DEF 14A of E.w. Scripps Co, Mar 20, 2026

DEF 14A of E.w. Scripps Co

Filed Mar 20, 2026 · FY20250001193125-26-116733

Open on EDGAR

  1. Proposal 1 Election of Directors

    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.

  2. Proposal 1 Election of Directors

    | ✓ | THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR WHOM YOU ARE ENTITLED TO VOTE FOR ELECTION AS A DIRECTOR. |

  3. Report on the Nominees for Election to the Board of Directors

    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.

  4. Nominees for Election by Holders of Class A Common Shares

    Nominees for Election by Holders of Class A Common Shares

  5. Nominees for Election by Holders of Class A Common Shares

    | Age: 74 Director since: 2019 | Marcellus W. Alexander, Jr. Senior Advisor, Television and President of National Association of Broadcasters Leadership Foundation from 2018 to 2019. Executive Vice President, Television and President, National Association of Broadcasters Education Foundation from 2004 to 2018. Executive Vice President, Television of National Association of Broadcasters from 2002 to 2004. | | Committees:  Compensation & Talent Management | | | Age: 65 Director since: 2022 | Burton F. Jablin Retired since 2018. Chief Operating Officer, Scripps Networks Interactive from 2015 to 2018. President, Scripps Networks Interactive from 2013 to 2015. President, Home Category, Scripps Networks Interactive from 2009 to 2013. President, HGTV, Scripps Networks. A The Company spun off its cable networks into a new public company, Scripps Networks Interactive, in 2008. | | Committees:  Compensation & Talent Management | | | Age: 50 Director since: 2024 | Nishat A. Mehta(1) Chief Executive Officer, Lexitas from January 2025 to present. Chief Operating Officer & President, Lexitas from March 2024 to December 2024. President, Global Products & Solutions from 2020 to 2023 and President, Media from 2017 to 2020 at Circana. Executive Vice President, Customer Communications from 2015 to 2017 and Executive Vice President, Global Partnerships from 2012 to 2015 at dunnhumby Ltd/84.51°. | | Committees:  Audit | |

  6. Nominees for Election by Holders of Class A Common Shares

    | Age: 70 Director since: 2008 | Kim Williams(2) Chair of the Board from May 2021 to present. Lead Director from 2018 to May 2021. Retired since 2006. Senior Vice President, Partner, and Associate Director of Global Industry Research at Wellington Management Company, LLP from 1995 to 2001. Senior Vice President, Partner, Global Industry Analyst from 1986 to 1995. | | Committees:  Audit (Chair)  Executive (Chair)  Nominating & Governance | | | Nominees for Election by Holders of Common Voting Shares | | | Age: 50 Director since: 2015 | Charles L. Barmonde(3) Private investor, educator and entrepreneur. Owner and founder of Arch Contemporary Ceramics. Former Trustee of the Scripps Howard Foundation. | | Committees:  Compensation & Talent Management  Executive | | | Age: 66 Director since: 2013 | Kelly P. Conlin Chairman and Chief Executive Officer of Zinio, Inc. from 2015 to 2019. Chairman and Chief Executive Officer of NameMedia from 2006 to 2015. Chief Executive Officer of Primedia from 2003 to 2005. Chief Executive Officer of IDG Inc. from 1995 to 2002. | | Committees:  Compensation & Talent Management (Chair)  Executive | |

  7. Nominees for Election by Holders of Class A Common Shares

    | Age: 46 Director since: 2023 | Raymundo H. Granado, Jr.(3) Private investor and philanthropist. Board member of RightGift, a technology company that builds free software for the charitable ecosystem, since 2020. Trustee of the Scripps Howard Foundation from 2018 to 2024. Director of the Scripps Family Impact Fund. Charter member of the charitable advisory board to the Adam R. Scripps Foundation. | | Committees: Nominating & Governance | | | Age: 68 Director since: 2008 | John W. Hayden(4) President and Chief Executive Officer, CJH Consulting from 2010 to present. President and Chief Executive Officer from 1998 to 2010 and Director from 1991 to 2008 at The Midland Company. Chairman, President and Chief Executive Officer, American Modern Insurance Group from 1996 to 2010. Director at Ohio National Financial Services (1997 to 2022), Hauser Private Equity (2014 to present), General Nano (2016 to present), ABR Re (2015 to present). | | Committees:  Audit  Executive  Nominating & Governance (Chair) | | | Age: 51 Director since: 2023 | Monica O. Holcomb(3) Private investor and philanthropist. Founding director of the Scripps Family Impact Fund since 2018. Scripps Family Impact Board member. Charter member of the charitable advisory board of the Adam R. Scripps Foundation. Director of Miramar Services, Inc., since 2019 and chair of its Vision Statement. | | Committees: Nominating & Governance | |

  8. Nominees for Election by Holders of Class A Common Shares

    | Age: 61 Director since: 2022 | Leigh B. Radford(5) Retired since 2022. Senior Vice President and founder of P&G Ventures from 2015 to 2022, VP/General Manager from 2006 to2015, Marketing Director from 1998 to 2005, and Brand Manager from 1995 to 1997 at Procter & Gamble. | | Committees: Nominating & Governance | | | Age: 51 Director since: 2017 | Adam P. Symson President and Chief Executive Officer of the Company since August 2017. Chief Operating Officer from November 2016 to August 2017. Senior Vice President of Digital from 2013 to 2016. Chief Digital Officer from 2011 to 2013. Vice President Interactive Media/Television from 2007 to 2011. | | Committees: Executive | | | Age: 57 Director since: N/A | Tracy Ward Attorney, licensed to practice in the State of Ohio since 1999. President, TTW Consulting from December 2025 to present. President, Chief Executive Officer and Director among other positions with Miramar Services from 2006 to 2025. Chair of the board of trustees, Ursuline Academy, a Cincinnati private Catholic high school. | | Committees: TBD | |

  9. Nominees for Election by Holders of Class A Common Shares

    Mr. Mehta is a chair, treasurer and trustee of The Advertising Research Foundation since 2017; Board Member of Sports Innovation Lab since 2023. (2) Ms. Williams is a director of Weyerhauser Company (a forest products company). (3) Mr. Barmonde, Mr. Granado and Ms. Holcomb are all Signatories to the Scripps Family Agreement. Ms. Holcomb and Messrs. Barmonde and Granado are cousins. See "Related Party Transactions-Scripps Family Agreement" on page 74. (4) Mr. Hayden is a director of ABR Re (a Bermuda-based reinsurance company), Hauser Private Equity and General Nano (an advanced materials company). Mr. Hayden is a former director at Ohio National Financial Services (1997 to 2022). (5) Ms. Radford is a director of FAST Studios, Goodwill Industries International and Heaven Hill; Inc. * Age reflected as of March 20, 2026.

