneficially own approximately 4.3 million shares of the Issuer's Class A Common Stock, representing approximately 5.70% of the Issuer's Class A Common Stock.
In 2018, GAMCO nominated three individuals for election to the Issuer's Board of Directors. These nominees were not elected at the Issuer's 2018 annual meeting. The Issuer's adjusted closing Class A stock price (accounting for subsequent corporate actions) on the date of the 2018 annual meeting was approximately $9.31.
GAMCO, on behalf of its clients, is again evaluating potential actions to assist shareholders in assessing value and reviewing opportunities to enhance shareholder value. Accordingly, in light of the February 4, 2026 deadline for the submission of director nominations, GAMCO is re-examining the individuals it previously nominated.
GAMCO is currently evaluating all options available to it but has not made any determination or commitment to proceed with director nominations.
No offer or proposal has been made, no negotiations are underway, and no agreement exists between the Reporting Persons and any other person with respect to the Issuer.
|
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number of Securities to which this Schedule 13D relates is 4,383,703 shares, representing 5.70% of the 76,869,408 shares outstanding as reported by the Issuer in its most recently filed Form 10-Q for the quarterly period ended September 30, 2025. The Reporting Persons beneficially own those Securities as follows: GAMCO 2,621,187 shares 3.41%, Gabelli Funds 1,315,016 shares 1.71%, GCIA 217,250 shares 0.28%, GBL 1,600 shares 0.00%, MJG Associates 14,500 shares 0.02%, Mario Gabelli 7,500 shares 0.01%, AC 1,650 shares 0.00% and Teton Advisors 205,000 shares 0.27%. |
| (b) |
Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 50,400 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons. |
| (c) | Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth below:
DATE SHARES PURCHASED PRICE
/SOLD
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
GABELLI ASSOCIATES FUND II
1/28/2026 400 3.3396
1/27/2026 400 3.3695
1/23/2026 650 3.4400
1/21/2026 300 3.3928
1/20/2026 400 3.5195
1/14/2026 1,000 3.6281
1/12/2026 350 3.6400
1/9/2026 500 3.6246
1/7/2026 1,050 3.6660
1/6/2026 5,450 3.8971
GABELLI ASSOCIATES FUND
1/28/2026 1,250 3.3396
1/27/2026 1,200 3.3695
1/23/2026 1,850 3.4400
1/21/2026 900 3.3928
1/20/2026 1,250 3.5195
1/14/2026 3,000 3.6281
1/12/2026 950 3.6400
1/9/2026 1,450 3.6246
1/7/2026 3,250 3.6660
1/6/2026 16,150 3.8971
GABELLI ASSOCIATES LIMITED II E
1/28/2026 750 3.3396
1/27/2026 750 3.3695
1/23/2026 600 3.4400
1/21/2026 550 3.3928
1/20/2026 800 3.5195
1/14/2026 1,900 3.6281
1/12/2026 600 3.6400
1/9/2026 950 3.6246
1/7/2026 2,000 3.6660
1/6/2026 10,250 3.8971
GABELLI ASSOCIATES LIMITED
1/28/2026 2,300 3.3396
1/27/2026 2,100 3.3695
1/23/2026 1,850 3.4400
1/21/2026 1,600 3.3928
1/20/2026 2,350 3.5195
1/14/2026 5,550 3.6281
1/12/2026 1,800 3.6400
1/9/2026 2,750 3.6246
1/7/2026 5,950 3.6660
1/6/2026 30,000 3.8971
GABELLI FUNDS, LLC
COMSTOCK CAPITAL VALUE FUND
1/23/2026 500 3.4400
1/14/2026 500 3.6281
1/7/2026 500 3.6660
1/6/2026 500 3.8971
GABELLI MERCHANT PARTNERS PLC
1/28/2026 350 3.3396
1/27/2026 350 3.3695
1/23/2026 500 3.4400
1/21/2026 250 3.3928
1/20/2026 350 3.5195
1/14/2026 850 3.6281
1/12/2026 250 3.6400
1/9/2026 450 3.6246
1/7/2026 850 3.6660
1/6/2026 4,550 3.8971
GAMCO MERGER ARBITRAGE UCITS
1/28/2026 4,950 3.3396
1/27/2026 5,200 3.3695
1/23/2026 9,050 3.4400
1/21/2026 3,118 3.3928
1/20/2026 4,850 3.5195
1/14/2026 11,966 3.6281
1/12/2026 6,050 3.6400
1/9/2026 6,386 3.6246
1/7/2026 11,400 3.6660
1/6/2026 57,100 3.8971
GDL FUND
1/9/2026 10,000 3.6398
1/6/2026 2,675 3.9600
GABELLI MULTIMEDIA TRUST
1/9/2026 5,000 3.6600
GABELLI GLOBAL RISING INCOME AND DIVIDEND FUND
1/22/2026 5,000 3.4800
GAMCO ASSET MANAGEMENT INC.
1/30/2026 8,000 3.4147
1/29/2026 500 3.3470
1/29/2026 10,000 3.3800
1/28/2026 40,000 3.4587
1/23/2026 15,000 3.4200
1/23/2026 6,000 3.4365
1/23/2026 2,000 3.4400
1/21/2026 -4,000 3.3903
1/12/2026 9,196 3.6200
1/9/2026 804 3.6200
1/8/2026 12,000 3.6433
1/7/2026 10,000 3.7500
1/7/2026 42,048 3.8074
1/6/2026 8,000 3.8759
1/6/2026 1,000 3.8775
1/6/2026 5,000 3.8800
1/6/2026 13,500 3.9087
|
| (d) | The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities. |
| (e) | Not applicable. |