Table of Contents

THE E.W. SCRIPPS COMPANY

312 Walnut Street

Cincinnati, Ohio 45202

PROXY STATEMENT

2026 Annual Meeting

May 4, 2026

This Proxy Statement is being furnished in connection with the solicitation of proxies by the board of directors (the "Board") of The E.W. Scripps Company, an Ohio corporation (the “Company”), for use at the Company’s Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Monday, May 4, 2026, at the Scripps Center, 312 Walnut Street, 10th Floor Conference Room, Cincinnati, Ohio at 4:00 PM Eastern Time.

The close of business on March 10, 2026, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting (the "Record Date").

Internet Availability of Proxy Materials

We are furnishing proxy materials to our shareholders primarily via the Internet under rules adopted by the U.S. Securities and Exchange Commission, instead of mailing printed copies of those materials to each shareholder. On or about March 20, 2026, we mailed to our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report to Shareholders. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote via the Internet or by telephone.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. If you would prefer to continue to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Voting Procedures

On March 10, 2026, the Company had outstanding 77,096,119 Class A Common Shares, $0.01 par value per share (“Class A Common Shares”), and 11,932,722 Common Voting Shares, $0.01 par value per share (“Common Voting Shares”). Holders of Class A Common Shares are entitled to elect the greater of three or one-third of the directors of the Company but are not entitled to vote on any other matters except as required by Ohio law. Holders of Common Voting Shares are entitled to elect all remaining directors and to vote on all other matters requiring a vote of shareholders. Each Class A Common Share and Common Voting Share is entitled to one vote upon matters on which such class of shares is entitled to vote.

To have a quorum necessary to conduct business at the Annual Meeting, it is necessary to have shares that represent (in person or by proxy) the holders of (i) a majority of our Class A Common Shares outstanding on the Record Date, and (ii) a majority of our Common Voting Shares outstanding on the Record Date. Shares represented in person or by proxy (including shares that abstain or do not vote with respect to a particular proposal) will be counted for the purpose of determining whether a quorum exists at the Annual Meeting for that proposal. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

If you are a shareholder of record (i.e., you directly hold your shares through an account with our transfer agent, Computershare), you can vote your shares following the instructions in this Proxy Statement using one of the four methods described previously. If you are a beneficial owner (i.e., you indirectly hold your shares through a nominee such as a bank or broker), you can vote your shares following the instructions in this Proxy Statement using the methods provided by your nominee.

Solicitation of Proxies

The solicitation of proxies is made by, and on behalf of, the Board. The Company will pay the cost of the solicitation of proxies, including the cost of printing and mailing the notice of the Annual Meeting, the Proxy Statement and the accompanying proxy. In addition to the solicitation of proxies by mail, solicitation may be made by directors, officers and other employees of the Company by Internet (including by email, social media, the use of our investor relations website and other online channels of communication), telephone, facsimile and other electronic channels of communication, town hall meetings, personal interviews, press releases, and press interviews. Our directors, officers and regular employees may, without compensation other than their regular compensation and the reimbursement of expenses, solicit proxies by telephone or personal conversation. The Company has retained the services of Broadridge Financial Solutions, Inc. at an estimated cost of $9,500 to assist the Company in the solicitation of proxies from brokers, nominees, institutions and individuals.

Proposal 1 Election of Directors

(Item 1 on the Proxy Card)

A board of 12 directors is to be elected, three by the holders of Class A Common Shares voting separately as a class and nine by the holders of Common Voting Shares voting separately as a class. The nominating & governance committee recommended to the Board each of the nominees set forth on the following pages. In the election, the nominees receiving the greatest number of votes will be elected. Directors are elected by the shareholders for terms of one year and hold office until their successors are elected and qualify. Each of the director nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected.

Each proxy for Class A Common Shares executed and returned by a holder of such shares will be voted for the election of the three directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Each proxy for Common Voting Shares executed and returned by a holder of such shares will be voted for the election of the nine directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Although the Board does not contemplate that any of the nominees hereinafter named will be unavailable for election, in the event that any such nominee is unable to serve, the proxies will be voted for the remaining nominees and for such other person(s), if any, as the Board may nominate.

Report on the Nominees for Election to the Board of Directors

The following table sets forth certain information as to each of the nominees for election to the Board.

Nominees for Election by Holders of Class A Common Shares

* Age reflected as of March 20, 2026.

Nominee Qualifications

In February 2026, the Board voted to increase the size of the Board from 11 to 12 directors effective as of the date of the annual meeting. The Board determined that this expansion was appropriate to add a nominee whose qualifications and connection to the Scripps family's institutional knowledge further strengthen the Board's depth. The nominees for the Board consist of 12 individuals who we believe are well-qualified to serve on the Board and represent our shareholders' best interests. The nominating & governance committee selects nominees with a view to establishing a Board that is comprised of members who collectively:

To complement the overall board qualifications listed above, we also look for specific skills that we feel support a well-rounded and experienced board. Below outlines our director nominees’ skillset:

Board Refreshment

We believe the Company benefits when there is a mix of experienced directors with a deep understanding of our businesses and others who bring a fresh perspective. The Board remains committed to Board refreshment and to seeking out highly qualified candidates, as well as candidates with a variety of backgrounds, skills and experiences. Our average Board tenure is 7.7 years, and we believe there is a balanced mix of experience within that average. We have 8 new directors who have been elected since 2018.

Report on the Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to persons known to management to be the beneficial owners, as of January 31, 2026, unless indicated otherwise in the footnotes below, of more than 5 percent of the Company’s outstanding Class A Common Shares or Common Voting Shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them. The percentages shown in the table are based on 77,096,119 Class A Common Shares and 11,932,722 Common Voting Shares outstanding as of January 31, 2026, unless indicated otherwise in the footnotes below.

Report on the Security Ownership of Management

The following information is set forth with respect to the Company’s Class A Common Shares and Common Voting Shares beneficially owned as of January 31, 2026, by each director and each nominee for election as a director of the Company, by each named executive officer, and by all directors and executive officers of the Company as a group. As of January 31, 2026, there were 77,096,119 Class A Common Shares outstanding and 11,932,722 Common Voting Shares outstanding. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them.

* Shares owned represent less than 1 percent of the outstanding shares of such class of stock.

