E.W. SCRIPPS Co 8-K

What Happened

• On Feb. 26, 2026, E.W. Scripps filed an 8‑K disclosing (1) the release of its operating results for the quarter and year‑to‑date period ended Dec. 31, 2025 (press release attached as Exhibit 99.1), (2) a new employment agreement with President & CEO Adam P. Symson entered Feb. 24, 2026, and (3) notification to INYO Broadcast Holdings that Scripps has exercised call options to acquire the assets of 23 former ION (INYO) television stations (exercise notified Feb. 24, 2026; press release filed Feb. 25, 2026 as Exhibit 99.2).

Key Details

• CEO employment deal (effective Feb. 24, 2026): initial term through Dec. 31, 2029 with automatic one‑year renewals; term extends two years if a change in control occurs within two years of expiration.
• Symson pay and incentives: base salary of at least $1,400,000; target annual incentive at least 175% of base; 2026 long‑term incentive target of at least $4,700,000 (to be RSUs); up to $20,000/yr for financial planning and other perqs; one‑time attorney fee reimbursement up to $50,000.
• One‑time performance cash award: $10,000,000 grant tied to enterprise EBITDA growth from Jan. 1, 2026–Dec. 31, 2029 with payout schedule—threshold $125M (60%), target $150M (100%), maximum $181.25M+ (150%). Payouts require continued employment and are capped at 100% if a rolling 30‑day average Class A share price of $10.00 is never reached during the period.
• Severance and restrictive covenants: if Scripps terminates other than for cause (or Symson leaves for good reason) pre‑change in control, he’s eligible for 2x base + target incentive, pro‑rated bonus, two years COBRA premium, financial planning reimbursement, and accelerated vesting of most equity awards; non‑compete and non‑solicit covenants apply for 18 months post‑termination (1 year if timely non‑renewal).
• INYO options: Scripps exercised call options on all 23 INYO stations (estimated aggregate purchase price ~ $54 million, but final price depends on closing dates and formulas); each acquisition subject to separate closing, FCC consent and possible ownership‑rule waivers; Scripps may withdraw any exercise prior to closing.

Why It Matters

• The filing combines operational reporting with major strategic and governance moves. Investors should read the attached earnings release for the company’s latest financial performance and metrics for Q4/YTD 2025. The new CEO agreement signals continued leadership continuity and ties substantial compensation to multi‑year EBITDA growth and stock‑price hurdles, which could materially affect future cash obligations and incentives. Exercising options to reacquire up to 23 stations (subject to FCC approvals and timing) could expand Scripps’ owned‑station footprint in key markets and have revenue/cost implications once closings occur. Review the press releases and the full employment and option agreements (to be filed as exhibits) for complete terms.