SSP 10-K & 10-Q changes, risk factors and insider trading

ION's broadcast stations are primarily carried by cable and satellite operators in their local television markets pursuant to the FCC’s “must carry” rules. Additionally, in certain of our markets, our national networks are carried by local television broadcasters and cable and satellite operators pursuant to negotiated carriage agreements. These contracts typically require us to make fixed fee payments and generally have three to five-year terms.

•If we cannot renew our FCC broadcast licenses, our broadcast operations will be impaired. Our business depends upon maintaining our broadcast licenses from the FCC, which has the authority to revoke licenses, not renew them, or renew them only with significant qualifications, including renewals for less than a full term. The FCC usually grants licenses for an eight-year term. The next round of renewals begins in 2028. We cannot assure that future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect operations. If the FCC fails to renew any of these licenses, it could prevent us from operating the affected stations. If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue potential.

To execute our strategic plan and maintain business continuity, we must attract and retain personnel with appropriate talent and skills. If we are unable to hire and retain employees capable of performing key functions in our business,functions, or if measures we take to respondaddress to a decrease indecreased labor availability proveare ineffective or haveresult in unintended negative consequences, our business could be adversely affected. Sustained labor shortages or increasedelevated turnover rates,turnover, whether causeddriven by general macroeconomic factorsconditions or industry-specific dynamics within our industry (including a shrinking pool of new talent interested in the media business), could leadincrease to increasedoperating costs, such as increasedincluding wage ratesand tobenefit attractexpenses, and retain employees, could negatively affect our revenuerevenue, and profits and could have an impact on ourprofitability, operations and business continuity.

Security breaches, malware or other “cyber attacks” could harm our business by disrupting delivery of services, jeopardizing our confidential information and that of our vendors and clients, and damaging our reputation. Our operations are routinely involved in receiving, storing, processing and transmitting sensitive information. Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our clients or vendors. In addition, the rapid global advancement of artificial intelligence and machine learning technologies may also heighten our risks by making cyber attacks more difficult to detect, contain and mitigate. These events, or our failure to employ new technologies, revise processes and invest in people to sustain our ability to defend against cyber threats, could create financial liability, regulatory sanction, or a loss of confidence in our ability to protect information, and adversely affect our revenue by causing the loss of current or potential clients.

Berkshire Hathaway Inc. (“Berkshire Hathaway”) provided $600 million of financing for the ION acquisition in exchange for Series A Preferred Shares of the Company. The preferred shares are redeemable at the option of Scripps beginning on January 7, 2026, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). Following Scripps' election to defer the first quarter 2024 dividend payment, theThe dividend rate on the preferred shares increased from 8% per annum tois 9% per annum and will continue at that rate for the remaining periods that the preferred shares are outstanding. As of December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million. Under the terms of the preferred shares, Scripps is subject to certain restrictions, including being prohibited from paying dividends on and purchasing its common shares until all preferred shares are redeemed. While the preferred shares are outstanding, we may also not issue any additional preferred shares or any shares of any other series of preferred without the consent of Berkshire Hathaway. These restrictions may limit our flexibility to pursue other strategic opportunities.

As of December 31, 2024,2025, we had approximately $2.6 billion in aggregate principal amount of outstanding indebtedness, approximately $818$392 million of which constituted senior unsecured debt, $523$1.3 millionbillion of which constituted senior secured debt and $1.3$619 billionmillion of which constituted the aggregate principal amount of term loans under our Credit Agreement. OurAlso termincluded loanin thatour hasoutstanding indebtedness was an outstandingaccounts balancereceivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of $721up millionto and$450 maturesmillion. inAs Mayof 2026December is31, our2025, earliestthe maturingamount outstanding debt.under Wethe securitization facility was $361 million. Additionally, we have the ability to incur up to $585$208 million of indebtedness under our Credit Agreement thatthrough currentlya revolving credit facility which matures onin JanuaryJuly 7, 2026,2027, all of which is secured indebtedness, effectively ranking senior to unsecured indebtedness to the extent of the value of the assets securing such indebtedness.