Prohibition of Hedging and Pledging

Directors, officers and key employees are prohibited from engaging in any hedging or pledging transactions with our Class A Common Shares.

Report on the Board of Directors and its Committees

2025 Board Meetings

During 2025, the Board held four regularly scheduled meetings and three special meetings. All directors attended all regular and special meetings of the Board and of the committees on which they served during 2025.

Executive Sessions of Directors

During 2025, executive sessions of non-management directors were held at each board meeting. The director who presided at these meetings was the Board Chair or another director selected by the Board at the time of such meeting.

Standing Committees and Committee Charters

The Company has standing executive, audit, compensation & talent management and nominating & governance committees. Each committee, other than the executive committee, is governed by its own committee charter, which outlines the committee’s mission, authority, responsibilities, composition, frequency of meetings, requirements for minutes, and how they report their findings to the Board. Charters are reviewed annually and updated, if necessary. The charter for each such standing committee is available for review on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

Committees of the Board of Directors

Executive Committee. Kim Williams (chair), Charles L. Barmonde, Kelly P. Conlin, John W. Hayden, and Adam P. Symson are the members of the executive committee. This committee may exercise all of the powers of the Board in the management of the business and affairs of the Company between Board meetings except the power to fill vacancies on the Board or its committees. The executive committee meets only as necessary. During 2025, the executive committee met one time.

Audit Committee. Kim Williams (chair), John W. Hayden and Nishat A. Mehta are the members of the audit committee. The purpose of the committee is to assist the Board in fulfilling its oversight responsibility relating to (1) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (2) the performance of the internal audit services function; (3) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence, performance and fees; (4) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; (5) the review of the Company’s enterprise risk issues including, but not limited to, financial, cybersecurity, information technology, data privacy, legal and business continuity; (6) the review the Company’s risk related to sustainability issues and financial sustainability-related disclosures; (7) the oversight of the significant financial matters of the Company, including tax policies, planning and compliance and treasury policies and (8) the fulfillment of all other responsibilities as outlined in its charter. The internal and independent auditors have unrestricted access to the audit committee. The committee meets privately with each of the independent auditors, the internal auditors and management. During 2025, the audit committee held five meetings.

Compensation & Talent Management Committee. Kelly P. Conlin (chair), Marcellus W. Alexander, Jr., Charles L. Barmonde and Burton F. Jablin are the members of the compensation & talent management committee. The committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers and talent management strategies of the larger employee population. The committee reviews and approves the Company’s compensation principles that apply generally to Company employees. It also reviews and approves the Company’s goals and objectives relevant to compensation of the chief executive officer and executive officers (“senior

executives”) and evaluates their performance in light of those goals and objectives. Annually, the compensation & talent management committee conducts a performance review of the chief executive officer, the results of which are shared with the entire Board. With respect to senior executives, the committee reviews and approves a peer group of companies against which it compares the Company’s compensation programs and practices for senior executives and directors, and the chief executive officer makes recommendations to the committee regarding the compensation elements of his direct reports in light of their goals and objectives. The committee reviews all of the components of the chief executive officer’s and the senior executives’ compensation, including goals and objectives, employment arrangements, severance arrangements and plans, incentive plans, employee benefit plans, perquisite arrangements, the Incentive Compensation Recoupment Policy (“claw-back policy”) and stock ownership guidelines. The committee has the authority to administer the cash-based incentive plans, severance arrangements and plans and change in control arrangements and plans covering the chief executive officer and senior executives. The committee is also responsible for reviewing the result of any shareholder advisory vote regarding the compensation of the Company’s named executive officers and making recommendations to the Board on how to respond to those votes as well as recommending to the Board whether to hold the shareholder advisory vote every one, two or three years. The committee oversees the annual review of the Company’s compensation policies and practices for all employees, including non-senior executives, to determine whether they create financial risks. The committee receives quarterly updates from the Company related to human capital management strategies, policies and required disclosures. The committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the committee, or to one or more other directors, in each case as it deems appropriate, other than in connection with any power or authority required by law, regulation or listing standard to be exercised by the committee as a whole.

With respect to any funded employee benefit plans covering employees of the Company subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, the committee has the definitive authority to appoint and terminate the named fiduciary or named fiduciaries of such plan(s). The committee reviews succession planning relating to positions held by senior officers of the Company and reviews director compensation and makes recommendations with respect thereto to the Board. The committee is also responsible for producing an annual report for inclusion in the Company’s proxy statement and reviewing and approving the Compensation Discussion and Analysis and related compensation disclosures included in the Company’s proxy statement. The committee has the authority to engage outside consultants to assist in determining appropriate compensation levels for the chief executive officer, other senior executives and directors. Since 2021, the committee has retained Korn Ferry to assist it in developing and reviewing our executive and director compensation strategy and programs. During 2025, the compensation & talent management committee held four meetings.

Nominating & Governance Committee. John W. Hayden (chair), Raymundo H. Granado, Jr., Monica O. Holcomb, Leigh B. Radford, and Kim Williams are the members of the nominating & governance committee. The purpose of the committee is (1) to assist the Board by identifying individuals qualified to become Board members and to recommend director nominees to the Board and to the signatories to the Scripps Family agreement; (2) to recommend to the Board corporate governance principles that might be applicable to the Company; (3) to lead the Board and its committees in the annual review of the Board and its committees’ performance; (4) to recommend to the Board nominees for each committee of the Board; (5) to review quarterly with the Chief Ethics Officer the status of complaints received; and (6) to oversee the Company’s overall strategy on sustainability initiatives, including evaluating the impact of the Company’s practices on the communities in which it operates and on the Company’s other constituencies and stakeholders. During 2025, the nominating & governance committee held four meetings.

Sustainability at Scripps

Our Approach To Sustainability

Scripps is building new business models that anticipate the evolving habits of American media consumers — accelerating new technologies and distribution paths to challenge assumptions and propel the industry toward a sustainable future.

Our core values of courage, compassion, curiosity and community aren’t just words on paper: They are central to the way we work, how we make decisions and the way we treat each other — and our business partners. We strive to create a workplace where all employees feel connected, valued and able to reach their full potential.

Our Sustainability Strategy

Together with those we serve, we’re imagining the future of media and creating it. And it is through our many communities — our employees, our audiences and advertisers, our investors — that we live out our vision of creating connection.