  10. Our Compensation Policies and Practices

    | Policy or Practice | Description | | Insider Trading Policy, Hedging or Pledging Transactions | We have an Insider Trading Policy that governs the purchase, sale and other disposition of the Company’s securities by our directors, officers, key employees, and other covered persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. It is also the Company’s policy to comply with all applicable securities laws when transacting in our own securities. Among other restrictions, our Insider Trading Policy prohibits directors, officers, key employees and other covered persons from trading in our securities while in possession of material, non-public information and prohibits them from engaging in any hedging or pledging transactions with our Class A Common Shares. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the full text of our Insider Trading Policy, a copy of which can be found as an exhibit to our 2025 Form 10-K. | | Recoupment Policy | We maintain a recoupment policy, under which we require the reimbursement of any cash or equity-based incentive compensation received by a current or former executive officer if the payment was predicated upon financial results that were subsequently the subject of a restatement. Also, our equity awards provide for forfeiture of amounts received in the event a participant engages in certain "detrimental activity." | | Excise Tax Gross-Ups | The Company does not provide tax gross-ups for named executive officers or any other employees in the event they are subject to golden parachute excise taxes on severance or other payments received in connection with a change in control. | | Stock Ownership Guidelines | Our stock ownership policy encourages our named executive officers to hold a minimum level of our Class A Common Shares so that each executive has personal wealth tied to the |

  11. Our Compensation Policies and Practices

    | | long-term success of the Company and, therefore, has interests that are aligned with those of our shareholders. | | Evaluation of Compensation Risks | We annually review our compensation program to confirm that our policies and practices are not creating excessive or inappropriate risks. We believe that our compensation program provides an appropriate balance between current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. Further, we provide STI opportunities that are based on balanced performance metrics to promote disciplined progress toward advancing our business objectives. All payouts for named executive officers are capped at a pre-established percentage of base salary. | | Review of Share Utilization | We annually review overhang levels (the dilutive impact of equity awards on our shareholders) and run rates (the aggregate shares awarded as a percentage of total outstanding shares). | | Use of Independent Consultant | The Committee retains an independent consultant to provide advice in the development of our executive compensation strategy and program. The Committee, with the assistance of the independent consultant, regularly evaluates the compensation practices of our peer companies to confirm that our compensation programs are consistent with market peers. |

  12. Short-Term Incentive

    Short-Term Incentive The Company maintains a short-term incentive program, under which our named executive officers are eligible to receive annual cash payments based on the extent to which certain operational goals are achieved. During the annual performance review process in February 2025, the Committee increased Mr. Symson’s target STI opportunity from 110% to 150% of his base salary and increased the target STI opportunity for the other named executive officers from 60% to 70% of base salary. These adjustments were intended to align short-term incentive opportunities of our named executive officers with the median levels in the compensation peer group and address internal pay equity considerations.

  13. Short-Term Incentive

    | Name | Target Opportunity (as % of Base Salary) | | Mr. Symson | 150% | | Mr. Combs | 70% | | Mr. Lawlor | 70% | | Ms. Tomlin | 70% | | Mr. Giles | 70% |

  14. Short-Term Incentive

    In February 2025, the Committee established an STI program for the year for the named executive officers. This program was based on the operating cash flow and revenue goals set forth in our business plan.

  15. Short-Term Incentive

    | Operating Cash Flow. We believe that a Company operating cash flow goal is an appropriate focus for our incentive compensation program because it is vital to the success of our businesses and critical to improving the Company's financial condition, which provides us with the flexibility to pursue growth opportunities in the future. |

  16. Short-Term Incentive

    | Revenue. We believe that revenue is an appropriate focus for our incentive compensation program because it aligns our named executive officers with our revenue growth objectives and drives improvements in the Company's financial condition while maximizing the value of our distribution assets. |

  17. Short-Term Incentive

    The 2025 STI program payouts for the performance period are calculated as follows: Our operating cash flow and revenue targets depend in part on anticipated advertising levels for the year. Advertising revenues increase significantly during even-numbered years when local, state and federal elections occur. In addition, every four years, such as was the case in 2024, political spending typically is elevated due to the presidential election. Because of these political election cycles, we usually see a significant difference in our operating results when comparing performance in even-numbered years, such as 2024, to odd-numbered years, such as 2025. Consistent with past practice, our operating cash flow and revenue targets for 2025 (an odd-numbered year) were set below results for 2024 (an even-numbered year with a national presidential election) to reflect the nature of spending on political advertising. The following tables set forth the operating cash flow and revenue targets for 2025 and the related achievement levels:

  18. Short-Term Incentive

    | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Level | | Company Operating Cash Flow | $259.4 | $324.2 | $389.0 | $309.3 | 88% | | Company Revenue | $1,973.4 | $2,192.7 | $2,412.0 | $2,150.6 | 90% |

  19. Short-Term Incentive

    The following chart sets forth the definitions for each of the performance goals:

  20. Short-Term Incentive

    | Performance Goal | Description | | Company Operating Cash Flow | Consolidated operating income, as reported in the Company’s Annual Report on Form 10-K for the period ending December 31, 2025 (“Annual Report”) as adjusted to include similar amounts related to any discontinued operations, excluding depreciation, amortization of intangible assets, asset impairment charges, unanticipated and/or unplanned restructuring charges, and expenses incurred in association with a business acquisition, less additions to property, plant and |

  21. Short-Term Incentive

    | | equipment from continuing and discontinued operations, and excluding any amounts recorded for annual and long-term incentives earned under each plan. | | Company Revenue | Consolidated operating revenue, as reported in the Annual Report for the performance period, adjusted to include revenue from discontinued operations. | | Automatic Adjustments | If the Company acquires any businesses during the performance period, then the threshold, target and maximum performance levels for each of the performance goals, as applicable, shall be increased by the acquired business’ budgeted contribution for the periods subsequent to the acquisition. If the Company divests any businesses during the performance period, then the threshold, target and maximum performance levels for each of the performance goals, as applicable, shall be decreased by the divested business’ budgeted contribution for the periods subsequent to the divestiture. |

  22. Short-Term Incentive

    Based on the performance results as outlined in the tables immediately above, the blended payout level for each named executive officer under the 2025 STI program was as follows:

  23. Short-Term Incentive

    | Name | 2025 STI Payout Percentage | | Mr. Symson | 88.50% | | Mr. Combs | 88.50% | | Mr. Lawlor | 88.50% | | Ms. Tomlin | 88.50% | | Mr. Giles | 88.50% |

  24. Short-Term Incentive

    For more information on the 2025 STI opportunities for our named executive officers, please refer to the “2025 Grants of Plan-Based Awards” section of this Proxy Statement. The amount of the STI earned for 2025 is set forth in the Non-Equity Incentive Plan Compensation column of the “2025 Summary Compensation Table” of this Proxy Statement.

  25. Long-Term Incentive

    Long-Term Incentive The Committee believes that a competitive LTI program is an important component of total compensation because it: (i) enhances the retentive value of our compensation; (ii) motivates and rewards executives for increasing our stock price and creating long-term value; and (iii) provides executives with an opportunity for stock ownership to align their wealth accumulation interests with those of our shareholders.

  26. Long-Term Incentive Opportunities

    Long-Term Incentive Opportunities In 2025, the Committee granted LTI opportunities for our named executive officers, which reflect the current leadership structure of the company and the applicable market data for each of their roles. The 2025 LTI opportunities were as follows:

  27. Long-Term Incentive Opportunities

    | Name | 2025 LTI Opportunity | | Mr. Symson | $4,700,000 | | Mr. Combs | $1,000,000 | | Mr. Lawlor | $880,000 | | Ms. Tomlin | $700,000 | | Mr. Giles | $400,000 |

  28. Long-Term Incentive Opportunities

    Under the 2025 long-term incentive program, the LTI target opportunity was allocated between performance-based and time-based RSUs as follows, with the CEO being allocated a higher percentage of performance-based RSUs given his direct responsibility for the overall performance of the Company.

