SCHEDULE: Scripps Family Group Affirms Governance, Rights Plan

The Scripps family group, holding significant voting power, plans to ratify the company's shareholder rights plan and support director elections at the 2026 annual meeting.

Summary

• This is Amendment No. 15 to the Schedule 13D filing for The E.W. Scripps Company, updating beneficial ownership and voting intentions.
• The Reporting Persons, parties to the Second Amended and Restated Scripps Family Agreement, collectively hold substantial voting power in Class A Common Shares and Common Voting Shares.
• The Reporting Persons met on March 11, 2026, and voted in favor of ratifying the Company's shareholder rights plan, which was adopted on November 25, 2025.
• They also voted in favor of other proposals for the 2026 annual meeting, including the election of directors, and intend to vote all their Common Voting Shares accordingly.
• If the Rights Plan is not ratified at the 2026 annual meeting, it will expire on the date of the meeting; if ratified, it will expire on the earlier of November 26, 2026, or when the Board redeems or exchanges the rights.
• Charles Barmonde, a Reporting Person and director, entered into a Rule 10b5-1 trading plan on March 11, 2026, to potentially sell up to 40,000 Class A Common Shares between September 8, 2026, and September 8, 2027, subject to price targets and market conditions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive update, primarily due to the affirmation of stable corporate governance through the planned ratification of the shareholder rights plan and unified voting by the controlling family group. The Rule 10b5-1 plan is a minor, neutral factor.

Positives

• The Scripps family group's collective decision to ratify the shareholder rights plan indicates a unified approach to corporate governance and stability.
• The planned ratification of the Rights Plan provides a clear framework for protecting shareholder interests against coercive takeover attempts for a defined period.

Negatives

• A director's establishment of a Rule 10b5-1 plan to sell up to 40,000 Class A Common Shares, while a routine personal financial planning tool, could be perceived as a slight negative signal regarding individual insider sentiment, although it is a small percentage of the overall family holdings.

Risks

• If the shareholder rights plan is not ratified at the 2026 annual meeting, it will expire, potentially leaving the company more vulnerable to unsolicited takeover bids.
• The expiration of the Rights Plan on November 26, 2026 (if ratified) or earlier if redeemed/exchanged, means its protective measures are temporary.

Future Outlook

The Scripps family group intends to maintain its unified voting strategy for the upcoming 2026 annual meeting, supporting the ratification of the shareholder rights plan and the election of directors. A director has also established a Rule 10b5-1 plan for potential share sales over the next year, indicating individual liquidity planning.

Management Comments

• The Reporting Persons voted in favor of the ratification of the Rights Plan, as further described in the preliminary proxy statement filed by the Company on March 9, 2026.
• The Reporting Persons also voted in favor of the other matters being submitted by the Company to the shareholders at the 2026 annual meeting, including the election of directors.
• In accordance with the Scripps Family Agreement, the Reporting Persons plan to vote all their Common Voting Shares in favor of each such proposal at the Company's 2026 annual meeting.

Industry Context

StockSavvy.ai notes that this filing primarily concerns internal corporate governance and beneficial ownership within The E.W. Scripps Company, specifically related to the Scripps family's control and voting arrangements. It does not provide information directly relevant to broader industry trends in media or broadcasting, nor does it offer insights into competitive dynamics.

Comparison to Industry Standards

• This filing is an update to a Schedule 13D, which is a standard regulatory disclosure for significant ownership stakes and changes in intent. The existence of a family agreement governing voting is common in companies with a history of family control, such as The New York Times Company (NYT) or Ford Motor Company (F), where founding families often retain significant influence through dual-class share structures or voting agreements.
• Shareholder rights plans (poison pills) are a common defensive measure adopted by boards to deter hostile takeovers, seen across various industries. Their ratification by a controlling shareholder group, as in this case, reinforces existing governance structures rather than introducing new, industry-specific strategies.
• Rule 10b5-1 trading plans are standard practice for insiders to sell shares systematically while avoiding accusations of insider trading, and are widely used across all publicly traded companies.

Corporate Governance

Related Party Transactions

• The filing itself is an update related to the Second Amended and Restated Scripps Family Agreement, dated March 26, 2021, which restricts the transfer and governs the voting of Common Voting Shares among the Reporting Persons (members of the Scripps family and related trusts).

Stakeholder Impact

• Shareholders: The ratification of the Rights Plan could be seen as a protective measure against value-diluting takeovers, potentially benefiting long-term shareholders by preserving the company's independence. However, it also entrenches the existing control structure.
• Board of Directors: The unified voting by the Scripps family group ensures the election of their preferred director candidates, maintaining continuity in board leadership and strategic oversight.

Next Steps

• The E.W. Scripps Company's 2026 annual meeting of shareholders will take place, where the Reporting Persons plan to vote on the ratification of the Rights Plan and the election of directors.
• Charles Barmonde's Rule 10b5-1 Plan will commence on September 8, 2026, allowing for potential sales of Class A Common Shares until September 8, 2027.

Key Dates

Recommendation

The filing primarily provides an update on the beneficial ownership and voting intentions of the controlling Scripps family group, indicating a continuation of existing corporate governance structures and a unified approach to key shareholder decisions. There are no new financial metrics or strategic shifts that would warrant a change in investment thesis. The ratification of the shareholder rights plan reinforces stability, while a director's Rule 10b5-1 plan is a routine personal transaction. Therefore, a 'hold' recommendation is appropriate, reflecting the status quo in governance and ownership.

Keywords

The E.W. Scripps Company, Schedule 13D, beneficial ownership, shareholder rights plan, corporate governance, Scripps Family Agreement, voting intentions, Rule 10b5-1 plan, Class A Common Shares, Common Voting Shares