Through the Scripps Howard Fund and the 100-year-old Scripps National Spelling Bee, we are cultivating the next generation of storytellers and changemakers with the firm belief that information, and understanding how to interpret it, is key to unlocking and improving the world around them.

This report highlights our progress in the areas fundamental to our business. Our current sustainability initiatives, practices and objectives are identified as follows:

Sustainability Oversight

Our Board of Directors monitors our sustainability-related risks and opportunities while each of the committees of the Board oversees the sustainability initiatives relevant to it. Board committee charter language includes comprehensive sustainability-related responsibilities, and sustainability topics are discussed at board meetings on an as-needed basis, but at least annually. It is management’s responsibility to drive the sustainability program and ensure alignment with our mission, vision and strategy, while a steering committee and working group made up of leaders and key employees from various departments and business units participate in executing the sustainability strategy.

Sustainability Governance Structure

Journalistic Integrity and Sponsorship Identification

We at Scripps are passionate about the importance of journalism in our democracy — a Fourth Estate that reports on government power, holds authority figures and institutions accountable, and improves the lives of those we serve. We know that a dynamic news media is instrumental to a healthy nation that governs itself through transparency and civil discourse. This vision drives our internal priorities and our external partnerships and activities and provides a broad view of the stakeholders to whom we are responsible.

Scripps is guided by the principle of journalistic independence and continues to uphold its journalistic mission by executing content strategies that commit to the highest journalistic standards. The number of reporters that have been assigned to specific geographic areas and communities has increased, which allows reporters to develop expertise and more robust organic content by being immersed in those areas and communities. Specifically, reporters are actively listening to their communities and their concerns and telling stories that reflect those issues. To elevate the journalism and storytelling, Scripps has invested in extensive training of the Executive Reporters who directly work with reporters. Additionally, new training is underway for Executive Producers who are integral in the development and presentation of daily content. New strategies are being developed and deployed to publish our quality journalism on multiple platforms to better serve all audiences.

Journalistic Standards and Ethics

Scripps is dedicated to our role  in American democracy. Our national and local news outlets strive to provide news and information that is balanced and nonpartisan. We believe American audiences need news that is facts-based and accurate as they try to navigate their lives and participate in society. Our reporting plays a crucial role in holding the powerful accountable, keeping governments honest and giving voice to those who are less empowered, leading to meaningful change at the local, state and national levels. In our local markets, we own more than 60 stations across the country that serve regional communities with critical information about public service and local events, life-threatening weather or a reason to come together in celebration.

Since its founding in 1878, Scripps has been a journalism company. The obligation of our journalists and our journalism is to serve the public. We strive to earn and maintain the trust of the public and to be aggressive and fearless in our pursuit of the truth. Ethical decision-making should occur at every step along the journalistic process. Our Journalism Ethics Guidelines emphasize the consistent values, standards and processes we use to produce high-quality reporting and storytelling.

Our journalism ethics guidelines provide direction for journalists at Scripps.

The pillars of our journalism ethics guidelines are:

Championing Journalistic Standards and Ethics

Scripps commits time, talent and other resources to three key issues impacting the important role of journalism in our society.

Awards and Recognition

The National Association of Broadcasters awarded The E.W. Scripps Company with the 2025 “Service to America” award for its relief efforts following Hurricanes Helene and Milton. During 2025, Scripps newsrooms received five National Edward R. Murrow Awards: Scripps News, KSHB in Kansas City, WFTS in Tampa, KNXV in Phoenix and KBZK in Bozeman. Scripps News received a national news Emmy Award in the outstanding video journalism category for its documentary “In Real Life: A Hidden War” and also  received two New York Press Club Journalism Awards in the categories: documentary-national and continuing coverage-national. Scripps News also received a coveted 2025 IRE Award for its reporting on the limits of Maine gun laws. The investigation was also honored with a 2025 Alfred I. duPont-Columbia Award and received an honorable mention for a Gracie Award from the Alliance for Women in Media. In addition, Scripps News received three National Headliner Awards and two Deadline Club finalist nominations. Scripps received two Peabody Awards: WTVF, Nashville won for its 2024 investigation, “Confronting Hate” and KNXV won for its video series, “Policing Phoenix.”  KNXV also received a first place National Headliner Award. WTVF also received a duPont-Columbia Award for its investigation “Confronting Hate.” The investigation was also named a finalist for a 2025 IRE Award. The National Association of Black Journalists (NABJ) recognized WTKR, Norfolk with a “Salute to Excellence” award

in the specialty category for a report on the rising rates of suicide among Black women. WXYZ also received a duPont-Columbia Award for its two-year investigation "Shielded."

Sponsorship Identification

We have a Paid Content Policy that defines what paid content is, where it is acceptable and where it can be placed. We require our stations to comply with all Federal Communications Commission (FCC) regulations, including, but not limited to, its regulations regarding sponsorship identification. The Scripps Sponsorship Identification Rules ensure viewers know when advertisers are paying for content we air or publish on our websites. The rules clearly define what kinds of programming require sponsor identification and what the sponsorship identification must include. Transparency is crucial to complying with legal regulations and ethical standards and demonstrating that we value the trust of our audience.

Responsibilities to Audiences & Community Impact

Scripps takes pride in serving the communities where we live and work. We uphold our responsibility to our audiences through reliable news coverage that keeps our viewers informed. In our local media markets, we connect with our communities through social service projects, facilitate, sponsor and emcee important local events, and shine light on pressing local issues.

Our local television stations serve a critical public-service role in keeping viewers informed during natural disasters and host telethons and other fundraising efforts to help those affected. In addition to public safety, our stations serve a key public watchdog role. They investigate wrongdoing in the government and business sectors, bring to light malfeasance and drive positive community change. Our stations also spotlight those in need, often leading to community support for those individuals or groups.

Through our approach to journalism and community involvement, we seek to serve our audiences with integrity and build a legacy of meaningful impact.

Media Pluralism

We have a responsibility to represent all who live in our communities. Being fair in our coverage means understanding our audiences. To that end, Scripps requires extensive training for its local and national newsroom employees on understanding their implicit biases, researching viewpoints of key racial and demographic groups, and reporting stories that are balanced by seeking out and reflecting a wide range of voices.

