SCHEDULE: Sinclair's Scripps Merger Bid Rejected, Company Pursues Standalone Plan

The E.W. Scripps Company has rejected Sinclair, Inc.'s acquisition proposal, opting to execute its standalone strategic plan despite a significant premium offer.

Summary

• Sinclair, Inc. (the "Reporting Person") beneficially owns 7,625,401 shares of The E.W. Scripps Company's Class A Common Stock, representing 9.9% of the class.
• Sinclair has continued to express its willingness to engage with Scripps on a proposed combination, but Scripps has refused, stating a preference for its standalone plan.
• Sinclair's last proposal to Scripps represented a premium of more than 240% over Scripps' unadjusted share price.
• The cash portion of Sinclair's proposal alone represented a 32.7% premium over Scripps' unadjusted share price.
• Scripps' board of directors unanimously rejected Sinclair's unsolicited acquisition proposal submitted on November 24, 2025, after careful review and consultation with advisors.
• Scripps' board determined that Sinclair's offer was not in the best interests of Scripps and its shareholders, employees, and communities.
• Sinclair believes its proposal is attractive to Scripps shareholders and, at a minimum, is worthy of engagement.
• Sinclair's strategic review of its Broadcast business and work related to the separation of Ventures will continue as it evaluates options.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the outright rejection of a significant acquisition proposal by Scripps, despite Sinclair's persistent efforts and attractive premium. While Sinclair states it will evaluate options, the immediate outcome is a setback for the proposed combination.

Positives

• Sinclair's proposal offered a substantial premium of over 240% to Scripps' unadjusted share price, with the cash portion alone at a 32.7% premium, which Sinclair believes is attractive to Scripps shareholders.
• Sinclair emphasizes that a combination would unlock substantial and enduring value for shareholders, strengthen local journalism, and position the combined company for long-term success.
• Sinclair has flexibility to enhance its proposal to address issues like valuation, cash consideration, post-combination leadership, and governance.

Negatives

• The E.W. Scripps Company has refused to engage with Sinclair regarding the proposed combination, opting instead to execute its standalone plan.
• Scripps' board unanimously rejected Sinclair's unsolicited acquisition proposal, determining it was not in the best interests of the company and its shareholders.
• The rejection means Scripps shareholders will not immediately realize the significant premium offered by Sinclair's proposal.

Risks

• Challenging macro trends in the television broadcasting industry.
• Increasing competition from Big Tech.
• The potential for Scripps' standalone plan to underperform compared to the value offered by Sinclair's acquisition proposal.

Future Outlook

Sinclair will continue its strategic review of its Broadcast business and work related to the separation of Ventures, while evaluating its options regarding Scripps. Scripps intends to continue focusing on driving value through the execution of its standalone strategic plan.

Management Comments

• "Over the last few weeks, Sinclair has continued to reinforce to Scripps its willingness to engage on a proposed Sinclair-Scripps combination. Scripps has refused the invitations to speak with its single largest shareholder and instead has stated its preference to execute its standalone plan."
• "Our last proposal to Scripps represents a premium of more than 240% over Scripps unadjusted share price, while the cash portion alone represents a 32.7% premium over the unadjusted share price. We believe this proposal is attractive to Scripps shareholders and, at a minimum, is worthy of engagement."
• "As we evaluate our options, the previously announced strategic review of Sinclairs Broadcast business and work related to the separation of Ventures will continue. Our Board and management team are committed to unlocking the full potential of both businesses and driving continued value creation for all Sinclair shareholders."
• Christopher S. Ripley (CEO & President, Sinclair, Inc.): "While we are disappointed that the Board rejected our proposal without any engagement and without sharing which elements of our proposal it did not find attractive, we would rather focus on a constructive path forward."
• Christopher S. Ripley (CEO & President, Sinclair, Inc.): "Sinclair, Inc. (Sinclair) has flexibility to enhance its proposal to address any issues that may be important to the Board, including valuation, the amount of cash consideration per share, postcombination leadership arrangements, governance, and any other key elements that bear on long-term stewardship and value."
• Christopher S. Ripley (CEO & President, Sinclair, Inc.): "Given challenging macro trends in the television broadcasting industry and increasing competition from Big Tech, broadcasters need strength and scale to create shareholder value in the long run."
• Adam Symson (The E.W. Scripps Company): "The E.W. Scripps Company's (Scripps) board of directors has determined that the continued focus on driving value through the execution of the company's strategic plan is in the best interests of Scripps and all of its shareholders as well as Scripps employees and the many communities and audiences it serves across the United States."
• Adam Symson (The E.W. Scripps Company): "The Scripps board remains open to evaluating all opportunities presented to the company to enhance shareholder value and is committed to acting in the best interests of Scripps and all of its constituents."

Industry Context

The filing highlights the challenging macro trends in the television broadcasting industry and increasing competition from Big Tech, which Sinclair believes necessitates strength and scale through combinations to create long-term shareholder value. This suggests a broader industry pressure for consolidation to combat market shifts and competitive threats.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess the proposed acquisition or Scripps' standalone plan against global benchmarks. It only states the premium offered by Sinclair relative to Scripps' unadjusted share price.

Stakeholder Impact

• **Shareholders (Scripps):** Missed opportunity to realize a significant premium on their shares from Sinclair's proposal; future value dependent on the success of Scripps' standalone plan.
• **Shareholders (Sinclair):** Uncertainty regarding the outcome of their investment in Scripps and the potential for a strategic combination; continued commitment to unlocking value in their own businesses.
• **Employees (Scripps):** Continued employment under the existing Scripps structure, with potential implications from the standalone plan's execution.
• **Communities and Audiences (Scripps):** Continued service under Scripps' current operational model, with a stated commitment to local journalism.

Next Steps

• Sinclair, Inc. will continue its strategic review of its Broadcast business.
• Sinclair, Inc. will continue work related to the separation of its Ventures business.
• Sinclair, Inc. will evaluate its options regarding The E.W. Scripps Company.
• The E.W. Scripps Company will continue to focus on executing its standalone strategic plan.

Key Dates

Recommendation

For Scripps, the rejection of a substantial premium offer creates uncertainty. While management is committed to a standalone plan, the market will need to see strong execution to justify foregoing the premium. For Sinclair, the path forward for a combination is unclear, and they are evaluating options. Therefore, a 'hold' recommendation is appropriate for both companies as investors await further clarity on Scripps' standalone performance and Sinclair's next strategic moves.

Keywords

Sinclair Inc., E.W. Scripps Company, Merger Proposal, Acquisition, Schedule 13D, Broadcast Industry, Shareholder Value, Corporate Governance, Media Company