SCHEDULE: Sinclair Eyes Scripps Merger, Acquires 8.2% Stake

Sinclair, Inc. has acquired an 8.2% stake in The E.W. Scripps Company, signaling intent for a potential combination to create significant shareholder value and address industry challenges.

Summary

• Sinclair, Inc. (the "Reporting Person") has acquired 6,275,204 shares of Class A Common Stock of The E.W. Scripps Company (the "Issuer").
• This represents approximately 8.2% of the Issuer's outstanding Class A Common Stock, calculated based on 76,869,408 shares outstanding as of September 30, 2025.
• The shares were acquired using surplus capital for an aggregate consideration of approximately $15,564,169, including brokerage commissions.
• The acquisition is in contemplation of a possible combination with the Issuer, with Sinclair's board and management having engaged in constructive discussions for several months.
• Sinclair estimates over $300 million in expected annual synergies from the combination, based on public financial information.
• The proposed combination would be structured to require no external financing, maintaining each company's respective debt and preferred capital structures.
• Sinclair believes the transaction could be completed within nine to 12 months after reaching a definitive agreement.

Sentiment

Score: 8

Explanation: The filing presents a strong, positive case for a potential merger, highlighting significant synergies, value creation, and strategic benefits for both companies and their shareholders. The tone is proactive and confident regarding the proposed combination.

Positives

• Potential for significant nearand long-term value creation for shareholders of both companies.
• Estimated annual synergies exceeding $300 million, which could meaningfully reduce the Issuer's leverage.
• Holders of the Issuer's common stock could receive an ownership stake in the combined company estimated to be worth approximately three times the Issuer's average trading price over recent periods.
• The transaction would avoid significant refinancing costs by not requiring external financing.
• Lowering future refinancing risk for the Issuer.
• Enhanced local and national scale to compete successfully for advertising share, critical programming, and distribution economics.
• Strengthened ability for broadcasters to sustain their vital public service role in producing local news.

Risks

• Secular headwinds in the broadcast television industry.
• Intensifying competition with larger-scale big-tech and big-media players, as well as major broadcast groups.
• The potential combination is subject to reaching a definitive transaction agreement, which is not guaranteed.

Future Outlook

Sinclair, Inc. is committed to constructive engagement with The E.W. Scripps Company to reach a definitive transaction agreement for a potential combination. They believe a transaction could be completed within nine to 12 months after an agreement is reached, offering significant value creation and addressing industry challenges through increased scale.

Management Comments

• "The Reporting Person believes a combination offers both nearand long-term value creation for shareholders of each company."
• "The proposed combination would be structured to require no external financing as the combined company would maintain each company's respective debt and preferred capital structures."
• "Recent industry consolidation and intensifying competition reinforce the Reporting Person's view that further scale in the broadcast television industry is essential to address secular headwinds and compete effectively with larger-scale big-tech and big-media players, as well as major broadcast groups."
• "Greater scale will also strengthen broadcasters' ability to sustain their vital public service role in producing local news."
• "The Reporting Person and its financial and legal advisors are committed to constructive engagement with the Issuer toward reaching a definitive transaction agreement."

Industry Context

The broadcast television industry is experiencing consolidation and intensifying competition from larger-scale big-tech and big-media players. Sinclair believes that greater scale is essential to address secular headwinds, compete effectively, and sustain the vital public service role of local news production.

Comparison to Industry Standards

• The filing highlights the need for "further scale in the broadcast television industry" to compete with "larger-scale big-tech and big-media players, as well as major broadcast groups," implying that current scale is insufficient relative to industry leaders.
• It references "prevailing trading multiples" for valuation but does not provide specific comparable companies or projects for a detailed assessment against global benchmarks.

Legal Proceedings

• Sinclair, Inc. has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• To Sinclair's knowledge, none of the directors or executive officers listed on Schedule A have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• Sinclair, Inc. has not been a party to any civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws in the last five years.
• To Sinclair's knowledge, none of the directors or executive officers listed on Schedule A have been a party to any such civil proceeding in the last five years.

Stakeholder Impact

• Shareholders (E.W. Scripps): Potential for significant value creation, with an estimated ownership stake in the combined company worth approximately three times recent average trading prices.
• Shareholders (Sinclair): Potential for nearand long-term value creation through synergies and increased market position.
• Employees/Public: Strengthened ability for broadcasters to sustain their vital public service role in producing local news.

Next Steps

• Continue constructive engagement with The E.W. Scripps Company.
• Work towards reaching a definitive transaction agreement.
• Complete the transaction within nine to 12 months after a definitive agreement is reached.

Key Dates

Recommendation

The filing indicates a strong intent from Sinclair to acquire The E.W. Scripps Company, having already accumulated an 8.2% stake. The proposed combination is framed with significant potential synergies exceeding $300 million annually and an estimated three-fold increase in value for Scripps shareholders based on prevailing multiples. The structure requiring no external financing reduces execution risk. This public disclosure of a potential merger, especially with such a substantial premium indicated, makes The E.W. Scripps Company a strong buy candidate for investors seeking to capitalize on the potential acquisition premium.

Keywords

Sinclair, E.W. Scripps, merger, acquisition, broadcast television, media, common stock, Schedule 13D, corporate combination, synergies, local news, advertising