Over the past few years, the Local Media division has been focused on taking feedback from the company's extensive audience research studies and applying them to local newsrooms. Our research indicated that the neighborhoods we were covering did not resemble the places where our viewers live, work and play. Our vision of We Create Connection, and that ethos, is at the core of our Local Media division's latest update to its news content strategy. The strategy provides a structure for local stations to reach more communities in our individual markets through geographic beats and providing a mechanism to ensure that many voices are included in daily coverage. Our local newsrooms and individual reporters are tasked with creating community advisory boards and listening sessions to hear firsthand the positive and negative issues that people are facing and create a vehicle to address those with our journalism.

As a result, our local stations are focusing more on stories about solving problems rather than just documenting them, rethinking how to present crime coverage by including depth and context and ensuring the community has a voice in the stories we tell.

Scripps also completed a company-wide News Initiative focused on building a better system for local reporters that is rooted deeper into local communities. Through this initiative, the company added 135 reporters across our local stations, focused on a broader reach in the communities we serve.

Digital Accessibility

Our newly established Direct to Consumer sports apps in Las Vegas, South Florida and Tampa Bay have prioritized and provided SAP audio in Spanish. In addition, we have invested in AI dubbing of news content to Spanish for our Spanish

speaking news audiences. Lastly, we have a strong and consistent presence of close captioning across all content distributed on connected TVs.

Community Impact

For six decades, our community engagement and philanthropy efforts have exemplified the Scripps mission of doing well by doing good, serving millions of people across the U.S.

Philanthropy and Volunteerism

Scripps gives back to many organizations in its corporate hometown of Cincinnati and in markets across the country where it does business. Scripps employees are connecting to their local communities by reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes.

The Scripps Howard Fund, a public charity established by Scripps, is dedicated to creating informed and engaged communities through journalism education, childhood literacy and local causes. At the crossroads of the classroom and the newsroom, the Fund is a leader in supporting journalism through award-winning journalism education programs; scholarships, internships and fellowships; and support of First Amendment causes.

Supporting Social Issues Through Our National Platforms

Scripps hosts marquee national events in the Scripps National Spelling Bee and the Scripps Howard Awards. These events bring our commitment to social responsibility to life by addressing, respectively, education and journalism excellence.

Connecting Communities Through Scripps Sports

Sports creates significant connection within the communities we serve. With our acquisition of ION Media in 2021 and launch of Scripps Sports in 2022, we are making it easier for communities to access sports content and providing viewers an opportunity to come together. Scripps Sports moves sports content back to an over-the-air (OTA) broadcast model, which increases viewer access to local sports. This has led to businesses getting involved and providing more sponsorships for teams. We are also committed to covering women’s sports and making content more easily accessible. Scripps Sports has secured partnerships with the following:

Employee Experience

Our people are central to our ability to serve audiences, execute our strategy, and sustain long-term performance in a rapidly evolving media environment. We focus on building a high-performing organization by attracting, developing, and retaining future-ready talent with the skills, leadership, and adaptability required. Through continuous learning, thoughtful integration of technology and artificial intelligence ("AI"), and strong governance, we seek to support our workforce, enhance how work gets done, and align our human capital strategy with long-term shareholder value.

Employee Engagement, Training and Development

Human capital management increasingly is considered a significant driver of value and success for Scripps and many other companies. We strive to hire the best, to spark our employees’ passion for the job and then to nourish their careers with tools that will help them learn and excel.

Employee Communication

We strongly believe success depends on employees understanding how their work contributes to the company’s overall strategy. To that end, we communicate with our workforce through a variety of channels and encourage open and direct communication. This includes:

Our industry continues to go through an unprecedented time of change, and we require a high-performing culture to keep up. It is a strategic priority for us. We believe that candid feedback from employees can help us better understand our culture and where we can make improvements. To assist with gathering feedback, last year we introduced Scripps Voice, an ongoing listening program, across the Company. The program consists of bi-weekly, five-question surveys with immediate access to results for managers. It is designed to be most effective at the team level, understanding that widespread positive and sustainable culture begins at the team level.

This program has given agency to our people leaders, from our CEO down to our front-line leaders by putting team data, AI driven insights and planning tools directly into their hands to enact quick, data driven decisions for their teams and organizations. As we approach the one year mark of launching this program to the organization, we’re excited to see the positive momentum that Scripps Voice has had across the organization. It has quickly become a bedrock component of our culture at Scripps and will continue to be a critical feedback mechanism to connect to our employees.

Learning and Development

At Scripps, we recognize that our employees are the foundations of our success. To support their growth and align with the evolving needs of our business, we have prioritized offering flexible, impactful learning and development opportunities. Our programs empower employees at all levels - whether they are new to their roles, aspiring leaders, or seasoned professionals - to develop the skills needed for both current and future success.

We are committed to fostering a culture of continuous learning. In 2025, employees completed training courses tailored to specific roles and skill sets. Our approach ensures that training adapts to the demands of the business, with a focus on building competencies critical to future success. Employees can also update their skills, interests, and experiences in our career development platform, enabling us to align opportunities with their aspirations and encourage self-driven career exploration.

In 2025, Scripps launched an enterprise AI platform designed to support both organization-wide capability building and function-specific skill development. The platform is paired with enterprise training to establish baseline AI literacy, along with role-based coaching agents that provide employees and leaders with timely guidance to support performance, learning, and decision-making within defined guardrails.

Early adoption and sustained engagement with our AI platform reflect strong employee interest in practical, responsible uses of AI to support their work. These results are the product of a deliberate partnership between Human Resources, Technology, and business leaders, reinforcing our belief that successful AI adoption is driven as much by culture and change management as by technology itself.

Visible executive sponsorship, consistent communication, and a clear articulation of the “why” behind AI have created a structured environment for experimentation, enabling employees to contribute to how AI is applied in their roles. This work reinforces a learning culture where employees are encouraged to build new skills as roles and technologies evolve.

Our approach emphasizes responsible AI use, with governance and oversight integrated into platform design and deployment. As the platform evolves, it supports Scripps’ broader efforts to build future-ready capabilities, reclaim time for higher-impact work, and adapt to ongoing industry change, aligning human capital and technology investments in service of long-term business objectives.

Our leadership programs are designed to cultivate effective leaders at every level, from first-time managers to future executives. These programs emphasize continuous learning through flexible formats, including self-paced modules, cohort-based learning, and live workshops. Participants gain critical skills such as effective communication, team management, and strategic thinking, reinforced through experiential opportunities like coaching and mentorship. By investing in leadership development, we foster stronger team performance, increased employee engagement, and a robust pipeline of future leaders.

