SCHEDULE: Gabelli Group Boosts E.W. Scripps Stake, Eyes Board Seats

Gabelli-affiliated entities have increased their beneficial ownership in E.W. Scripps Co. Class A Common Stock to 5.70% and are evaluating potential actions to enhance shareholder value, including re-examining director nominations.

Summary

• Reporting Persons, including various Gabelli-affiliated entities, have increased their beneficial ownership in E.W. Scripps Co. Class A Common Stock.
• The aggregate beneficial ownership now stands at 4,383,703 shares, representing 5.70% of the 76,869,408 Class A Common Stock outstanding as of September 30, 2025.
• Approximately $1,656,713 was used to purchase additional securities since the last filing, primarily from investment advisory client funds.
• The reporting persons are evaluating potential actions to assist shareholders in assessing value and reviewing opportunities to enhance shareholder value.
• This includes re-examining individuals previously nominated for the Issuer's Board of Directors in 2018, ahead of the February 4, 2026 nomination deadline.
• No firm determination or commitment has been made regarding director nominations, and no offers, proposals, negotiations, or agreements currently exist.
• E.W. Scripps Co. operates with a dual-class capital structure, where Class A Common Stockholders have limited voting rights, primarily for electing a minority of directors.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development for Class A shareholders, as a prominent activist investor group is actively seeking to unlock value, potentially leading to strategic changes or improved governance.

Positives

• Increased beneficial ownership by a group of investment firms, potentially signaling confidence in the company's long-term value.
• The reporting persons are actively evaluating opportunities to enhance shareholder value, which could lead to positive changes for investors.
• The group's prior attempt to nominate directors in 2018 indicates a history of engagement aimed at improving corporate governance or strategic direction.

Negatives

• The previous attempt by GAMCO to nominate directors in 2018 was unsuccessful, suggesting potential resistance from current management or voting shareholders.
• The Class A Common Stock has limited voting rights, which could hinder the reporting persons' ability to effect significant change without support from Common Voting Stock holders.
• The stock price at the time of the 2018 annual meeting was approximately $9.31, which is significantly higher than the recent purchase prices (ranging from $3.3396 to $3.9600), indicating a substantial decline in value since their last activist attempt.

Risks

• The dual-class capital structure limits the influence of Class A Common Stockholders, potentially making it difficult for the reporting persons to implement desired changes.
• There is no guarantee that the reporting persons' efforts to enhance shareholder value or nominate directors will be successful.
• Activist campaigns can be costly and time-consuming, potentially diverting resources without yielding the desired outcomes.

Future Outlook

The reporting persons are currently evaluating all options to assist shareholders in assessing value and enhancing shareholder value. This includes re-examining individuals for potential director nominations, but no determination or commitment has been made.

Industry Context

StockSavvy.ai notes that increased activist investor interest, particularly from established groups like Gabelli, often signals a belief that a company's assets are undervalued or that operational improvements are possible. In the media industry, which has faced significant disruption and consolidation, such activism can push for strategic shifts, asset sales, or improved capital allocation to unlock value. The dual-class structure of E.W. Scripps Co. presents a common challenge for Class A shareholders seeking influence, as voting control often rests with holders of the Common Voting Stock.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if activist efforts are successful; increased scrutiny on management.
• Management/Board: Increased pressure to address shareholder concerns and potentially defend against board nominations.
• Employees, Customers, Suppliers, Creditors: No direct immediate impact mentioned, but long-term strategic changes resulting from activism could indirectly affect these groups.

Next Steps

• Reporting persons will continue to evaluate potential actions to assist shareholders in assessing value and reviewing opportunities to enhance shareholder value.
• Reporting persons are re-examining individuals previously nominated for director positions.
• The deadline for director nominations is February 4, 2026.

Key Dates

Recommendation

While the increased stake and activist intent from a reputable group like Gabelli could signal future value creation, the dual-class structure and past unsuccessful nomination attempt introduce significant hurdles. The stock has also seen a substantial decline since the last activist push. Investors should hold to observe the outcome of the current evaluation and potential nomination process before making further investment decisions, as the path to unlocking value may be challenging.

Keywords

E.W. Scripps Co., Class A Common Stock, Schedule 13D, beneficial ownership, activist investor, shareholder value, director nominations, corporate governance, GAMCO, Gabelli, media industry, broadcasting