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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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The E.W. Scripps Company (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
811054402 (CUSIP Number) |
Narinder K. Sahai c/o Sinclair, Inc., 10706 Beaver Dam Road Hunt Valley, MD, 21030 410-568-1500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 811054402 |
| 1 |
Name of reporting person
Sinclair, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,625,401.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percent of class beneficially owned by the Reporting Person was calculated based on 76,869,408 shares of Class A Common Stock, par value $0.01 per share, outstanding as of September 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
The E.W. Scripps Company | |
| (c) | Address of Issuer's Principal Executive Offices:
312 WALNUT STREET, CINCINNATI,
OHIO
, 45202. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") further amends and supplements the Schedule 13D initially filed on November 17, 2025, as amended by Amendment No. 1 filed on November 19, 2025, and by Amendment No. 2 filed on November 24, 2025. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended to include the following:
Sinclair, Inc. (the "Reporting Person") notes that, on November 26, 2025, The E.W. Scripps Company (the "Issuer") announced the adoption of a shareholder rights plan, commonly known as a "poison pill". The Reporting Person believes that the strategic and financial rationale of a potential business combination with the Issuer is indisputable. Given the family control of the Issuer, the only effect of adopting a poison pill is to limit liquidity opportunities available for public shareholders of the Issuer. As requested by the Issuer, the Reporting Person submitted a proposal building upon prior constructive discussions between the parties. The Reporting Person intends to continue to engage with the Issuer in an effort to reach a mutually agreeable transaction that will deliver significant benefits to the Issuer's shareholders and local communities. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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