To keep pace with rapidly evolving technology, we provide targeted training for employees in key areas such as journalism and sales. These initiatives combine hands-on learning, mentorship, and on-demand resources to enhance job-specific skills. From storytelling and investigative journalism to strategic marketing and client engagement, our training programs are tailored to meet various learning preferences, ensuring employees can grow at their own pace while staying aligned with industry advancements.

We offer employees access to an extensive library of on-demand learning resources, including certificates, short courses, and quick task-oriented videos. Each quarter, employees spend an average of three hours engaging with these flexible tools, covering topics from project management to artificial intelligence. Programs like Grow with Google and our internal Career Hub empower employees to develop new skills and explore opportunities to advance their careers.

As we look to the future, we are dedicated to addressing emerging skill needs through initiatives such as company-wide skills gap analyses and tailored training programs.

By investing in our people, we equip them to thrive in a dynamic environment while driving the innovation and excellence that define Scripps.

Labor Practices and Employee Well-Being

We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits. Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity. We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role. In addition, for executives and certain employees, we provide share-based compensation to foster our merit-based culture; align our business leaders’ interests with those of our shareholders; and attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees with access to flexible and convenient health and welfare programs intended to meet their needs and the needs of their families. We offer a voluntary Employee Stock Purchase Plan (ESPP) whereby employees can elect to purchase company stock through payroll deductions at a discounted price. Additionally, we offer a 401(k) Defined Contribution Plan to all regular employees and an Executive Deferred Compensation Plan to certain senior-level employees.

At Scripps, the health and well-being of our employees and their families is important to us. This is why we offer a comprehensive benefits package known as the Scripps Choice Plan, which is designed to meet the needs of our workforce.

Employee Giving and Volunteering

Scripps offers a paid volunteer time-off program to encourage eligible employees to actively participate in their communities by volunteering their time, talents and resources. Volunteerism helps to build employee morale and skills, encourages teamwork, promotes loyalty and job satisfaction, and helps improve the communities in which we live and work.

Social Impact

Our senior leadership team collaborates with business and human resource leaders to develop and implement objectives and initiatives that are focused on our workforce (creating spaces where all are included, engaged, and able to grow), workplace (brainstorming and co-creating the way we work – our policies, practices, and daily habits-so that learning, helping each other, sharing ideas, and belonging are just part of how we get things done, and community (connecting what we do at work with how we give back). At its core, this work is about creating an environment where every employee feels empowered to contribute, connect, and grow in ways that are both personally fulfilling and impactful to our collective success.

Employee Resource Groups

Our Employee Resource Groups (ERGs) provide a space for employees with similar interests to connect with their peers and with leaders and are available to all Scripps employees. ERGs unite employees with mutual interests or life experiences and those who support them to build a sustain networks, foster belonging and encourage professional growth and business contribution. ERGs reinforce our shared purpose and elevate our ability to develop, include and engage our employees while providing additional corporate resources for driving positive change in business results.

Compliance, Professional Integrity & Ethics

We are committed to operating with high ethical standards, consistent with our employee Code of Conduct (“Code”). The Code outlines the expected business conduct for all employees. The Code was significantly updated in 2022 and is revised and updated annually. Our chief ethics officer is responsible for the implementation and oversight of the Code, monitors the ethics hotline, investigates ethics concerns and reports to the Board’s Nominating & Governance Committee on related quarterly activity.

In addition to the Code, we have created guidance addressing employee conduct. Those policies and guidelines include:

We have a separate Code of Business Conduct and Ethics in place for the chief executive officer and the senior financial and accounting officers, which provides more specific guidance and requirements in line with their responsibilities. Members of the Board's Nominating & Governance Committee, the chief ethics officer and the chief financial officer make sure this policy is operative and has effective reporting and enforcement mechanisms.

Ethics and Compliance Training

We believe we have an obligation to provide employees with the information needed to ensure that lawful and ethical choices are made at work. To support this commitment, we provide an online learning module annually to all employees to ensure that they understand the concepts articulated in the Code and the importance the company places on ethical behavior and compliance with the law. We also provide quarterly training modules to employees relevant to their roles and levels within the company and training related to the key business risks Scripps faces.

Whistleblower Procedures

We have established several ways for employees to raise workplace concerns. On a quarterly basis, employees are reminded on our company intranet site how to raise those concerns. Specifically, to submit a report, employees are encouraged to contact a manager or the chief ethics officer. Employees also can submit a concern anonymously, either through a company-monitored toll-free number or through a third-party vendor. The third party operates its own toll-free number, which is accessible 24 hours a day, seven days a week. Employees may also raise concerns or submit a report online.

In all of our communications regarding the ways to raise a workplace concern, we emphasize that retaliation goes against everything we believe in as a company and is a serious violation of our Code. We do not tolerate retaliation against anyone who shares a concern in good faith, assists in an investigation or refuses to do something that violates our Code or policies.

Participating in Political Activities

As a journalism company, fairness, balance and the avoidance of conflicts of interest are embedded in everything we do. We encourage all employees to participate in the political process; however, our journalists and company leaders must take steps to ensure that their activity does not compromise our integrity or our reputation. The Code of Conduct and Journalism Code of Ethics provide guidance on participation in political activities.

Three key imperatives related to involvement in political activities are outlined in our journalism ethics guidelines:

In addition to these imperatives, to maintain objectivity in the newsroom, all employees with any responsibility for reporting or editing news-related content are required to refrain from partisan political activity of any kind.

Artificial Intelligence

We continually evaluate the use of artificial intelligence (AI) in our business processes. In recent years, the use of AI has come under increased scrutiny. This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and accuracy of the information produced. To ensure that our use of AI is ethical, legal and appropriate, we formed a governance committee

to provide guidance around the use of AI. The committee meets regularly to assess the appropriate uses of AI in all our business practices including with our journalism and throughout the enterprise. As it specifically relates to journalism and news gathering, the committee has published a framework for determining acceptable use. The framework is based on considerations such as public trust, accuracy and credibility; and legal compliance. Any use of AI to support news gathering and production requires approval.

Cybersecurity and Privacy

Protecting our systems and data from cyber threats is important for ensuring the continuity of operations and maintaining the trust of our customers and stakeholders. Scripps is committed to the transparent and ethical use of personal data in its care and complying with applicable privacy-related regulations.

