Capital Stock and Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2025

Capital Stock and Share-Based Compensation Plans

Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.

On January 7, 2021, we issued 6,000 shares of Series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). In 2023, the dividend rate for the preferred shares was 8% per annum and preferred stock dividends declared and paid were $48.0 million. As of June 30, 2023, we had transitioned into an accumulated deficit position. As a result, dividends declared after June 30, 2023 have been recognized as a reduction to additional paid-in-capital.

Following our election to defer the first quarter 2024 dividend payment, the dividend rate on the preferred shares increased to 9% per annum and will continue at that rate for the remaining period of time that the preferred shares are outstanding. We did not declare or provide payment for the preferred stock dividend in any of the 2025 or 2024 quarters. As of December 31, 2025, aggregated undeclared and unpaid cumulative dividends totaled $117 million and the redemption value of the preferred stock totaled $750 million.

Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. The warrant is exercisable at the holder’s option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding.

Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion. Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed. No shares were repurchased during 2025, 2024 or 2023.

Shareholder Rights Plan — In November 2025, our Board of Directors approved a limited-duration shareholder rights plan and declared a dividend of one right for each outstanding Class A Common share and Common Voting share of the Company to shareholders of record on December 8, 2025. Initially, the rights are not exercisable and will trade with the Class A Common shares and Common Voting shares, respectively. The rights plan expires on November 26, 2026.

In general, the rights become exercisable following a public announcement that a person acquires 10% or more of the outstanding Class A Common shares of stock. If the rights are exercised, each holder (except the acquiring person) will have the right to purchase, at the exercise price, additional Class A Common shares at a 50% discount to the then-current market price. In addition, if Scripps is acquired in a merger or other business combination after an unapproved party acquires more than 10% of the outstanding Class A Common shares, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock at a 50% discount. The plan also provides for exceptions and additional terms for other certain situations and circumstances. There is currently no impact to our Consolidated Financial Statements.

Incentive Plans — The Company has a long-term incentive plan (the “Plan”) that permits the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs"), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors.

We satisfy stock option exercises and vested stock awards with newly issued shares. We have not issued any new stock options since 2008. As of December 31, 2025, approximately 10.9 million shares were available for future stock compensation awards.

Restricted Stock Units — Awards of RSUs generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share, including receiving stock dividend equivalents. There are no post-vesting restrictions on awards granted to employees and non-employee directors.

Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded.

The following table summarizes our RSU activity:


		Fair Value
	Number of Shares	Weighted Average		Range of Prices

Unvested at December 31, 2022	3,048,285	$	18.57	$ 9-23
Awarded	1,938,617	8.46		7-8
Vested	(1,224,417)	11.61		5-15
Forfeited	(46,570)	15.26		8-23
Unvested at December 31, 2023	3,715,915	13.11		7-23
Awarded	2,204,557	3.90		4-8
Vested	(1,541,364)	3.87		2-9
Forfeited	(77,195)	8.51		4-23
Unvested at December 31, 2024	4,301,913	8.22		4-23
Awarded	16,520,691	1.66		2-2
Vested	(2,544,086)	2.20		1-5
Forfeited	(261,026)	2.52		2-22
Unvested at December 31, 2025	18,017,492	2.46		2-22

The following table summarizes additional information about RSU vesting:


	For the years ended December 31,
(in thousands)	2025		2024		2023

Fair value of RSUs vested	$	5,597	$	5,929	$	14,171
Tax benefits realized on vesting	1,354		1,440		3,409

Share-based Compensation Costs

Share-based compensation costs were as follows:


	For the years ended December 31,
(in thousands)	2025		2024		2023

Total share-based compensation	$	18,199	$	15,177	$	20,490


Share-based compensation, net of tax	13,797		11,492		15,560

As of December 31, 2025, $20.4 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.7 years.