  29. Long-Term Incentive Opportunities

    | | Allocation | | | | Award Type | CEO | Others | Brief Summary | | Performance-Based RSUs | 60% | 50% |  Earned based on achieving two equally weighted performance goals under our STI program: Company operating cash flow and revenue  Any units earned based on performance results vest in four equal annual installments from the date of grant | | Time-Based RSUs | 40% | 50% |  Vest in four equal annual installments from the date of grant |

  30. Long-Term Incentive Opportunities

    The long-term incentive grants, if earned, are payable in shares and are intended to foster employee stock ownership, align the interests of management with those of our shareholders, and enhance our retention program. Moreover, the time-based vesting conditions, combined with the Company’s stock ownership requirements, are intended to provide a direct incentive for our management to build sustained, long-term shareholder value. The performance and payout scale for performance-based RSUs is the same as the scale used under the 2025 STI program for Company operating cash flow and revenue; however, unlike the 2025 STI program, the two goals are weighted equally. We believe that, since operating cash flow and revenue are vital to the success of our businesses moving forward, both metrics should be equally weighted in our named executive officers’ long-term incentive compensation program. The metrics are subject to review, and we adjust the goals for major investments during the year so that our long-term growth is not jeopardized. Our Company results are reflected in the table below, resulting in a weighted average payout of 89%. Any units earned based on performance results vest in four equal annual installments from the date of grant, subject to continued employment. We believe that any risk inherent in focusing on Company operating cash flow and revenue under the 2025 STI program and long-term incentive plan is mitigated by the long-term vesting schedule of our equity awards, our stock ownership guidelines and our recoupment policy.

  31. Long-Term Incentive Opportunities

    | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Level | | Company Operating Cash Flow | $259.4 | $324.2 | $389.0 | $309.3 | 88% | | Company Revenue | $1,973.4 | $2,192.7 | $2,412.0 | $2,150.6 | 90% |

  32. Equity Grant Practices

    Equity Grant Practices The Committee typically approves annual equity awards at its February meeting, the date of which is usually set two years in advance. The annual equity awards for 2025 were effective on March 1, 2025. In order to mitigate the impact of fluctuations in our stock price, award values are converted into a number of shares by dividing the applicable dollar value of the long-term incentive opportunity by the average of the closing per-share prices of our Class A Common Shares for the 30 trading days immediately preceding and including the effective date of the equity award. The Committee does not grant equity compensation awards in anticipation of the release of material, nonpublic information. Similarly, the Company does not time the release of material, nonpublic information to coincide with equity award grant dates.

  33. Additional Information

    Additional Information For more information on the equity awards granted to our named executive officers in 2025, please refer to the “2025 Grants of Plan-Based Awards” table in this Proxy Statement. For information about the total number of equity awards outstanding as of the end of 2025 with respect to each named executive officer, please refer to the “2025 Outstanding Equity Awards at Fiscal Year-End” table of this Proxy Statement.

  34. Compensation Recoupment Policy

    Compensation Recoupment Policy We maintain a recoupment policy, under which we are required to recover incentive-based compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The recoupment must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement. The policy became effective as of October 2, 2023. The mandatory recoupment policy is intended to comply with the applicable Nasdaq listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Moreover, our equity awards and long-term incentive plan provide that if the Committee determines a participant has engaged in any "detrimental activity," either during service with the Company or a subsidiary or after termination of such service, then, promptly upon receiving notice of the Committee's determination, the participant shall: i. forfeit all equity awards granted under the plan to the extent then held by the participant; ii. return to the Company or the subsidiary all shares received under awards within the prior 2 years that the participant still holds; and iii. with respect to any shares acquired under awards within the last 2 years that had been disposed of, pay to the Company, in cash, the fair market value of the shares on the date acquired. Detrimental activity generally means violations of any non-compete, non-solicitation, confidentiality, or ownership of works covenants, each as set forth in any agreement between the participant and the Company or a subsidiary, including, but not limited to, the award agreement or any severance plan maintained by the Company or a subsidiary that covers the participant. Detrimental activity also includes: (i) participant's commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its subsidiaries, or (ii) a conviction, guilty plea or plea of nolo contendere of a participant for any crime involving dishonesty or for any felony. These policies are designed to enable the board of directors to recover incentive compensation received by employees under specified circumstances that are inconsistent with the maintenance of a culture that emphasizes integrity and accountability and that reinforces our pay for performance philosophy.

  35. Employment Agreements, Executive Severance and Change in Control Plan

    Employment Agreements, Executive Severance and Change in Control Plan The Committee believes severance protections convey the Company’s commitment to each named executive officer while offering flexibility for any potential changes in compensation or duties. Accordingly, the Company provides severance protections for named executive officers under an employment agreement (for Mr. Symson only) and the Executive Severance and Change in Control Plan for the other named executive officers.

  36. Employment Agreement

    Employment Agreement During 2025, Mr. Symson had an employment agreement with the Company through December 31, 2027. The agreement provided for severance benefits in the event of an involuntary termination of employment without “cause” or a termination for “good reason,” death or disability. The agreement provided additional severance benefits in the event his employment terminates within 2 years after a change in control. Mr. Symson’s severance benefits are more fully described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

  37. Executive Severance and Change in Control Plan

    Executive Severance and Change in Control Plan The Executive Severance and Change in Control Plan provides severance protection in the form of a cash payment for certain employees, including the named executive officers other than Mr. Symson, following a termination event. The Company does not provide tax gross-ups for named executive officers or any other employees in the event they are subject to golden parachute excise taxes on payments received in connection with a change in control. All equity awards held by our named executive officers would immediately vest upon a change in control. Unlike the cash severance described above, the accelerated vesting is not contingent upon a qualifying termination of employment within a certain period following a change in control. This “single trigger” is appropriate because the Company’s equity may change in the event of a change in control and the Committee believes our named executive officers should have the same opportunity to realize value in a change in control transaction as public shareholders. The potential severance benefits under the Severance and Change in Control Plan are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

  38. Compensation Consultant and Peer Group

    Compensation Consultant and Peer Group

  39. Independent Compensation Consultant

    Independent Compensation Consultant The Committee directly retains an independent compensation consultant for purposes of developing and reviewing our executive compensation strategy and programs. The Committee reviews the performance of its compensation consultant on an annual basis. Consistent with standard executive compensation governance practices, the Committee generally conducts a request for proposal in the marketplace approximately every five years. Since 2021, the Committee has retained Korn Ferry as its consultant. Korn Ferry reported directly to the Committee and served at the sole discretion of the Committee. It did not perform any other services for the Company. On a prospective basis, the Committee assessed the independence of Korn Ferry pursuant to Securities and Exchange Commission rules and concluded that no conflict of interest existed that would prevent Korn Ferry from independently advising the Committee. The independent compensation consultant attends each Committee meeting and provides advice to the Committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards and analysis with respect to specific projects and information regarding trends and competitive practices.

  40. Compensation Peer Group

    Compensation Peer Group When determining our compensation peer group, we use criteria to find meaningful peer companies with characteristics such as companies that consist of broadcast and other media companies headquartered in the United States that trade on a major U.S. stock exchange with revenues between 0.5x to 2.0x of our revenue in the media and entertainment industry who have similar business models as us. We strive for a robust and defensible peer group, which means some companies may not be entirely within the desired criteria. We review our compensation peer group annually based on the Company’s current strategic direction, size and market for competitive talent. The 2025 peer group, used in conjunction with 2025 compensation decisions, consisted of the following companies: Revenue Comparison* (in millions) *Revenue values are based on 2023 revenues (most current annual revenue data available when 2025 compensation decisions were made)

  41. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following Summary Compensation Table provides information regarding the compensation earned in 2025, 2024 and 2023 by our named executive officers.