Cybersecurity Program

Scripps is committed to having a strong cybersecurity program and employs a chief information security officer (CISO) to oversee the cybersecurity leadership team. The team manages governance, risk and compliance, security operations, and identity and access management. Scripps routinely identifies and considers potential improvements to its cybersecurity program based on the threat landscape. Improvements may include adjustments to staffing, processes and acquisition of new technology. When such potential improvements are identified, the company weighs the costs and benefits of such improvements (including against other potential improvements) and, if selected, the improvements are added to a roadmap for possible implementation.

Scripps has implemented certain physical, administrative and technical controls to help secure its enterprise environment and products. Cybersecurity controls include, but are not limited to, the following measures:

Incident Response Plan

The Integrated Incident Response Program is reviewed at least annually to ensure alignment with any changes in notification laws, company structure and operations, service providers and the risk landscape. The Cyber Incident Response Plan includes materiality assessments in accordance with the new U.S. Securities and Exchange Commission (SEC) cybersecurity rules. Tabletop exercises are conducted periodically to assess readiness for plan execution.

Any actual or suspected security incident is reported to the CISO. Cyber security incidents are evaluated under the Integrated Incident Response Program and flow to the Enterprise Response Team according to clearly defined escalation criteria.

Oversight

Cybersecurity is a key risk included in risk management discussions on the Governance, Risk and Compliance Committee, which meets quarterly before board meetings. The Board of Directors oversees cybersecurity and technology risks through the Audit Committee, which receives quarterly updates from the CISO. Intermittent updates are provided to the full Board for educational purposes or when special needs arise. Our Cyber Risk Management program is built on a close partnership between Cybersecurity, Privacy, Legal, and Audit - aligning expertise to proactively identify, assess, and mitigate evolving threats.

The CISO leads the Company's Cybersecurity organization, which oversees the Company's approach to identifying and managing cybersecurity and digital risk. The Company's current CISO has extensive technology and risk management experience in various industries and is qualified as a boardroom certified technology expert (QTE) by the Digital Directors Network. Our chief privacy officer oversees an enterprise-wide privacy program that includes annual training; a “privacy by design” ethos within development teams; privacy-specific contract reviews; and an enterprise-wide privacy platform to manage rights, requests and consent management.

Privacy

Scripps is committed to data governance and protection. We recognize the importance of safeguarding personal information in today's digital landscape. Our comprehensive Privacy Policy provides a clear definition of "personal data" and outlines where and how the policy applies. The policy details our methods for collecting and storing personal data, explains users' rights and addresses privacy-related matters. We maintain transparency by keeping our Privacy Policy updated and making it available across all relevant digital platforms.

Employee Training Programs

We launch separate, annual web-based learning modules on cybersecurity, privacy and various security topics such as phishing, password hygiene and data governance to all employees. The annual security awareness training is reinforced through regular phishing simulations across the enterprise to provide employees with practical exposure to phishing campaigns. Employees who fail phishing simulations must complete additional training.

Greenhouse Gas Emissions ("GHG")

We are dedicated to environmental sustainability, and we are making strides to better understand and mitigate the environmental impact of our operations.

Climate

Impacts of Climate Change

Scripps recognizes climate change is a global issue with far-reaching consequences.

Through our reporting, we aim to provide our audiences with the information they need to stay safe as their communities experience the impacts of climate change. We also recognize our responsibility to provide our audiences with a comprehensive and nuanced understanding of this complex, critical issue while fostering transparency and balancing different perspectives. As the impacts of climate change continue to expand in frequency and severity, our local news coverage will be paramount in safeguarding the communities we serve. 

Through our risk management and business continuity efforts, we aim to ensure the safety of our employees and services

to our viewers when faced with climate events and recognize how physical and transitional climate risks may impact our business.

GHG Management

Since 2022, we have engaged a third-party consultant to help us identify and calculate our annual Scope 1 and Scope 2 carbon emissions. We continue to strive for more detailed and improved data quality. Since beginning this process, we have streamlined our data collection system to more accurately capture usage numbers associated with electricity and natural gas across many of our locations. We have also taken strides to ensure that our reporting boundaries reflect all facilities within our operational control and spot potential gap areas. These efforts have greatly decreased our reliance on estimates and improved the traceability of our data over the last few years.

Our results this year suggest that our emissions primarily come from electricity associated with our broadcast towers and studios. This is followed by fuel used for our news gathering vehicles.

Energy and Transportation Management

We have established several initiatives to reduce our existing GHG footprint and to find energy efficiencies.

Energy Management in Our Facilities

As we renovate our local stations and capital projects arise, we have been working to transition to LED lighting in both workspace and studio operations, which in turn leads to reduced studio cooling requirements. The Scripps Corporate headquarters in Cincinnati, Ohio and our new KMGH station building in Denver, Colorado, as well as several other offices, completed transitioning to LED lighting in 2024. Additionally, new construction projects, including our new WPTV facility in Palm Beach Gardens, going on-line in early 2026, will make use of LED lighting almost exclusively.

We are also in the process of phasing out older equipment for newer, more efficient options. We have continued to replace less efficient, older station transmitters across Local Media. In addition, all Scripps Networks transmitters are now solid-state, energy-efficient transmitters. This effort results in lower power consumption and better reliability when we deliver critical news and information. As we replace older tower lighting systems, which often use incandescent lamps, they are being converted to LED lighting as part of our standard upgrade of lighting operations. We use cloud services for most of our data centers, which are more energy efficient than traditional on-site data centers. Furthermore, we comply with U.S. Environmental Protection Agency (EPA) requirements for the operation and storage of our fuel tanks.

Waste Management

We run recycling programs at our office locations to reduce the amount of waste going to landfills. Our operations are directed to work with appropriate e-waste removal providers to recycle mobile devices, laptops and other electronic devices, ensuring both environmental and security-related responsible destruction/recycling. Due to outsourcing, we rarely purchase servers, and old equipment is generally traded back in or properly discarded as e-waste.

Corporate Governance

The Board is committed to good corporate governance, good business practices and transparency in financial reporting. The nominating & governance committee annually reviews the Company’s corporate governance principles, a copy of which is available on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

Board Leadership

Kim Williams has served as the independent chair of the Board since May 3, 2021. Ms. Williams had been the lead independent director from 2018 to 2021 and serves on the board of directors of one other public company.