Our ability to service our significant financial obligations depends on our ability to generate significant cash flow. This is partially subject to general economic, financial, competitive, legislative, regulatory,regulatory and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs. We do not currently have the necessary cash on hand or projected future cash flows to fund the May 2026 debt maturity. To address our capital needs, we are in active discussions with funding sources to refinance portions of our outstanding debt. If we are not able to successfullygenerate sufficient cash flow to service our obligations, we may need to refinance or restructure our debt, we may need to sell assets, reduce or delay capital investments, or seek to raise alternative capital. Additional debt or equity financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all. Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on terms or at times favorable to us. If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. All of our local stations and national entertainment networks reach consumers over the air, and we have continued to expand our television networks and local brands on free streaming platforms. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

In January 2025, we announced the formation of a joint venture with Gray Media, Nexstar Media Group, Inc. and Sinclair, Inc. Leveraging broadcasters’ uniquely efficient network architecture and the ATSC 3.0 transmission standard, EdgeBeam Wireless, LLC will provide expansive, reliable and secure data delivery services. This partnership creates a spectrum footprint that no individual broadcaster could achieve on its own, unlocking the potential of ATSC 3.0 to offer nationwide coverage for data delivery to billions of potential devices on market-disrupting terms. We contributedhave committed to total cash considerationcontributions of $6.4$12.8 million for oura 25% ownership interest in the joint venture.venture, of which, $6.4 million was paid during 2025.

Preferred stock dividends declared and paid in 2023 totaled $48.0 million. We did not declare or provide payment for the preferred stock dividends in any of the 20242025 quarterly dividends. Following deferral of the first quarteror 2024 dividend,quarters. theThe 9% per annum dividend rate on the preferred sharesshares, increasedwhich fromcompounds 8% per annum to 9% per annum andquarterly, will continuebe incurred at that rate for the remaining periods F-3 that the preferred shares are outstanding. DeferralAt December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million and the redemption value of the preferred stock dividendtotaled payments$750 provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.million. Under the terms of Berkshire Hathaway'sthe preferred equity investment in Scripps,shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Operating revenues increaseddecreased $217$359 million or 9.5%14% in 20242025 compared to 2023,2024. drivenIn primarilythis bynon-election an increase inyear, political revenue ofdecreased $329$341 million. Distribution revenue decreased $25.9 million thatin was2025 partiallycompared offsetto by2024. aCore $114advertising revenue increased $2.3 million decrease in core2025 advertisingcompared revenue.to 2024.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses decreased $8.6$43.2 million or 1.4%7.1% in 20242025 compared to 2023,2024. Employee compensation costs decreased $20.9 million in 2025 compared to 2024, primarily attributed to savings achieved through our restructuring efforts. Additionally, professional and miscellaneous services at Local Media decreased $6.2 million in 2025 compared to 2024, primarily due to an absence of political sales F-4 activities in 2025 compared to 2024. The year-to-date decrease was also driven by lowera marketing$6.0 million decrease in advertising and promotionpromotions costs.costs and a $5.1 million decrease in our national sales commissions.

Restructuring costs totaled $33.5$9.8 million and $38.6$33.5 million in 20242025 and 2023,2024, respectively. Restructuring costs in 2025 included severance charges of $5.6 million and operating lease exit costs of $2.1 million. Remaining restructuring costs in 2025 included outside consulting fees associated with the strategic reorganization efforts. Restructuring costs in 2024 attributed to the reduction of Scripps News' national news programming included $11.0 million in severance charges and $3.2 million of programming losses. Restructuring costs incurred in 2024 also included $4.7 million of severance charges for certain executives that accepted voluntary retirement offers in the fourth quarter and $9.7 million in other severance charges associated with the strategic reorganization efforts. The 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network. Additionally, 2023 restructuring costs included employee severance related charges of $17.1 million, operating lease impairment charges of $1.3 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

Depreciation and amortization of intangible assets remaineddecreased relatively$4.4 flatmillion or 2.8% in 20242025 compared to 2023.2024.

On April 30, 2025, we completed the sale of our West Palm Beach television station building for cash consideration of $40.0 million and recognized a pre-tax gain from disposition of $31.4 million. On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $20.0 million and recognized a pre-tax gain from disposition of $19.2 million. The pre-tax gains from these transactions are included in the caption "Gains (losses), net on disposal of property and equipment" for 2025 and 2024.

Interest expense decreasedincreased $3.2$10.6 million or 1.5%5.1% in 20242025 compared to 20232024 primarily attributed to the $7.0 million of write-offs of deferred financing costs incurred duringas part of the thirdApril quarterand ofAugust 20232025 relateddebt totransactions thediscussed amendmentin ofNote our9. creditLong-Term facility.Debt.

On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. In the fourth quarter of 2024, we recorded a $15.0 million non-cash impairment loss for the write-off of our Misfits gaming investment balance. The gain and loss from these transactions are included in the "Miscellaneous, net" caption for 2024.

The effective income tax rate was 30%16% and 2.0%30% for 20242025 and 2023,2024, respectively. The comparability of our year-over-year effective tax rate was affected by an $855 million non-deductible expense related to the write-down of Scripps Networks goodwill in 2023. Differences between our effective income tax rate and the U.S. federal statutory rate are due to the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($2.6 million expense in 2025 and $3.2 million expense in 2024 and $1.5 million expense in 2023), state deferred rate changes ($0.9 million benefit in 2025 and $2.6 million benefit in 2024 and $2.5 million benefit in 2023) and state NOL valuation allowance changes.

For our operating segments, items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and areare, thereforetherefore, excluded from the measure. Generally, our corporate executives make financing, tax structure and divestiture decisions. Excluding these items from measurement of segment performance enables us to evaluate operating performance based upon current economic conditions and decisions made by the managers of those segments in the current period.

Total Local Media revenues increaseddecreased $276$329 million or 20% in 20242025 compared to 2023.2024. During this electionnon-election year, political revenues increaseddecreased $310$323 million in 20242025 compared to 2023.2024. Distribution revenues increaseddecreased $11.8$15.6 million or 1.6%2.0% in 20242025 compared to 2023.2024. Distribution revenues were unfavorably impacted by mid-single-digit subscriber declines. These subscriber declines were partially offset by rate increases which favorably impacted distribution revenues by 3.6% in 2025 compared to 2024. During 2023,2025, we completed renewal negotiations on distribution agreements covering aboutapproximately 75%25% of our subscriber households. DistributionThese revenuesrenewal rates were favorablyeffective impacted by rate increasesas of 8.0%March in31, 2024 compared to 2023, which were partially offset by mid-single-digit subscriber declines.2025. Local Media revenues were also impacted by aan decreaseincrease in core advertising revenues of $46.6$13.3 million or 7.8%2.4% in 20242025 compared to 2023, due in part to displacement from political advertising.2024.

Employee compensation and benefits increaseddecreased $1.4$16.6 million or 0.3%3.8% in 20242025 compared to 2023.2024, due to savings achieved through our restructuring efforts and lower bonus compensation year-over-year.

Other expenses increaseddecreased $20.8$16.7 million or 11%8.3% in 20242025 compared to 2023.2024. ProductionProfessional costsand frommiscellaneous liveservices televisiondecreased programming increased $7.8$6.2 million in 20242025 compared to 2023,2024, primarily drivendue byto thean costs associated with airingabsence of games F-7 under our sports agreements. Professional services costs, primarily attributed to political sales activities,activities increasedin $5.72025 compared to 2024. Facility and rental costs decreased $6.3 million in 20242025 compared to 2023.2024. The 2024 year-over-year increase was also due to higher news services expense of $3.5 million, higher rating services cost of $2.5 million and higherAdditionally, advertising and promotion costs ofdecreased $2.3$4.4 million.million in 2025 compared to 2024.

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $57.4$31.6 million or 6.4%3.8% in 20242025 compared to 2023. Beginning in the second quarter of 2023, we started to sunset a low-margin programmatic product that decreased revenues 1.9% year-over-year.2024. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Lower ratings in our key monetized demographicsdemographics, unfavorably impacted Scripps Networks revenues by 8.8%6.7% year-over-year.in 2025 compared to 2024. Lower ratings were partially offset by an increase in connected TV ("CTV") revenue and an increase in advertising spots soldsold. whichCTV increased revenues 2.0% year-over-year. Additionally, during this election year, political advertisingrevenue increased revenues by 2.2%.3.4% in 2025 compared to 2024. An increase in advertising spots sold increased revenues by 2.6% in 2025 compared to 2024.

Employee compensation and benefits decreased $3.8$34.1 million or 3.1%28% in 20242025 compared to 20232024. driven byIn the fourth quarter of 2024, we shut down the over-the-air broadcast for Scripps News. The savings achieved throughfrom ourthis Scripps News action and other restructuring efforts.efforts were the primary contributor to the year-over-year decrease in employee compensation and benefits.

Programming expense decreased $6.4$26.6 million or 1.8%7.5% in 20242025 compared to 2023. Costs attributed to sports rights agreements with the Women's National Basketball Association and the National Women's Soccer League increased programming expense by $11.8 million in 2024 compared to 2023.2024. Carriage affiliation fees decreased $13.8 million and syndicated programming decreased $2.3$10.9 million in 20242025 compared to 2023.2024. Syndicated programming costs decreased $18.9 million in 2025 compared to 2024. These decreases were partially offset by an increase in sports rights fees of $3.7 million in 2025 compared to 2024.

Other expenses decreased $11.6$17.6 million or 6.4%10% in 20242025 compared to 2023.2024. The programmaticshut productdown we started sunsetting inof the secondover-the-air quarterbroadcast for Scripps News accounted for $5.6 million of 2023the year-over-year decrease. Other expenses also decreased otherdue expensesto 7.8%lower year-over-year.national sales commissions of $2.5 million.

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risks and uncertainties. At the end of December 2024,2025, we had $23.9$27.9 million of cash on hand and $578$271 million of additional borrowing capacity under our revolving credit facilityfacilities thatand currentlysecuritization expires on January 7, 2026.facility. As of December 31, 2024,2025, we didhad notno haveborrowings aoutstanding balance drawn onunder our credit facility.facilities Whileand we expecthad to$361 makemillion borrowingsoutstanding and repayments onunder the facilitysecuritization duringfacility, thewith firsta halfmaximum availability allowed of 2025,$363 we do not anticipate having a balance drawn at the end of the third or fourth quarters of 2025. Any balance drawn at a quarterly reporting period would be reflected as current debt in our Consolidated Balance Sheet. Our term loan, that has an outstanding balance of $721 million and matures in May 2026, is our earliest maturing outstanding debt. We do not currently have the necessary cash on hand or projected future cash flows to fund that debt maturity and are in active discussions with funding sources to refinance portions of our outstanding debt.million. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Cash used in investing activities was $12.1 million in 2025 compared to $26.5 million in 20242024. comparedInvesting toactivities $60.6in 2025 included $40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in 2023.cash used for investment purchases and $46.6 million in capital expenditures. On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. OnInvesting Decemberactivities 30,in 2024,2024 wealso completedincluded $20.0 million of cash proceeds from the sale of our San Diego tower sites for cash consideration of $20.0 million. Capital expenditures totaledand $65.3 million in 2024capital compared to $59.6 million in 2023.expenditures.

On JulyApril 31,10, 2023,2025, we entered into thea Eighthnew Amendmentcredit toagreement theand Thirdcompleted Amendeda Restatedseries Creditof Agreementpreviously ("Eighthannounced Amendment").refinancing transactions. Under the Eighthnew Amendment,credit agreement, we have a $585revolving credit facility with aggregate commitments of up to $208 million Revolvingdue CreditJuly Facility2027 and a non-extended revolving credit facility with aggregate commitments of up to $70.0 million that maturesmatured onin January 7, 2026. In connection with ourthe new credit agreement, we also have $1.3 billion ofan outstanding balance of $619 million on our term loans as of December 31, 2024.2025. The annual required principal payments on these term loans total $15.6$8.9 million and the earliest maturity date for any of the loans is May of 2026.million.

In February 2026, we notified INYO of our exercise of all of the options. In addition to other customary closing conditions, any transaction would be subject to FCC consent and, in certain cases, waiver of FCC ownership rules. We also have the right to withdraw our exercise of any or all of the options at any time prior to closing without any further obligation other than reimbursing INYO for expenses. Each station is subject to a separate option, so the acquisition of individual station assets may occur at various dates or potentially not occur. In June 2026, we withdrew the option exercise for six of the INYO television stations to bring an INYO transaction under the national television ownership cap.

The current aggregate purchase price for the exercise of alloptions optionson the 17 INYO stations we have notified for exercise is approximately $54$47.0 million. However, the purchase price is based on formulas that will be contingent on the respective closing dates of any transactions.

In February 2026, we announced an enterprise-wide transformation plan that is designed to improve operating performance and unlock new value and targets annualized enterprise EBITDA growth of $125 million to $150 million by 2028. We expect to deliver this improved EBITDA run-rate through cost savings and revenue growth initiatives that will leverage F-26 technology including artificial intelligence and automation and increase revenue yield on our existing businesses. We currently anticipate annualized EBITDA improvement of about $75$100 million by the end of 2026.

On March 4, 2026, we reached an agreement to purchaseacquire WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. The transaction will require federal regulatory and other customary approvals and is not expected to close until the back half of 2026. During the first quarter of 2026, we provided a $5.0 million deposit that willto be applied against the purchase price at closing. While approvalfederal isregulatory and other customary approvals were pending, we arereceived providingrevenue certain programming, marketingfrom and paid expenses related servicesto forWTVQ's WTVQoperations viathrough a local programming and marketing agreement. The transaction closed August 1, 2026.

On April 30, 2026, we entered into an amendment to our credit agreement that extendsextended the July 7, 2027 maturity date of our revolving credit facility. Under the terms of the amendment, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027.

We did not declare or provide payment for the preferred stock dividend in the firsteither quarter of 2026 or any of the 2025 quarters. The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods that the preferred shares are outstanding. At MarchJune 31,30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133$150 million and the redemption value of the preferred stock totaled $766$782 million. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Operating revenues decreased $7.5$49.7 million or 1.4%9.2% in the second quarter of 2026 and $57.2 million or 5.4% in the first threesix months of 2026 when compared to the prior year quarter.periods. Core advertising revenue decreased $17.0$46.3 million and $63.3 million in the firstquarter-to-date threeand monthsyear-to-date ofperiods, 2026respectively. whenDistribution comparedrevenue todecreased $31.5 million and $28.0 million in the priorquarter-to-date yearand quarter.year-to-date Thisperiods, decreaserespectively. wasThese decreases were partially offset by an increase of $6.8$26.6 million and $33.4 million in political revenue during this election year and an increase of $3.4 million in distribution revenue when compared to the priorquarter-to-date yearand quarter.year-to-date periods, respectively.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $6.4$19.6 million or 2.0%6.3% in the second quarter of 2026 and $26.0 million or 4.1% in the first threesix months of 2026 when compared to the prior year quarter.periods. Employee compensation costs decreased $3.0$4.9 million and $7.9 million in 2026the comparedquarter-to-date toand 2025,year-to-date periods, respectively, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $5.5$6.9 F-28 million and $12.4 million in 2026the comparedquarter-to-date toand 2025.year-to-date periods, respectively. Network programming decreased $3.8$11.4 million and $15.2 million in 2026the comparedquarter-to-date toand 2025,year-to-date periods, respectively, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $7.1$4.4 million and $11.5 million in 2026the comparedquarter-to-date toand 2025.year-to-date periods, respectively.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses increased $8.6$3.7 million or 6.3%2.6% in the second quarter of 2026 and $12.3 million or 4.4% in the first threesix months of 2026 when compared to the prior year quarter.periods. Employee compensation costs increased $8.9$1.6 million in the second quarter of 2026 and $10.5 million in the first six months of 2026 when compared to 2025,prior periods, primarily attributed to higher medical claims and increased insurance premiums. Additionally, legal fees increased $1.8 million and $2.8 million in the quarter-to-date and year-to-date periods, respectively.

Restructuring costs in the firstsecond quarter of 2026 and 2025 totaled $0.6$35.8 million and $4.1$0.6 million, respectively. Year-to-date restructuring costs totaled $36.5 million and $4.8 million in 2026 and 2025, respectively. Restructuring costs in 2026 included $12.1 million in asset losses following strategic programming assessments, severance charges of $0.3$4.5 million, operating lease exit costs of $3.5 million and contract exit costs of $2.7 million. Remaining 2026 restructuring costs consisted of $13.7 million in 2026 included outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in the first quarter of 2025 included severance charges of $2.0$2.6 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.

Depreciation and amortization of intangible assets decreased $3.1$2.1 million or 8.1%5.7% in the second quarter of 2026 and $5.3 million or 6.9% in the first threesix months of 2026 when compared to the prior year quarter.periods.

During the first quarter of 2026, we closed on the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana. During the second quarter of 2026, we completed the transaction with Gray Media, Inc. to swap television stations across five markets and recognized a pre-tax gain of $9.3 million. We recognized $30.0$38.9 million of pre-tax gains from these business sales for the threesix months ended MarchJune 31,30, 2026.

The effective income tax rate was 60%4.9% and 79%5.2% for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.1$1.7 million benefit in 2026 and $1.9$2.1 million expense in 2025), state deferred rate changes ($0.7$0.2 million benefit in 2026 and $1.4 million expense in 2025) and state NOL valuation allowance changes. Additionally, in the second quarter of 2026, the income tax provision was impacted by a net discrete tax provision benefit of $23.9 million related to book impairment of tax deductible goodwill.

Local Media — Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 1112 NBC affiliates, nine11 CBS affiliates and three FOX affiliates. We also have 1213 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Total Local Media revenues increaseddecreased $16.2$18.2 million or 5.0%5.4% in the second quarter of 2026 and $2.0 million or 0.3% in the first threesix months of 2026 when compared to the prior year quarter. Core advertising revenue increased $7.6 million or 5.8% in 2026 compared to 2025.periods. During this election year, political revenues increased $5.7$25.5 million in the second quarter of 2026 and $31.2 million in the first threesix months of 2026 when compared to the prior yearperiods. quarter.Core advertising revenue decreased $11.9 million or 8.7% in the second quarter of 2026 and $4.2 million or 1.6% in the first six months of 2026 when compared to the prior periods. Core advertising revenue in the second quarter of 2025 included $6.8 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Distribution revenues increaseddecreased $2.7$32.1 million or 1.5%17% in the second quarter of 2026 and $29.4 million or 7.7% in the first six months of 2026 when compared to 2025.the Distributionprior periods. The service blackout periods during the contract negotiations with Comcast and DirecTV had a $26.7 million negative impact on second quarter 2026 distribution revenues. Additionally, distribution revenues in the second quarter of 2025 included $11.3 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Year-over-year distribution revenues were unfavorably impacted by mid-single-digit subscriber declines. These subscriber declines were offset by rate increases, which favorably impacted distribution revenues by 6.6%2.5% and 4.8% in the firstquarter-to-date threeand monthsyear-to-date ofperiods, 2026.respectively. In 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households. These renewal rates were effective as of March 31, 2025.

Employee compensation and benefits decreased $0.9$3.5 million or 0.8%3.3% in the second quarter of 2026 and $4.3 million or 2.1% in the first threesix months of 2026 when compared to the prior yearperiods, quarter.reflecting a year-over-year reduction in employee headcount.

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $22.0$33.9 million or 11%16% in the second quarter of 2026 and $55.8 million or 14% in the first threesix months of 2026 when compared to the prior year quarter.periods. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Scripps Networks revenues had a net decrease of $8.5 million in the second quarter of 2026 and $12.9 million in the first six months of 2026 due to the first quarter sale of Court TV. Lower ratings in our key monetized demographics, magnified by a Nielsen audience measurement methodology change late in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by nearly9.2% 12%.and 11% in the quarter-to-date and year-to-date periods, respectively. Lower ratingspricing for direct response market advertising unfavorably impacted Scripps Networks revenues by 7.9% and 6.8% in the quarter-to-date and year-to-date periods, respectively. These unfavorable impacts were partially offset by higher connected TV revenue, which increased revenues by 2.5%3.8% and 3.5% in 2026the comparedquarter-to-date toand 2025.year-to-date periods, respectively.

Employee compensation and benefits increaseddecreased $1.7$2.2 million or 8.1%10% forin the firstsecond three monthsquarter of 2026 when compared to the prior year quarter,period, primarily attributeddue to the first quarter sale of Court TV. The year-over-year decrease in employee compensation and benefits of $0.5 million or 1.2% was also impacted by higher medical claims and increased insurance premiums.premiums during the first quarter 2026.

Other expenses decreasedincreased $0.5 million or 1.3%1.2% in the second quarter of 2026 and remained flat for the first threesix months of 2026 when compared to the prior year quarter.periods.

At MarchJune 31,30, 2026, we hadhave a $208 million revolving credit facility,facility whichwith maturescommitments of up to $200 million, maturing on July 7, 2027,2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027. Additionally, we have an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed for the securitization facility is limited by our eligible accounts receivable balances.

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risk and uncertainties. As of MarchJune 31,30, 2026, we had $83.7$13.0 million of unrestricted cash on hand and $179$221 million of additional borrowing capacity under our revolving credit facilityfacilities and securitization facility. As of MarchJune 31,30, 2026, we had $20.0no millionborrowings outstanding under our credit facilityfacilities and thewe maximumhad availability$314 allowed and amountmillion outstanding under the securitization facilityfacility, waswith $322a maximum availability allowed of $336 million. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Cash provided by investing activities was $119$102 million in 2026 compared to cash used in investing activities of $9.9$16.5 million in 2025. Investing activities in 2026 include $127 million in net cash proceeds received from the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana, which all closed in the first quarter of 2026. Investing activities in 2026 also reflect $3.2$19.7 million in capital expenditures and $5.0 million for a business acquisition deposit related to our agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky. Investing activities in 2025 reflect $6.8$40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in cash used for investment purchases and $5.1$17.2 million in capital expenditures.

Cash used in financing activities was $55.6$123 million in 2026 compared to cash provided by financing activities of $13.3$5.1 million in 2025. As of June 30, 2026, we had no borrowings outstanding under our revolving credit facilities. During the first threesix months of 2026, we had $20.0 million of net borrowings under our revolving credit facility, had net payments of $38.8$47.6 million under our accounts receivable securitization facility andfacility, made principal pre-payments of $30.6$60.6 million on our term loans.loans and paid $6.4 million in deferred financing costs. During the first threesix months of 2025, we had net debt proceeds of $25.0$70.0 million, reflecting borrowingsmillion under our revolving credit facility.facilities, The$885 million of proceeds from the issuance of new long-term debt under the April 10, 2025 credit agreement and net proceeds of $366 million under our accounts receivable securitization facility. During the first six months of 2025, we made payments on long-term debt proceedsof $1.3 billion to F-33 pay down our May 2026 and January 2028 term loans. In connection with the refinancing transactions in 2025the weresecond partiallyquarter offsetof by2025, we paid $43.2 million in deferred financing costcosts paymentsand of$2.8 $5.8million million.in debt extinguishment costs.

Under the terms of our amended credit agreement, we have a revolving credit facility with aggregatecommitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $208$8.0 millionmillion, duematuring on July 7, 2027. As of MarchJune 31,30, 2026, we had $20.0 millionno outstanding borrowings under our credit facility.facilities. In connection with the credit agreement, we have an outstanding balance of $588$558 million on our term loans as of MarchJune 31,30, 2026. We do not have any annual required principal payments on these term loans for the next 12 months.

On April 10, 2025, we entered into a three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility. As of MarchJune 31,30, 2026, thewe maximumhad availability$314 allowed and amountmillion outstanding under the securitization facilityfacility, waswith $322a maximum availability allowed of $336 million.

As of MarchJune 31,30, 2026, we have $1.7 billion of senior notes outstanding. Senior secured notes have a total outstanding principal balance of $1.3 billion. The senior secured notes that mature on January 15, 2029 bear interest at a rate of 3.875% per annum and the senior secured notes that mature on August 15, 2030 bear interest at a rate of 9.875% per annum. Senior unsecured notes totaling $392 million mature on January 15, 2031 and bear interest at a rate of 5.375% per annum.

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the $208 million revolving credit facility,facilities, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. As of MarchJune 31,30, 2026, we were in compliance with our financial covenants.

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). We did not declare or provide payment for the preferred stock dividend in the firsteither quarter of 2026 or any of the 2025 quarters. At MarchJune 31,30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133$150 million and the redemption value of the preferred stock totaled $766$782 million. In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.