  42. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Adam P. Symson | 2025 | 1,350,000 | — | 3,945,077 | 1,792,125 | 24,677 | 127,740 | 7,239,619 | | President & Chief | 2024 | 1,300,500 | — | 1,203,659 | 1,734,542 | — | 111,950 | 4,350,651 | | Executive Officer | 2023 | 1,275,000 | — | 2,487,690 | 1,360,425 | 26,226 | 165,443 | 5,314,784 | | Jason P. Combs | 2025 | 800,000 | — | 1,678,757 | 495,600 | — | 55,058 | 3,029,415 | | Chief Financial Officer | 2024 | 688,500 | — | 286,584 | 500,884 | — | 43,115 | 1,519,083 | | | 2023 | 675,000 | — | 1,036,533 | 392,850 | — | 40,893 | 2,145,276 | | Brian G. Lawlor | 2025 | 840,000 | — | 1,578,032 | 520,380 | 113,077 | 26,473 | 3,077,962 | | President, Scripps Sports | 2024 | 805,800 | — | 246,464 | 586,220 | — | 43,779 | 1,682,263 | | | 2023 | 790,000 | 250,000 | 509,377 | 459,780 | 109,223 | 53,042 | 2,171,422 | | Laura M. Tomlin | 2025 | 675,000 | — | 1,426,945 | 418,163 | — | 36,723 | 2,556,831 | | Chief Transformation Officer | 2024 | 612,000 | — | 186,282 | 445,230 | — | 44,642 | 1,288,154 | | | 2023 | 600,000 | — | 829,238 | 349,200 | — | 41,764 | 1,820,202 | | David Giles | 2025 | 525,000 | — | 1,175,129 | 325,238 | — | 41,607 | 2,066,974 | | Chief Legal Officer | | | | | | | | |

  43. 2025 Summary Compensation Table

    (1) For 2023, represents a discretionary bonus paid to Mr. Lawlor in early 2024 to recognize his significant contributions to the successful launch of Scripps Sports, which is a critical part of our strategic plan. (2) Represents the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), of time-based restricted share units and performance-based restricted share units (based on the probable outcome of the performance condition as of the date of grant) in the applicable year, disregarding the impact of estimated forfeitures. See footnote 16 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), for an explanation of the assumptions made in the valuation of the awards. The aggregate grant date fair value of the performance-based restricted share units granted in 2025, assuming the highest level of performance would be achieved, is as follows: Mr. Symson, $3,550,570; Mr. Combs, $629,535; Mr. Lawlor, $553,991; Ms. Tomlin, $440,676; and Mr. Giles, $251,813. The Company met the performance metrics necessary for an 89% payout of the performance-based restricted share units granted in 2025. The Company met the performance metrics necessary for a 117% payout of the performance-based restricted share units granted in 2024. The Company met the performance metrics necessary for a 94% payout of the performance-based restricted share units granted in 2023. (3) Represents the short-term incentive earned in the applicable year. (4) Represents the change in the present value of the accumulated benefits under the pension plan and the Scripps Supplemental Executive Retirement Plan (SERP) for the applicable year. In 2025, the values in these plans increased for Mr. Symson, $24,677; and Mr. Lawlor, $113,077 due to a decrease in discount rates and change in the mortality tables. Our named executive officers did not accrue any preferential or above-market earnings on nonqualified deferred compensation. The Company froze service accruals in the pension plan and SERP effective June 30, 2009, and froze all compensation accruals after 2014. Mr. Combs and Ms. Tomlin are not eligible for the pension plan or SERP. Represents the perquisites and other benefits earned in the applicable year. The benefits for 2025 are outlined in the table below. For more information about these benefits, please refer to the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement.

  44. 2025 Summary Compensation Table

    | Name | Financial Planning ($)(i) | Charitable Contributions ($)(ii) | Executive Physical ($)(iii) | Matching Contribution ($)(iv) | Total ($) | | Mr. Symson | 15,000 | 2,000 | 2,781 | 107,959 | 127,740 | | Mr. Combs | 3,400 | 2,000 | 4,127 | 45,531 | 55,058 | | Mr. Lawlor | 11,000 | — | 3,223 | 12,250 | 26,473 | | Ms. Tomlin | 8,890 | — | — | 27,833 | 36,723 | | Mr. Giles | 11,000 | — | 2,340 | 28,267 | 41,607 |

  45. 2025 Summary Compensation Table

    (i) Represents all amounts paid by the Company for financial planning services. (ii) Scripps Howard Foundation matches on a dollar-for-dollar basis up to $2,000 annually for charitable contributions made by the executives. This program is available to all employees. (iii) Represents the cost of the senior executive physical, if any, that is in excess of the cost of a physical covered under the Company’s general health plan. (iv) Represents the amount of all matching contributions made under the Company’s 401(k) plan and Executive Deferred Compensation Plan.

  46. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth information for each named executive officer regarding short-term incentive and restricted share unit awards granted during 2025.

  47. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($)(4) | | | Short-Term Incentive | | 1,012,500 | 2,025,000 | 3,037,500 | | | | | | | | 3/1/2025 | 2/20/2025 | | | | 730,570 | 1,461,140 | 2,191,710 | | 2,367,047 | | Mr. Symson | 3/1/2025 | 2/20/2025 | | | | | | | 974,093 | 1,578,031 | | | Short-Term Incentive | | 280,000 | 560,000 | 840,000 | | | | | | | | 3/1/2025 | 2/19/2025 | | | | 129,534 | 259,068 | 388,602 | | 419,690 | | | 3/1/2025 | 2/19/2025 | | | | — | 518,135 | 518,135 | | 839,379 | | Mr. Combs | 3/1/2025 | 2/19/2025 | | | | | | | 259,067 | 419,689 | | | Short-Term Incentive | | 294,000 | 588,000 | 882,000 | | | | | | | | 3/1/2025 | 2/19/2025 | | | | 113,990 | 227,980 | 341,970 | | 369,328 | | | 3/1/2025 | 2/19/2025 | | | | — | 518,135 | 518,135 | | 839,379 | | Mr. Lawlor | 3/1/2025 | 2/19/2025 | | | | | | | 227,979 | 369,326 | | | Short-Term Incentive | | 236,250 | 472,500 | 708,750 | | | | | | | | 3/1/2025 | 2/19/2025 | | | | 90,674 | 181,348 | 272,022 | | 293,784 | | | 3/1/2025 | 2/19/2025 | | | | — | 518,135 | 518,135 | | 839,379 | | Ms. Tomlin | 3/1/2025 | 2/19/2025 | | | | | | | 181,347 | 293,782 | | | Short-Term Incentive | | 183,750 | 367,500 | 551,250 | | | | | | | | 3/1/2025 | 2/19/2025 | | | | 51,813 | 103,627 | 155,440 | | 167,876 | | | 3/1/2025 | 2/19/2025 | | | | — | 518,135 | 518,135 | | 839,379 | | Mr. Giles | 3/1/2025 | 2/19/2025 | | | | | | | 103,626 | 167,874 |

  48. 2025 Grants of Plan-Based Awards

    (1) Represents the short-term incentive opportunities granted in 2025. The “Threshold,” “Target” and “Maximum” columns reflect the range of potential payouts when the performance goals were established. The "Target" column reflects the payout when the performance goal was established; the threshold payout level is 50% of target and the maximum payout level is 150%. The actual 2025 incentive award is set forth in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” of this proxy statement. (2) The first row represents the performance-based restricted share units granted in 2025 under the Long-Term Incentive Plan. The "Target" column reflects the payout when the performance goal was established; for the annual awards, the threshold payout level is 50% of target and the maximum payout level is 150%. Any units earned would be subject to a four-year vesting schedule. In 2025, the performance metric resulted in a payout of 89% of the target performance shares subject to a four year vesting schedule, with the first installment vesting on March 1, 2026. The second row reflects the performance hurdle unit awards granted to named executive officers other than Mr. Symson. For this award, the threshold payout level is target and the maximum payout level is 100%. Any units earned will vest on March 1, 2028, assuming continued employment. (3) Represents the time-based restricted share units granted in 2025 under the Long-Term Incentive Plan. The time-based restricted share units vest in four equal, annual installments for so long as the executive remains employed by the Company. Vesting accelerates upon the executive’s termination without cause, death, disability, or retirement, or in the event of a change in control. The executives are entitled to dividend equivalents if and when dividends are paid on Class A Common Shares. Represents the grant date fair value (market price), as determined in accordance with FASB ASC Topic 718, of each equity award listed in the table.