Charitable Contributions

The Company has not made any charitable contributions, where the amount exceeded $1 million, or 2 percent of such charity’s consolidated gross revenues, to any charitable organization of which a director is an executive officer of the company.

Code of Conduct

The Company is committed to operating in accordance with its Code of Conduct, which is applicable to all employees. The Company’s Code of Conduct was updated significantly in the fourth quarter of 2022. The Company’s chief ethics officer is responsible for implementation and oversight of the Code of Conduct and the Company's ethics program, and reports to the nominating & governance committee on quarterly activity. Additionally, the Company has in place a Code of Business Conduct and Ethics for the Chief Executive Officer and the Senior Financial and Accounting Officers. It is the responsibility of the nominating & governance committee and the chief financial officer to make sure that this policy is operative and has effective reporting and enforcement mechanisms. The Ethics for the Chief Executive Officer and Senior Financial Officers is available for review on the Company’s website at www.scripps.com (click on "Investors" and then on “Corporate Governance”) and to any shareholder who requests a printed copy from the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

The Company believes it has an obligation to provide employees with the guidance and support needed to ensure that lawful and ethical choices are made at work. To support this commitment, the Company provides an online learning module annually to ensure that employees understand the concepts included in the Code of Conduct and the importance that the Company places on ethical behavior and compliance with the law. The Company also has established several ways for employees to raise concerns. To submit a report, employees are encouraged to contact a manager or the chief ethics officer. Employees also can submit a concern anonymously, either through a company-monitored toll-free number or through a third-party vendor, EthicsPoint. EthicsPoint operates its own toll-free number (888-397-4911), which is operational 24 hours a day, seven days a week. Employees may also raise questions online through the Internet (www.ethicspoint.com). Employees are encouraged to provide details related to their workplace concern, including the identities of those involved and the person(s) raising the concern. All concerns involving the Code of Conduct are investigated, including concerns involving accounting and auditing matters; antitrust activity; confidentiality and misappropriation; conflict of interest; discrimination or harassment; diverting of product or business activity; embezzlement; employee relations; falsification of contracts, reports or records; gifts or entertainment; improper supplier or contractor activity; leadership or management issues; securities law violations; sexual harassment; substance abuse; theft or unsafe working conditions.

Communications with Directors

Shareholders and other interested parties wishing to communicate with the Board may do so by addressing letters to the secretary of the Company at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

The Board has instructed the secretary to review all communications so received (via e-mail or regular mail), and to exercise the secretary's discretion not to forward to the directors correspondence that is not germane to the business affairs of the Company. Correspondence not forwarded will be retained for one year, and any director may request the secretary to forward any and all such communications to the directors.

Communications with Shareholders

During 2025, Scripps management held frequent meetings and conversations with public equity investors and leveraged financiers. We attended large Tech, Media & Telecom conferences hosted by large banks including Morgan Stanley, Wells Fargo, J.P. Morgan, Bank of America, Deutsche Bank and a number of smaller financial institutions. Five sell-side investment analysts cover the Company, publishing quarterly reports, hosting meetings and inviting management to their conferences. The Company is committed to regular and transparent investor communications and makes an effort to meet regularly with all of its top institutional investors as well as other media holders and credit analysts.

Director Attendance at Annual Meeting of Shareholders

All Board members attended the Company’s 2025 Annual Meeting of Shareholders, although the Company does not have a policy that requires attendance.

Director Onboarding and Education

Over half of our Board members have joined the Board in the last eight years. We have consistently updated our orientation policy in order to help new directors transition into their roles on the Board. Following their election or appointment, each new director meets with senior executives responsible for the Company's major business functions so that new directors may better understand the issues involved in all aspects of our business, as well as our governance practices and policies. Additional committee orientation for each new director is received regarding their specific assigned committee. This training allows the new director to learn more about the committee's responsibilities, policies and the matters that regularly come before the committee. The director orientation policy is reviewed by the nominating & governance committee annually.

Thereafter, directors are informed on a regular basis of various director educational programs offered by governance and director organizations, as well as industry conferences. The Company pays for the continuing education of its directors. During 2025, Board members attended numerous continuing education programs, including those sponsored by Deloitte, the National Association of Corporate Directors, Corporate Board Conference, and the National Association of Broadcasters.

Director Independence

The Board has determined that, with the exception of Adam P. Symson, current President and Chief Executive Officer, all of the directors and nominees for director are independent under the standards established by the Nasdaq. All of the members of the nominating & governance committee, audit committee and compensation & talent management committee are independent under such standards.

Director Independence — Audit Committee

The Board has determined that none of the current members of the audit committee has any relationship with the Company that could interfere with his or her exercise of independence from management and the Company. Each of the members satisfies the definitions of independence set forth in the rules promulgated the listing standards of the Nasdaq. The Board determined that each member of the committee meets the experience and expertise requirements of the Nasdaq and that Ms. Williams is an audit committee financial expert as defined in the Securities and Exchange Commission rules.

Director Service on Other Audit Committees

None of the Company’s directors currently serves on the audit committees of more than three public companies.

Director Independence — Controlled Company Status

Nasdaq requires listed companies to have a majority of independent directors on their boards and to ensure that their audit committee, compensation & talent management committee and nominating & governance committee are composed entirely of independent directors as well. A company that qualifies as a “controlled company” does not have to comply with these independence rules so long as it discloses to shareholders that the Company qualifies as a “controlled company” and that it is relying on this exemption in not having a majority of independent directors on the board of directors or not having audit, compensation & talent management and nominating & governance committees comprised entirely of independent directors. A “controlled company” is a listed company of which more than 50 percent of the voting power is held by an individual, a group, or another company. The Signatories to the Scripps Family Agreement hold a majority of the Company’s outstanding Common Voting Shares. As such, the Company qualifies as a “controlled company” and may rely on the Nasdaq exemption. The Company is not relying at present on that exemption.

Director Nominations

The nominating & governance committee will consider any candidate recommended by a shareholder of the Company, applying the committee’s criteria for selection of new directors. If a shareholder wishes to recommend a candidate, he or she should send the recommendation, with a description of the candidate’s qualifications, to: Chair, Nominating & Governance Committee, c/o Corporate Secretary, The E.W. Scripps Company, 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202 or at secretary@scripps.com. In the past, the committee has periodically hired an independent consultant to assist with the identification and evaluation of director nominees and may do so in the future.

