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8-K2026-04-01· glm-5

SSP · The E.W. Scripps Company

0000832428-26-000014

SEC filing

Summary

The E.W. Scripps Company completed the sale of its WRTV television station to Circle City Broadcasting for $83 million in cash, which triggered a significant disposition filing under SEC rules.

Key takeaways

Full analysis

The E.W. Scripps Company completed the disposition of WRTV, its ABC-affiliated station in Indianapolis, to Circle City Broadcasting for $83 million in cash. While the company explicitly stated it does not consider the transaction material due to it involving a single station, revised SEC rules regarding the comparison of consideration value to market capitalization necessitated the filing as a 'significant' disposition. Consequently, Scripps provided unaudited pro forma condensed consolidated financial statements reflecting the sale's impact as if it had occurred on January 1, 2025.

The pro forma adjustments illustrate the estimated financial impact of the divestiture. The balance sheet reflects an increase in cash and cash equivalents by approximately $81.3 million, representing net proceeds after estimated selling costs of $1.7 million. The transaction resulted in an estimated gain on disposal, which, net of approximately $7.2 million in estimated income tax impacts, contributed to a reduction in the accumulated deficit. The pro forma statement of operations excludes WRTV's historical revenues and expenses, including approximately $12.8 million in advertising revenue and $25.8 million in distribution revenue for the year ended December 31, 2025. An estimated gain on disposal of $27.5 million (net of $7.0 million tax) is reflected in the pro forma adjustments, improving the pro forma net loss attributable to shareholders to $150.4 million compared to the historical loss of $164.5 million.

Strategically, the press release highlights that proceeds from this sale and the recently completed WFTX sale totaling $123 million will be directed toward debt paydown and the purchase of 23 ION-affiliated stations from INYO Broadcast Holdings for approximately $54 million. This acquisition is expected to be immediately accretive to the Scripps Networks division segment profit.