  49. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following tables set forth information for each named executive officer with respect to each award of time-based and performance-based restricted share units that had not vested and remained outstanding as of December 31, 2025.

  50. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that have not Vested (#)(1) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Mr. Symson | 2,898,376 | 11,564,520 | 420,106 | 1,676,223 | | Mr. Combs | 617,624 | 2,464,320 | 518,135 | 2,067,359 | | Mr. Lawlor | 506,642 | 2,021,502 | 518,135 | 2,067,359 | | Ms. Tomlin | 436,212 | 1,740,486 | 518,135 | 2,067,359 | | Mr. Giles | 209,102 | 834,317 | 518,135 | 2,067,359 |

  51. 2025 Outstanding Equity Awards at Fiscal Year-End

    Represents the number of time-based restricted share units for each named executive officer outstanding as of December 31, 2025. Vesting is accelerated upon a termination without cause, death, disability, retirement or change in control. The vesting dates for outstanding restricted share units are as follows:

  52. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Total Number of Restricted Share Units Outstanding | Vesting Date | | Mr. Symson | 3/1/2022 | 19,830 | 19,830 on 3/1/2026 | | | 3/1/2022 | 17,847 | 17,847 on 3/1/2026 | | | 8/2/2022 | 180,045 | 180,045 on 12/31/2027 | | | 5/1/2023 | 58,741 | 29,370 on 3/1/2026; 29,371 on 3/1/2027 | | | 5/1/2023 | 82,825 | 41,412 on 3/1/2026; 41,413 on 3/1/2027 | | | 3/1/2024 | 96,036 | 32,012 on 3/1/2026; 32,012 on 3/1/2027; 32,012 on 3/1/2028 | | | 3/1/2024 | 168,545 | 56,182 on 3/1/2026; 56,181 on 3/1/2027; 56,182 on 3/1/2028 | | | 3/1/2025 | 974,093 | 243,523 on 3/1/2026; 243,523 on 3/1/2027; 243,523 on 3/1/2028; 243,524 on 3/1/2029 | | | 3/1/2025 | 1,300,414 | 325,103 on 3/1/2026; 325,104 on 3/1/2027; 325,103 on 3/1/2028; 325,104 on 3/1/2029 | | | Total | 2,898,376 | | | Mr. Combs | 3/1/2022 | 4,132 | 4,132 on 3/1/2026 | | | 3/1/2022 | 2,479 | 2,479 on 3/1/2026 | | | 5/1/2023 | 30,594 | 15,297 on 3/1/2026; 15,297 on 3/1/2027 | | | 5/1/2023 | 28,759 | 14,379 on 3/1/2026; 14,380 on 3/1/2027 | | | 3/1/2024 | 28,582 | 9,527 on 3/1/2026; 9,527 on 3/1/2027; 9,528 on 3/1/2028 | | | 3/1/2024 | 33,441 | 11,147 on 3/1/2026; 11,147 on 3/1/2027; 11,147 on 3/1/2028 | | | 3/1/2025 | 259,067 | 64,766 on 3/1/2026; 64,767 on 3/1/2027; 64,767 on 3/1/2028; 64,767 on 3/1/2029 | | | 3/1/2025 | 230,570 | 57,642 on 3/1/2026; 57,643 on 3/1/2027; 57,642 on 3/1/2028; 57,643 on 3/1/2029 | | | Total | 617,624 | | | Mr. Lawlor | 3/1/2022 | 4,722 | 4,722 on 3/1/2026 | | | 3/1/2022 | 2,833 | 2,833 on 3/1/2026 | | | 5/1/2023 | 15,035 | 7,517 on 3/1/2026; 7,518 on 3/1/2027 | | | 5/1/2023 | 14,133 | 7,066 on 3/1/2026; 7,067 on 3/1/2027 | | | 3/1/2024 | 24,581 | 8,194 on 3/1/2026; 8,193 on 3/1/2027; 8,194 on 3/1/2028 | | | 3/1/2024 | 27,157 | 7,984 on 3/1/2026; 9,586 on 3/1/2027; 9,587 on 3/1/2028 | | | 3/1/2025 | 215,279 | 44,294 on 3/1/2026; 56,995 on 3/1/2027; 56,995 on 3/1/2028; 56,995 on 3/1/2029 | | | 3/1/2025 | 202,902 | 50,725 on 3/1/2026; 50,726 on 3/1/2027; 50,725 on 3/1/2028; 50,726 on 3/1/2029 | | | Total | 506,642 | | | Ms. Tomlin | 3/1/2022 | 3,541 | 3,541 on 3/1/2026 | | | 3/1/2022 | 2,125 | 2,125 on 3/1/2026 | | | 5/1/2023 | 24,476 | 12,238 on 3/1/2026; 12,238 on 3/1/2027 | | | 5/1/2023 | 23,007 | 11,503 on 3/1/2026; 11,504 on 3/1/2027 | | | 3/1/2024 | 18,579 | 6,193 on 3/1/2026; 6,193 on 3/1/2027; 6,193 on 3/1/2028 | | | 3/1/2024 | 21,738 | 7,246 on 3/1/2026; 7,246 on 3/1/2027; 7,246 on 3/1/2028 | | | 3/1/2025 | 181,347 | 45,336 on 3/1/2026; 45,337 on 3/1/2027; 45,337 on 3/1/2028; 45,337 on 3/1/2029 | | | 3/1/2025 | 161,399 | 40,349 on 3/1/2026; 40,350 on 3/1/2027; 40,350 on 3/1/2028; 40,350 on 3/1/2029 | | | Total | 436,212 | | | Mr. Giles | 5/1/2023 | 2,914 | 2,914 on 3/1/2026 | | | 5/1/2023 | 2,739 | 2,739 on 3/1/2026 | | | 3/1/2024 | 6,351 | 3,175 on 3/1/2026; 3,176 on 3/1/2027 | | | 3/1/2024 | 7,017 | 3,301 on 3/1/2026; 3,716 on 3/1/2027 | | | 3/1/2025 | 97,853 | 20,133 on 3/1/2026; 25,907 on 3/1/2027; 25,906 on 3/1/2028; 25,907 on 3/1/2029 | | | 3/1/2025 | 92,228 | 23,057 on 3/1/2026; 23,057 on 3/1/2027; 23,057 on 3/1/2028; 23,057 on 3/1/2029 | | | Total | 209,102 | |

  53. 2025 Outstanding Equity Awards at Fiscal Year-End

    The value was calculated using the closing market price of our Class A Common Shares on December 31, 2025 ($3.99 per share). (3) Reflects the number of PBRSUs which are unearned or unvested and reported assuming target performance as of December 31, 2025. Mr. Symson's award has a performance period that commenced January 1, 2023, and ends on December 31, 2027. The actual RSUs credited, if any, to Mr. Symson after the end of the performance period vest fully on December 31, 2027. All other named executive officer awards have a performance period that commenced on January 1, 2025 and ends on December 31, 2027. The actual RSUs credited, if any, to all other named executive officers after the end of the performance period vest fully on March 1, 2028.

  54. 2025 Stock Vested

    2025 Stock Vested The following table sets forth information for each named executive officer with respect to the vesting of restricted share units during 2025.

  55. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Symson | 252,946 | 409,773 | | Mr. Combs | 65,532 | 106,162 | | Mr. Lawlor | 62,356 | 1,199,795 | | Ms. Tomlin | 49,704 | 80,520 | | Mr. Giles | 20,916 | 509,180 |

  56. 2025 Stock Vested

    (1) Represents the product of the number of shares of stock covered by the restricted share units that vested and the closing price per share of stock on the vesting date.

  57. 2025 Pension Benefits

    2025 Pension Benefits The following table sets forth information regarding the pension benefits for each named executive officer.

  58. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Mr. Symson | Scripps Pension Plan | 7.33 | 156,425 | — | | | SERP | 7.33 | 101,629 | — | | Mr. Combs | Scripps Pension Plan | — | — | — | | | SERP | — | — | — | | Mr. Lawlor | Scripps Pension Plan | 15.83 | 508,876 | — | | | SERP | 15.83 | 873,922 | — | | Ms. Tomlin | Scripps Pension Plan | — | — | — | | | SERP | — | — | — | | Mr. Giles | Scripps Pension Plan | 5.08 | 179,161 | — | | | SERP | 5.08 | 34,265 | — |

  59. 2025 Pension Benefits

    The number of years of credited service and the present value of accumulated benefit are calculated as of December 31, 2025. The present value of accumulated benefit was calculated using the same assumptions included in the 2025 Annual Report, except that (i) no pre-retirement decrements were assumed, and (ii) a single retirement age of 62 was used instead of retirement decrements. The Company froze the accrual of credited service (but not vesting service) in the pension plan and SERP effective June 30, 2009, and froze all compensation accruals after 2014. Mr. Combs and Ms. Tomlin do not participate in these plans since they were hired after the freeze dates. All the eligible named executive officers are fully vested in their benefits.

  60. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table sets forth information regarding the nonqualified deferred compensation for each named executive officer as of December 31, 2025.

  61. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Mr. Symson | 636,136 | 95,709 | 667,237 | — | 4,850,816 | | Mr. Combs | 119,106 | 33,281 | 50,344 | — | 393,782 | | Mr. Lawlor | — | — | 737,172 | — | 4,837,665 | | Ms. Tomlin | 26,714 | 15,583 | 51,639 | — | 351,062 | | Mr. Giles | 27,458 | 16,017 | 124,518 | — | 786,165 |

  62. 2025 Nonqualified Deferred Compensation

    (1) Represents the base salary and short-term incentive deferred by each named executive officer during 2025. The deferrals are included in the amounts reflected in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the "2025 Summary Compensation Table." (2) Represents the matching contributions made under the Executive Deferred Compensation Plan. The matching contribution is included in the "All Other Compensation" column of the "2025 Summary Compensation Table." (3) The aggregate balance as of December 31, 2025, for each named executive officer includes the following amounts that were previously earned and reported as compensation in the summary compensation table for the years 2006 through 2024:

  63. 2025 Nonqualified Deferred Compensation

    | Name | Base Deferred ($) | Bonus Deferred ($) | Matching Contributions ($) | | Mr. Symson | 1,075,896 | 906,522 | 528,265 | | Mr. Combs | 69,230 | 41,054 | 56,011 | | Mr. Lawlor | 521,939 | 2,524,676 | 222,867 | | Ms. Tomlin | 41,268 | 55,888 | 56,677 | | Mr. Giles | — | — | — |

  64. Description of Nonqualified Deferred Compensation Plan

    Description of Nonqualified Deferred Compensation Plan Our named executive officers are eligible to defer up to 50 percent of their pre-tax base salary and up to 100 percent of their pre-tax short-term incentive compensation under the terms of the Executive Deferred Compensation Plan. The plan is available to a select group of highly compensated employees and is unfunded and unsecured. Our named executive officers are also entitled to a matching credit on base salary deferrals equal to 100 percent on the first 1 percent of base salary (in excess of the applicable Internal Revenue Code limit) and short-term incentive deferrals, plus 50 percent on the next 5 percent of those deferrals. Under the Transition Credit Plan, “excess” age and service credits were made on behalf of named executive officers whose pension benefit service was frozen. Payments from the Executive Deferred Compensation Plan are made in cash at certain future dates specified by participants or upon earlier termination of employment or death. Payments are made in the form of a lump sum or in monthly installments of 5, 10 or 15 years, as elected by the participants. Payments are automatically accelerated and paid in a lump sum in the event of a termination of employment within two years following a change in control of the Company. Payments from the Transition Credit Plan, which was in effect from 2011 to 2015, are made in cash as a single lump sum six months following termination of employment. The deferred compensation is credited with earnings, gains and losses in accordance with deemed investment elections made by participants from among various crediting options established by the Company from time to time. Participants are permitted to change their deemed investment elections daily. For 2025, the investment options tracked returns under publicly available and externally managed investment funds such as mutual funds.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has entered into agreements and maintains plans and arrangements that require it to pay or provide compensation and benefits to the named executive officers in the event of certain terminations of employment or a change in control. The estimated amount payable or provided to each of these executives in each situation is summarized below. These estimates are based on the assumption that the various triggering events occurred on the last day of 2025, along with other material assumptions noted below. The actual amounts that would be paid to these executives upon termination or a change in control can only be determined at the time the actual triggering event occurs. The amount of compensation and benefits described below does not take into account compensation and benefits that a named executive officer has earned prior to the applicable triggering event, such as the 2025 annual incentive payouts, equity awards that had previously vested in accordance with their terms, or vested benefits otherwise payable under the retirement plans and programs (unless those benefits are enhanced or accelerated). Please refer to the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” for the amount of the 2025 annual incentive payout, the “2025 Stock Vested” table for a summary of each named executive officer’s vested equity awards, the “2025 Pension Benefits” table for a summary of each named executive officer’s vested pension benefit, and the “2025 Nonqualified Deferred Compensation” table for a summary of each named executive officer’s deferred compensation balance.

  66. Potential Payments Upon Termination or Change in Control

    | Name and Triggering Event | Cash Severance Payment ($)(1) | Incremental Retirement Plan Benefit ($)(2) | Welfare and Other Benefits ($)(3) | Stock Awards ($)(4) | Total ($)(5) | | Mr. Symson | | | | | | | • Voluntary termination | — | — | — | — | — | | • Involuntary termination without cause | 6,750,000 | — | 19,399 | 12,129,795 | 18,899,194 | | • CIC | — | — | — | 13,240,743 | 13,240,743 | | • Involuntary or good reason termination after a CIC | 6,750,000 | — | 4,399 | — | 6,754,399 | | • Death | 1,350,000 | — | 4,399 | 12,129,795 | 13,484,194 | | • Disability | 1,350,000 | — | 4,399 | 12,129,795 | 13,484,194 | | Mr. Combs | | | | | | | • Voluntary termination | — | — | — | — | — | | • Involuntary termination without cause | 1,360,000 | — | 797 | 2,464,320 | 3,825,117 | | • CIC | — | — | — | 2,464,320 | 2,464,320 | | • Involuntary or good reason termination after a CIC | 2,720,000 | — | 1,594 | — | 2,721,594 | | • Death | 800,000 | — | — | 2,464,320 | 3,264,320 | | • Disability | 800,000 | — | — | 2,464,320 | 3,264,320 | | Mr. Lawlor | | | | | | | • Voluntary termination(6) | — | 78,681 | — | 2,021,502 | 2,100,183 | | • Involuntary termination without cause | 1,428,000 | 78,681 | 1,680 | 2,021,502 | 3,529,863 | | • CIC | — | 167,046 | — | 4,088,861 | 4,255,907 | | • Involuntary or good reason termination after a CIC | 2,856,000 | 78,681 | 3,360 | — | 2,938,041 | | • Death | 840,000 | — | — | 4,088,861 | 4,928,861 | | • Disability | 840,000 | 78,681 | — | 4,088,861 | 5,007,542 | | Ms. Tomlin | | | | | | | • Voluntary termination(6) | — | — | — | — | — | | • Involuntary termination without cause | 1,147,500 | — | 2,038 | 1,740,486 | 2,890,024 | | • CIC | — | — | — | 3,807,845 | 3,807,845 | | • Involuntary or good reason termination after a CIC | 2,295,000 | — | 4,076 | — | 2,299,076 | | • Death | 675,000 | — | — | 3,807,845 | 4,482,845 | | • Disability | 675,000 | — | — | 3,807,845 | 4,482,845 | | Mr. Giles | | | | | | | • Voluntary termination(6) | — | 651 | — | 834,317 | 834,968 | | • Involuntary termination without cause | 892,500 | 651 | 1,506 | 834,317 | 1,728,974 | | • CIC | — | 651 | — | 2,901,676 | 2,902,327 | | • Involuntary or good reason termination after a CIC | 1,785,000 | 651 | 3,011 | — | 1,788,662 | | • Death | 525,000 | — | — | 2,901,676 | 3,426,676 | | • Disability | 525,000 | 651 | — | 2,901,676 | 3,427,327 |

  67. Potential Payments Upon Termination or Change in Control

    Amounts listed under “Cash Severance Payment” are payable in a lump sum under the terms of the named executive officer’s employment agreement (Mr. Symson only), or the Executive Severance and Change in Control Plan, as applicable. (2) Represents the actuarial present value of continued pension benefits, calculated using the pension plan’s provisions for a lump sum payment on January 1, 2026, a discount rate of 5.47 percent for the qualified plan and 5.35 percent for the nonqualified plan and the IRS’s required funding mortality. (3) Amounts listed under “Welfare and Other Benefits” include premiums for continued medical, dental and vision insurance. Mr. Symson’s amount reflected for an involuntary termination without cause also includes financial planning services for one year. (4) Represents the product of (i) the number of restricted share units outstanding as of December 31, 2025, multiplied by (ii) $3.99 (i.e., the closing market price on December 31, 2025). For Mr. Symson, also includes his One-Time Award (which is prorated upon a termination without cause or resignation for good reason), with his performance-based award reported assuming target performance. Please refer to "2025 Outstanding Equity Awards at Fiscal Year-End" table for more detail. (5) Represents the total payout under each termination category. Equity awards vest in full on retirement. Mr. Lawlor and Mr. Giles are retirement eligible.

  68. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For our 2025 fiscal year: • The median of the annual total compensation of all of our employees, excluding the Chief Executive Officer, was estimated to be $73,489; • The annual total compensation of our Chief Executive Officer was $7,239,619 which, as described below, represents the sum of the compensation earned by Mr. Symson for the year; and • The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was estimated to be 98.51 to 1. In determining the pay ratio information provided above, we first identified our median employee for the 2025 fiscal year by using the following methodology, assumptions, adjustments and estimates, as permitted by Item 402(u) of Regulation S-K: • We selected December 1, 2025, as the date upon which we would identify our median employee, and, from our tax and payroll records, we compiled a list of all full-time, part-time, temporary and seasonal employees who were employed on that date, excluding employees working outside of the U.S. We used total cash compensation during the 2025 fiscal year as a consistently applied compensation measure to identify our median employee from the employees on the list. For this purpose, we define total cash compensation as the sum of base wages and annual incentives payable in cash during the fiscal year. We did not annualize the total cash compensation of any permanent employees who were employed for less than the full 2025 fiscal year. Once our median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of our named executive officers, as reported in the "2025 Summary Compensation Table". The estimated $73,489 annual total compensation of our median employee, as reported above, includes $71,093 in base wages and $2,397 in all other compensation (consisting of all matching contributions made under the Company's 401(k) plan) provided to the median employee with respect to fiscal year 2025. It should be noted that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee, to calculate the median employee’s annual total compensation and to estimate the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  69. Pay Versus Performance

    Pay Versus Performance The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which requires that we, among other things, report the amount of “compensation actually paid” to our named executive officers. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year. The guiding principles of our compensation philosophy are that pay should align with and support our strategic business goals and that compensation opportunities should align with the long-term interests of our shareholders. Please refer to the Compensation Discussion and Analysis section of this proxy statement for details regarding how the Compensation & Talent Management Committee links the compensation paid to our named executive officers to our corporate performance.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total Compensation for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total Compensation for Other NEOs | Average Compensation Actually Paid to Other NEOs(3) | SSP Cumulative TSR(4) | Peer Group Cumulative TSR(4) | Net Income(5) (,000) | Company Selected Performance Measure - Operating Cash Flow(6) (,000) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $7,239,619 | $8,663,604 | $2,682,796 | $2,732,876 | 26.08 | 115.07 | $(28.5) | $309.3 | | 2024 | $4,350,651 | ($2,483,597) | $2,315,574 | $1,386,214 | 14.45 | 107.27 | $146.2 | $563.9 | | 2023 | $5,314,784 | $290,140 | $2,261,338 | $1,901,442 | 52.24 | 73.36 | $(947.8) | $376.3 | | 2022(1) | $15,043,797 | $10,684,978 | $1,759,657 | $1,060,379 | 86.26 | 58.55 | $195.9 | $590.7 | | 2021 | $7,353,669 | $9,463,550 | $2,016,104 | $2,387,599 | 126.55 | 100.93 | $122.7 | $574.9 |

  71. Pay Versus Performance

    (1) Without consideration of the One-Time Award granted August 2, 2022, the amounts shown in column (b) and (c) would be: (b) $6,635,681 and (c) $2,768,986. (2) Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair market value of stock awards reported in the Stock Award column of the SCT (“Stock Awards”), (ii) subtracting the actuarial present value of the accumulated benefit under the defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), and (iii) adding the change in fair value of stock awards for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and assuming the probable level of achievement for the applicable performance goals as of the end of the relevant year. The following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Mr. Symson is included as the CEO for each year in columns (b) and (c).

  72. Pay Versus Performance

    | Year | SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Subtract Change in Pension Value as Described Each Year in the SCT | Add Change in Fair Value of Awards(i) | Add Service and Prior Service Cost for Pension Plans(ii) | CAP for CEO | | 2025 | $7,239,619 | ($3,945,077) | ($24,677) | $5,393,739 | $0 | $8,663,604 | | 2024 | $4,350,651 | ($1,203,659) | $0 | ($5,630,589) | $0 | ($2,483,597) | | 2023 | $5,314,784 | ($2,487,690) | ($26,226) | ($2,510,728) | $0 | $290,140 | | 2022 | $15,043,797 | ($12,816,347) | $0 | $8,457,528 | $0 | $10,684,978 | | 2021 | $7,353,669 | ($3,869,769) | $0 | $5,979,650 | $0 | $9,463,550 |

  73. Pay Versus Performance

    (i)

  74. Pay Versus Performance

    | Change in Fair Value | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | Year-Over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the End of the Covered Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years Vested in the Covered Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change In Fair Value of Stock Awards for CEO | | 2025 | $3,945,077 | $1,858,276 | ($149,238) | ($260,376) | $0 | $5,393,739 | | 2024 | $779,631 | ($5,473,375) | ($936,845) | $0 | $0 | ($5,630,589) | | 2023 | $2,346,711 | ($4,601,137) | ($171,816) | ($84,486) | $0 | ($2,510,728) | | 2022 | $10,531,582 | ($1,927,772) | $481,470 | ($627,752) | $0 | $8,457,528 | | 2021 | $4,356,923 | $1,035,150 | $587,577 | $0 | $0 | $5,979,650 |

  75. Pay Versus Performance

    (ii) The Pension Plan is a frozen plan. Therefore, it does not incur a service cost. (3) CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for each of the applicable years. The non-CEO named executive officers included in the average for each year in columns (d) and (e) were: 2025: Mr. Combs, Mr. Lawlor, Ms. Tomlin and Mr. Giles 2024: Mr. Combs, Ms. Knutson, Mr. Lawlor and Ms. O'Brian 2023: Mr. Combs, Ms. Knutson, Mr. Lawlor and Ms. Tomlin 2022: Mr. Combs, Ms. Knutson, Mr. Lawlor and Mr. Appleton 2021: Mr. Combs, Ms. Knutson, Mr. Lawlor, Mr. Appleton and Ms. Tomlin

  76. Pay Versus Performance

    | Year | Average SCT Total | Subtract Average Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Subtract Average Change in Pension Value as Disclosed Each Year in the SCT | Add Average Change in Fair Value of Stock Awards(i) | Add Average Service and Prior Service Cost for Pension Plans(ii) | Average CAP for Other Named Executive Officers | | 2025 | $2,682,796 | ($1,464,716) | ($28,269) | $1,543,065 | $0 | $2,732,876 | | 2024 | $2,315,574 | ($233,566) | $0 | ($695,794) | $0 | $1,386,214 | | 2023 | $2,261,338 | ($889,943) | ($32,018) | $562,066 | $0 | $1,901,442 | | 2022 | $1,759,657 | ($774,060) | $0 | $74,782 | $0 | $1,060,379 | | 2021 | $2,016,104 | ($653,028) | $0 | $1,024,523 | $0 | $2,387,599 |

  77. Pay Versus Performance

    | Average Change in Fair Value | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | Year-Over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the End of the Covered Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years Vested in the Covered Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change In Fair Value of Stock Awards for Other Named Executive Officers | | 2025 | $1,457,234 | $146,483 | ($26,258) | ($34,394) | $0 | $1,543,065 | | 2024 | $83,975 | ($259,587) | ($520,182) | $0 | $0 | ($695,794) | | 2023 | $839,509 | ($223,830) | ($28,423) | ($25,190) | $0 | $562,066 | | 2022 | $412,574 | ($335,643) | $89,716 | ($91,865) | $0 | $74,782 | | 2021 | $704,297 | $183,990 | $136,236 | $0 | $0 | $1,024,523 |

  78. Pay Versus Performance

    The Pension Plan is a frozen plan. Therefore, it does not incur a service cost. (4) Company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our Class A Common Stock on December 31, 2020, assuming reinvestment of all dividends, through the end of the covered fiscal year. The Company TSR reflected in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the NASDAQ US Benchmark Media TSR on December 31, 2020, assuming reinvestment of all dividends, through the end of the covered fiscal year. (5) The following table provides a list of the most important financial performance measures used by the Company to link CAP to Company performance for the most recently completed fiscal year.

  79. Pay Versus Performance

    | Operating Cash Flow | | Revenue | | Relative TSR |

  80. Pay Versus Performance

    Of the goals listed, the Company considers Operating Cash Flow to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to Company performance and therefore includes it as the Company-Selected Measure in the table above. For the definition of Operating Cash Flow, please see page 46 of this proxy statement. The three graphs appearing on the following pages illustrate the relationship between CAP and the various performance metrics listed in the Pay versus Performance Table. Required Supplemental Graphs Showing Relationship Between: CAP, Company TSR and Peer Group TSR CAP and Net Income CAP and Operating Cash Flow

  81. 2025 Director Compensation

    2025 Director Compensation The following table sets forth information regarding the compensation paid in 2025 to non-employee directors.

  82. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Marcellus W. Alexander, Jr | 90,000 | 146,890 | 236,890 | | Charles L. Barmonde | 90,000 | 146,890 | 236,890 | | Kelly P. Conlin | 100,000 | 146,890 | 246,890 | | Raymundo H. Granado, Jr | 90,000 | 146,890 | 236,890 | | John W. Hayden | 104,000 | 146,890 | 250,890 | | Monica O. Holcomb | 90,000 | 146,890 | 236,890 | | Burton F. Jablin | 90,000 | 146,890 | 236,890 | | Nishat A. Mehta | 90,000 | 146,890 | 236,890 | | Leigh B. Radford | 90,000 | 146,890 | 236,890 | | Kim Williams | 236,000 | 146,890 | 382,890 |

  83. 2025 Director Compensation

    (1) Represents the aggregate grant date fair value of restricted share unit awards granted in 2025, as determined in accordance with FASB ASC Topic 718. See footnote 16 of our 2025 Annual Report for the assumptions used in the valuation of these awards. The value was calculated using the closing market price of our Class A Common Shares on February 28, 2025 ($1.62). Beginning in 2025, the Compensation & Talent Management Committee approved using the 30-day average grant price up to and including March 1st to align with the annual management grant pricing strategy. The following is a summary of the outstanding restricted share unit awards held by each non-employee director as of December 31, 2025.

  84. 2025 Director Compensation

    | Name | Aggregate Number of Restricted Share Unit Awards (#) | | Mr. Alexander | 90,673 | | Mr. Barmonde | 90,673 | | Mr. Conlin | 90,673 | | Mr. Granado | 90,673 | | Mr. Hayden | 90,673 | | Ms. Holcomb | 90,673 | | Mr. Jablin | 90,673 | | Mr. Mehta | 90,673 | | Ms. Radford | 90,673 | | Ms. Williams | 90,673 |

  85. Description of Director Compensation Program

    Description of Director Compensation Program The Company’s director compensation program is designed to enhance its ability to attract and retain highly qualified directors and to align their interests with the long-term interests of its shareholders. The program includes a cash component, which is designed to compensate non-employee directors for their service on the Board and an equity component, which is designed to align the interests of non-employee directors and shareholders. The Company also provides certain other benefits to non-employee directors, which are described below. Directors who are employees of the Company receive no additional compensation for their service on the Board. The Committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. As part of this annual review, the Committee considers the significant time commitment and skill level required by each non-employee director in serving on the Board and its various committees. The Committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program. Effective May 5, 2025, as a result of a benchmark study by our independent compensation consultant and in an effort to be competitive within our peer group and with industry practices, the Board increased the amount of the annual equity retainer from $150,000 to $175,000.