Director Qualifications

When selecting director nominees, the nominating & governance committee considers requirements of applicable law and listing standards, as well as the director qualification standards highlighted in the Company’s corporate governance principles. The committee is responsible for reviewing with the Board the requisite skills and characteristics of Board candidates as well as the composition of the Board as a whole. A person considered for nomination to the Board must be a person of high integrity. Other factors considered are independence, age, broad discernment, skills, industry knowledge and experience in the context of the needs of the Board. The nominating & governance committee makes recommendations to the Board regarding the selection of director nominees.

For each of the nominees for election as a director at the Annual Meeting of Shareholders, the Board considered each of the factors highlighted in the preceding paragraph, and the nominees’ biographical information and work experience and determined that, if elected, the nominees would enable the Board as a whole to perform its duties in an efficient and effective manner. Among other things, all of the nominees bring integrity and good business judgment to Board discussions. More specifically, Mr. Alexander, Mr. Conlin, Mr. Jablin, Mr. Mehta, Ms. Radford, Mr. Symson, and Ms. Williams bring a working knowledge of the industry or have direct television or digital experience; Mr. Hayden is a retired public company chief executive officer; and Mr. Barmonde (Scripps family member), Mr. Granado (Scripps family member) and Ms. Holcomb (Scripps family member), and Ms. Ward, as a long-time employee and leader of Miramar Services, the financial services firm dedicated to managing portfolios of the Scripps family members, brings to the Board institutional knowledge and a thorough understanding of the Company's history and vision.

At their November 2025 meetings, the nominating & governance committee recommended, and the Board approved, an amendment to the Company's corporate governance principles regarding the Company's general retirement age for directors. The Company maintains a general retirement age for directors who are not signatories to the Scripps Family Agreement of age 75 as of the nomination date except as may be waived under extenuation circumstances with approval of the full Board.

Board and Committee Self-Assessments

Each year, the Board and the Board’s audit, nominating & governance and compensation & talent management committees conduct self-assessments to evaluate their effectiveness and to identify opportunities for improvement. This self-assessment may be conducted in the form of written or oral questionnaires administered by Board members, management or third parties. Directors respond to questions designed to elicit information to be used in improving Board and committee effectiveness. The self-assessment is designed to gather suggestions to improve Board effectiveness and solicit additional feedback on Board operations, composition, and priority agenda topics. This process also allows the Board to identify opportunities for Board succession and skills. The Chair also takes the opportunity to meet with each director separately to discuss the performance of the Board and to obtain advice on areas of improvement for the Board and committees.

Management and the Board then incorporate the feedback received in both the written assessments and the discussions throughout the year.

The Board periodically uses a third-party firm to conduct the evaluation process in order to bring in an outside perspective and may do so again in the future.

Risk Oversight — the Board’s Role

Risk oversight is a key responsibility of the Board, the fulfillment of which is of primary importance to the Company. Through its periodic review of the Company’s business strategies, the Board assesses management’s perception of and tolerance for risk and advises on the appropriate level of risk for the Company. The audit committee of the Board reviews and discusses the Company’s risk assessment and risk management policies with management on a quarterly basis. The Company’s governance, enterprise risk management and compliance (“GRC”) committee reports quarterly to the audit committee, and the committee’s written risk management report is included in the Board’s quarterly meeting materials. The GRC committee is chaired by the Company’s Chief Legal Officer, who reports directly to the audit committee on compliance matters, and its members are division leaders and heads of key functional areas such as finance, human resources and information technology.

The Company has implemented compliance risk assessment procedures designed to foster compliance with laws, regulations, company policies and company contracts. These procedures enable the Company to utilize a consistent approach in 1) identifying the most prominent compliance risks facing the Company, 2) developing mitigation strategies to address such risks and 3) facilitating reporting to relevant stakeholders.

Scripps is committed to having a strong cybersecurity program and employs a chief information security officer (CISO) to oversee the cybersecurity leadership team. The CISO leads the Company's Cybersecurity organization, which oversees the Company's approach to identifying and managing cybersecurity and digital risk. The Company's current CISO has extensive technology and risk management experience in various industries and is qualified as a boardroom certified technology expert (QTE) by the Digital Directors Network. The team manages governance, risk and compliance, security operations, and identity and access management. Scripps routinely identifies and considers potential improvements to its cybersecurity program based on the threat landscape. Improvements may include adjustments to staffing, processes and acquisition of new technology. When such potential improvements are identified, the company weighs the costs and benefits of such improvements (including against other potential improvements) and, if selected, the improvements are added to a roadmap for possible implementation.

Scripps has implemented certain physical, administrative and technical controls to help secure its enterprise environment and products. Cybersecurity controls include, but are not limited to, the following measures:

To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected our business, our business strategy, our results of operations or financial condition. In the event an attack or other intrusion were to be successful, we have a trained response team of internal and external resources that are prepared to respond.

Audit Committee Matters

Responsibilities

The audit committee is comprised solely of independent directors and, among other things, is responsible for the following reviews, approvals and processes:

In discharging its oversight responsibility as to the audit process, the audit committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2025, with the Company’s management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The audit committee also discussed with the Company’s internal auditor, and with Deloitte & Touche LLP, and its subsidiaries and affiliates (“Deloitte”), the Company’s independent registered public accounting firm for the year ended December 31, 2025, the overall scope and plan for their respective audits. The audit committee meets with the internal auditor and Deloitte, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Independence of the External Auditors

The audit committee has established a pre-approval policy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization from the audit committee subject to certain restrictions. The policy sets out the specific services pre-approved by the audit committee and the applicable limitations, while ensuring the independence of the independent auditors to audit the Company’s financial statements is not impaired.

Report of the Audit Committee of the Board of Directors

In connection with the financial statements for the fiscal year ended December 31, 2025, the audit committee has:

Based upon these reviews and discussions, the audit committee recommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

Compensation & Talent Management Committee Report

The Compensation & Talent Management Committee of the Company’s Board (collectively, the “Committee”) has submitted the following report for inclusion in this Proxy Statement:

Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

The following report is provided by the following directors, who constitute the Committee:

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the Company's compensation program for our named executive officers. The Company's named executive officers for 2025 were: