ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risks may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors.
Overview
The following Management’s Discussion and Analysis provides qualitative and quantitative information about Sinclair’s and SBG’s financial performance and condition which should be read in conjunction with the other sections in this annual report, including Item 1. Business and within Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements, including the accompanying notes to those statements. This discussion consists of the following sections:
Executive Overview — a description of our business, summary of significant events, and information about industry trends;
Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated within Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements and a summary of recent accounting pronouncements;
Results of Operations — a summary of the components of Sinclair’s and SBG’s revenue by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenue and expenses for 2025, 2024, and 2023, including a comparison between 2025 and 2024; and
Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and contractual cash obligations and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities.
EXECUTIVE OVERVIEW
We are a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platform. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, sports, other original programming produced by us and our owned networks, and professional sports. Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties. We have interests in, own, manage and/or operate technical and software services companies, research and development for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.
As of December 31, 2025, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media. Sinclair and SBG’s local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG’s wholly-owned subsidiary, STG and its direct and indirect subsidiaries, original networks and content.Sinclair’s tennis segment primarily consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows. Sinclair also earns revenue from non-broadcast digital and internet services, technical services, and non-media investments, included within “other.” Other and corporate are not reportable segments for either Sinclair or SBG.
As of December 31, 2025, STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair and SBG’s wholly owned subsidiaries, was the primary obligor under the New Credit Agreement and the STG Notes. SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments. Sinclair’s Class A Common Stock and Class B Common Stock remain securities of Sinclair and not obligations or securities of STG.
For more information about our business, reportable segments, and our operating strategy, see Item 1. Business in this Annual Report on Form 10-K.
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Summary of Significant Events
Content and Distribution
•In January 2025, Sinclair and NBC announced a comprehensive multi-year agreement that renews station affiliation agreements for 21 of SBG’s owned and/or operated NBC affiliates and affiliations in five markets where SBG provides sales and other services under a joint sales agreement or marketing service agreement.
•In the first quarter of 2025, Sinclair reached a distribution agreement with YouTube TV to continue carriage of Tennis Channel, TennisChannel 2, CHARGE!, Comet, and ROAR. The agreement also added carriage of The Nest and PickleBall TV.
•In April 2025, Sinclair launched BFFR, a weekly podcast from AMP Media hosted by women’s soccer icons Sydney Leroux and Ali Riley, across all major podcast platforms.
•In April 2025, Sinclair announced that the Federal Aviation Administration (“FAA”) accepted Sinclair’s Declaration of Compliance for Operations Over People, making Sinclair the first broadcast company authorized to fly drones over individuals and moving vehicles without needing an FAA waiver for news gathering under FAA rules.
•In April 2025, Tennis Channel and the International Tennis Federation announced a multi-year extension of their long-running partnership with the Billie Jean King Cup by GainbridgeTM and Davis Cup, the World Cup of Tennis events for women and men, respectively.
•In June 2025, WTA Ventures (Women’s Tennis Association) and Tennis Channel announced a new six-year media rights deal ensuring that Tennis Channel platforms will continue to be the exclusive home of WTA tennis in the United States through 2032.
•In June 2025, Sinclair launched two local sports podcasts: "The Script", a podcast on the Ohio State Buckeyes with former Ohio State stars Cardale Jones and Chris “Beanie” Wells, along with Columbus, Ohio’s ABC6/FOX28 Sports Director Dave Holmes; and "The Dynasty", a podcast on the Alabama Crimson Tide with former Alabama stars AJ McCarron and Trent Richardson, along with Chris Stewart, the voice of Alabama football.
•In August 2025, Tennis Channel signed extensions with the International Tennis Federation for the Davis Cup (through 2028) and Billie Jean King Cup (through 2027).
•In September 2025, Sinclair’s AMP Media launched THE TUNDRA: A Podcast on The Green Bay Packers.
•In January 2026, Sinclair’s AMP Media launched Cousins, a weekly podcast series hosted by NBA icons Vince Carter and Tracy McGrady.
Corporate Social Responsibility Practices
•In January 2025, Sinclair and Tennis Channel announced Sinclair Cares: California Wildfires Relief, a fundraising partnership with the Salvation Army to provide disaster relief support across Southern California which helped provide critical aid, shelter, food, fresh water, and support for wildfire survivors and first responders in Los Angeles.
•In March 2025, Sinclair announced a partnership with the Salvation Army to launch Sinclair Cares: From Homeless to Hope, a nationwide initiative, including content produced by Sinclair and airing on Sinclair’s newscasts, dedicated to raising awareness about homelessness by shedding light on the many faces of homelessness and highlighting solutions that offer hope and stability.
•In April 2025, Sinclair held its third annual Sinclair Day of Service, whereby all employees were encouraged to volunteer that day for charitable causes. Over 1,300 employees volunteered a total of more than 3,600 hours that day.
•In July 2025, Sinclair Cares ran two campaigns, one raising nearly $200,000 in support of Texas Flood relief and another partnering with the American Cancer Society to raise awareness and support free rides to medical treatments.
•In August 2025, Sinclair awarded scholarships to 15 university students as a part of its annual scholarship program.
•In November 2025, Sinclair partnered with Feeding America to launch Sinclair Cares: Fill the Food Banks, a fundraising campaign to help provide meals to families across the U.S. during the holiday season.
•For the year ended December 31, 2025, our newsrooms won a total 246 journalism awards, including 32 regional Edward R. Murrow awards, 55 regional Emmy awards, and four National Headliner Awards.
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NextGen TV (ATSC 3.0)
•In January 2025, Sinclair joined with three broadcast peers and merged BitPath to form a new company, EdgeBeam Wireless, to provide robust wireless data services to a wide range of businesses and industries across the country.
•In July 2025, Sinclair launched WKOF in Syracuse, New York as an ATSC 3.0 lighthouse, marking the first time a television license was initiated under the NextGen TV (ATSC 3.0) standard.
Transactions
•In June 2025, Sinclair purchased the broadcast assets of WSJV in South Bend-Elkhart, IN from Gray Television, Inc. ("Gray"), and sold the broadcast assets of WHOI in Peoria/Bloomington, IL to Gray.
•In June 2025, Sinclair acquired the license assets of KXVO in Omaha, NE, from Mitts Telecasting Company. Sinclair previously provided services to the station under an LMA.
•In June 2025, Sinclair’s digital marketing agency rebranded under the Digital Remedy brand.
•In July 2025, Sinclair sold the owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA).
•In August 2025, Sinclair acquired the license assets of WOLF in Hazleton, PA, WQMY in Williamsport, PA, and WGFL in High Springs, FL from New Age Media, LLC. Sinclair previously provided services to the stations under MSAs.
•In August 2025, Sinclair acquired the license assets of KMEG in Sioux City, IA from Waitt Broadcasting. Sinclair previously provided services to the station under a JSA.
•In August 2025, Sinclair acquired the license assets of KNSN in Reno, NV, KBTV in Beaumont, TX, and WSTR in Cincinnati, OH from Deerfield Media. Sinclair previously provided services to KNSN under an LMA and KBTV and WSTR under JSAs.
•In September 2025, Sinclair acquired the non-license assets of WLNE in Providence, RI.
•In October 2025, Sinclair acquired the license assets of WUTB in Baltimore, MD from Deerfield Media and WWHO in Columbus, OH from Manhan Media. Sinclair previously provided services to the stations under JSAs.
•In December 2025, Sinclair acquired the license assets of WWMB in Florence, SC from Howard Stirk Holdings. Sinclair previously provided services to the station under a time brokerage agreement.
•In December 2025, Sinclair acquired the license assets of WFLI in Chattanooga, TN and WTLF in Tallahassee, FL from MPS Media, LLC. Sinclair previously provided services to the stations under JSAs.
•In February 2026, Sinclair acquired KMTR, KMCB, and KTCW in Eugene, OR from Roberts Media. Sinclair previously provided services to the stations under JSAs and SSAs.
•In February 2026, the FCC granted Sinclair’s application to acquire WHAM in Rochester, NY, WGTU in Traverse City, MI and WEYI in Flint, MI. Sinclair currently provides services to these stations under JSAs and SSAs, however will look to close the transactions immediately.
Financing, Capital Allocation, and Shareholder Returns
•For the year ended December 31, 2025, Sinclair paid dividends of $1.00 per share. In February 2026, Sinclair declared a quarterly cash dividend of $0.25 per share.
•In the first quarter of 2025, Sinclair closed a new money financing and debt recapitalization to strengthen Sinclair’s balance sheet and better position it for long-term growth, which transactions are described more fully under Liquidity and Capital Resources below.
•In April 2025 and October 2025, STG repurchased $81 million and the remaining $89 million, respectively, aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million and $89 million, respectively. The 5.125% Senior Notes due 2027 acquired in April and October 2025 were canceled immediately following their acquisition.
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Other Events
•In March 2025, Sinclair announced that Lucy Rutishauser, current Executive Vice President and Chief Financial Officer, will retire upon appointment and transition of her successor into the role.
•In June 2025, Sinclair announced the appointment of Conrad Clemson as Chief Executive Officer of EdgeBeam Wireless, Sinclair’s NextGen TV joint venture with industry peers.
•In July 2025, Sinclair announced the appointment of Narinder Sahai as Executive Vice President and Chief Financial Officer, effective immediately.
Industry Trends
•During the last few years, the number of subscribers to Distributor services in the United States has been declining, as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where, and how they consume news, sports, and other entertainment, including through the so-called “cutting the cord” and other consumption strategies.
•The Distributor industry has continued to undergo significant consolidation, which gives top Distributors negotiating power.
•vMVPDs have continued to gain increasing importance and have quickly become a critical segment of the market. These vMVPDs offer a limited number of networks at a lower price point as compared to the traditional cable offering.
•Political spending is significantly higher in the even-numbered years due to the cyclicality of political elections. In addition, every four years, political spending is typically elevated further due to the advertising related to the presidential election.
•The FCC has permitted broadcast television stations to use their digital spectrum for a wide variety of services including multi-channel broadcasts. The FCC “must-carry” rules only apply to a station’s primary digital stream.
•Recent FCC actions as well as Court decisions have relaxed certain media ownership regulations, which may continue, resulting in a more constructive environment for consolidation of the local broadcast industry.
•Seasonal advertising increases within our local media segment occur in the second and fourth quarters due to the anticipation of certain seasonal and holiday spending by consumers.
•Broadcasters have found ways to increase returns on their news programming initiatives while continuing to maintain locally produced content through the use of news sharing arrangements.
•Viewership of content on connected or smart TV’s continues to rise which has led to the shifting of advertising spend to this content from other forms of media.
•Professional sporting events have begun to migrate back to broadcast television.
•Big Tech (such as Alphabet, Amazon, Apple, Meta, and Microsoft) has begun offering OTT platforms.
•Broadcast networks have begun launching and expanding their own DTC platforms.
•Advertising revenue on digital platforms continues to grow.
•Advertising revenue related to the Summer Olympics occurs in even numbered years. Advertising revenue related to the Winter Olympics also occurs in even numbered years but are two years apart from the Summer Olympics. The Super Bowl is aired on a different network each year. All of these popularly viewed events can have an impact on our advertising revenue.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program costs, income taxes and variable interest entities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates have been consistently applied for all years presented in this report and in the past we have not experienced material differences between these estimates and actual results. However, because future events and their effects cannot be determined with certainty, actual results could differ from our estimates and such differences could be material.
We consider the following accounting policies to be the most critical as they are important to our financial condition and results of operations and require significant judgment and estimates on the part of management in their application. For a detailed discussion of the application of these and other accounting policies, see Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements.
Revenue Recognition. As discussed in Revenue Recognition under Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements, we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television and digital platforms. Core and political advertising revenue is recognized in the period in which the advertising spots/impressions are delivered. In arrangements where we provide audience ratings guarantees, to the extent that there is a ratings shortfall, we will defer a proportionate amount of revenue until the ratings shortfall is settled through the delivery of additional advertising. The term of our advertising arrangements is generally less than one year and the timing between when an advertisement is aired and when payment is realized is not significant. In certain circumstances, we require customers to pay in advance; payments received in advance of satisfying our performance obligations are reflected as deferred revenue.
We generate distribution revenue through fees received from Distributors and other OTT providers for the right to distribute our broadcast channels and cable networks on their distribution platforms. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.
Impairment of Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets. We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate that an impairment may exist. As of December 31, 2025, Sinclair’s consolidated balance sheet included $2,085 million and $149 million of goodwill and indefinite-lived intangible assets, respectively, and SBG’s consolidated balance sheet included $2,004 million and $122 million of goodwill and indefinite-lived intangible assets, respectively. We evaluate long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of our asset groups may not be recoverable.
In the performance of our annual goodwill and indefinite-lived intangible asset impairment assessments we have the option to qualitatively assess whether it is more likely-than-not that the respective asset has been impaired. If we conclude that it is more-likely-than-not that a reporting unit or an indefinite-lived intangible asset is impaired, we apply the quantitative assessment, which involves comparing the estimated fair value of the reporting unit or indefinite-lived intangible asset to its respective carrying value. See Impairment of Goodwill, Indefinite-lived Intangible Assets and Other Long-lived Assets under Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements for further discussion of the significant judgments and estimates inherent in both qualitatively assessing whether impairment may exist and estimating the fair values of the reporting units and indefinite-lived intangible assets if a quantitative assessment is deemed necessary.
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We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment. We evaluate our definite-lived intangible assets for impairment if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In the event we identify indicators that these assets are not recoverable, we evaluate the recoverability of definite-lived intangible assets by comparing the carrying amount of the assets within an asset group to the estimated undiscounted future cash flows associated with the asset group. An asset group represents the lowest level of cash flow generated by a group of assets that are largely independent of the cash flows of other assets. At the time that such evaluations indicate that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset group, an impairment loss is determined by comparing the estimated fair value of the asset group to the carrying value. We estimate fair value using an income approach involving the performance of a discounted cash flow analysis.
We believe we have made reasonable estimates and utilized appropriate assumptions in the performance of our impairment assessments. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions, loss of significant customers, and significant increases in discount rates, among other factors, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.
Program Costs. As discussed in Broadcast Television Programming under Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements, we record an asset and corresponding liability for programming rights when the program is available for its first showing or telecast. These costs are expensed over the period in which an economic benefit is expected to be derived. To ensure the related assets for the programming rights are reflected in our consolidated balance sheets at the lower of unamortized cost or fair value, management estimates future advertising revenue to be generated by the remaining program material available under the contract terms. Management’s judgment is required in determining the timing of expense for these costs, which is dependent on the economic benefit expected to be generated from the program and may significantly differ from the timing of related payments under the contractual obligation. If our estimates of future advertising revenue decline, amortization expense could accelerate or fair value adjustments may be required.
Fair Value Measurements of Investments in Bally’s Securities. As discussed in Note 5. Other Assets and Note 16. Fair Value Measurements within Sinclair’s Consolidated Financial Statements, we entered into a commercial agreement with Bally’s Corporation (“Bally’s”) on November 18, 2020. As part of this arrangement, we received warrants to acquire common equity in the business. These financial instruments are measured each period at fair value, which is primarily derived from the trading price of the underlying common stock and the exercise price of the warrants.
Income Tax. As discussed in Income Taxes under Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’sConsolidated Financial Statements, we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. As of December 31, 2025, a valuation allowance has been provided for deferred tax assets related to certain of our available state net operating loss carryforwards. As of December 31, 2024, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income. Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements.
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Management periodically performs a comprehensive review of our tax positions, and we record a liability for unrecognized tax benefits if such tax positions are more likely than not to be sustained upon examination based on their technical merits, including the resolution of any appeals or litigation processes. Significant judgment is required in determining whether positions taken are more likely than not to be sustained, and it is based on a variety of facts and circumstances, including interpretation of the relevant federal and state income tax codes, regulations, case law and other authoritative pronouncements. Based on this analysis, the status of ongoing audits and the expiration of applicable statute of limitations, liabilities are adjusted as necessary. The resolution of audits is unpredictable and could result in tax liabilities that are significantly higher or lower than for what we have provided. See Note 10. Income Taxes within Sinclair’s Consolidated Financial Statements and Note 9. Income Taxes within SBG’sConsolidated Financial Statements, for further discussion of accrued unrecognized tax benefits.
Variable Interest Entities (“VIEs”). As discussed in Note 12. Variable Interest Entities within Sinclair’sConsolidated Financial Statements and Note 11. Variable Interest Entities within SBG’sConsolidated Financial Statements, we have determined that certain third-party licensees of stations for which we perform services pursuant to arrangements, including LMAs, JSAs, and SSAs, are VIEs and we are the primary beneficiary of those variable interests because, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and because we absorb losses and returns that would be considered significant to the VIEs.
Transactions with Related Parties. We conduct certain business-related transactions with related persons or entities. See Note 13. Related Person Transactions within Sinclair’s Consolidated Financial Statements and Note 12. Related Person Transactions within SBG’s Consolidated Financial Statements for discussion of these transactions.
RECENT ACCOUNTING PRONOUNCEMENTS
See Recent Accounting Pronouncements under Note 1. Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’sConsolidated Financial Statements and SBG’sConsolidated Financial Statements for a discussion of recent accounting policies and their impact on Sinclair’s and SBG’s financial statements.
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SINCLAIR, INC. RESULTS OF OPERATIONS
SINCLAIR, INC. RESULTS OF OPERATIONS
Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed. As of December 31, 2025, we had two reportable segments for accounting purposes, local media and tennis.
Seasonality / Cyclicality
The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarters’ operating results are usually higher than the first and third quarters’ operating results because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
The operating results of our tennis segment are usually subject to cyclical fluctuations due to the number and significance of tournaments that take place in the respective quarters during the year. The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the number and significance of tournaments that are played during those periods.
Consolidated Operating Data
The following table sets forth certain of our consolidated operating data for the years ended December 31, 2025, 2024, and 2023 (in millions).
Years Ended December 31,
Media selling, general and administrative expenses 806 794 747
Depreciation and amortization expenses 249 250 271
Amortization of program costs 74 74 80
Corporate general and administrative expenses 185 185 694
Loss on deconsolidation of subsidiary — — 10
(Gain) loss on asset dispositions and other, net (19) (20) 3
Net (loss) income attributable to Sinclair $ (112) $ 310 $ (291)
A discussion regarding our financial results and operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below. A discussion regarding our financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025 (our “2024 Annual Report”), which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at www.sbgi.net/investor-relations.
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SINCLAIR, INC. RESULTS OF OPERATIONS
Local Media Segment
The following table sets forth our revenue and expenses for our local media segment for the years ended December 31, 2025, 2024, and 2023 (in millions):
Percent ChangeIncrease / (Decrease)
Revenue:
Political advertising revenue 32 405 44 (92)% n/m
Operating Expenses:
Media programming and production expenses $ 1,526 $ 1,536 $ 1,488 (1)% 3%
Media selling, general and administrative expenses (b) 666 742 694 (10)% 7%
Depreciation and amortization expenses 227 231 243 (2)% (5)%
Amortization of program costs 74 74 80 —% (8)%
Corporate general and administrative expenses 118 117 134 1% (13)%
Non-media expenses 8 8 14 —% (43)%
Gain on asset dispositions and other, net (24) (18) (14) 33% 29%
Gain on extinguishment of debt $ 6 $ 1 $ 15 n/m (93)%
n/m - not meaningful
(a)Includes $10 million, $9 million, and $6 million for the years ended December 31, 2025, 2024, and 2023, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.
(b)Includes $22 million, $13 million, and $8 million for the years ended December 31, 2025, 2024, and 2023, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.
Revenue
Distribution revenue. Distribution revenue, which represents fees earned from Distributors for our broadcast signals, decreased $14 million or 1% in 2025, when compared to the same period in 2024. Subscriber decreases impacted period-over-period distribution revenue by mid-teen percentages for the year ended December 31, 2025, partially offset by favorable contractual rate increases by low-teen percentages.
Core advertising revenue. Coreadvertising revenue decreased $28 million in 2025, when compared to the same period in 2024, with no particular product/services category dominating the variance.
Political advertising revenue. Political advertising revenue decreased $373 million in 2025, when compared to the same period in 2024, primarily due to 2025 being an off-year election cycle and therefore having only a small number of political races and correspondingly less political advertising spending compared to 2024, which was a presidential political year.
Other media revenue. Other media revenue decreased $65 million in 2025, when compared to the same period in 2024, primarily due to a decrease related to certain services provided under management services agreements due to the expiration of the agreements.
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SINCLAIR, INC. RESULTS OF OPERATIONS
The following table sets forth our primary types of programming and their approximate percentages of advertising revenue for the years ended December 31, 2025, 2024, and 2023:
Percent of Advertising Revenue
Syndicated/Other programming 38% 35% 38%
Network programming (a) 15% 17% 15%
Sports programming (a) 16% 16% 13%
Paid programming 3% 2% 5%
(a)Sports programming includes both local and network sports programming. Network programming is exclusive of any network sports programming.
The following table sets forth our affiliate percentages of advertising revenue for the years ended December 31, 2025, 2024, and 2023:
# of Percent of Advertising Revenue
Expenses
Media programming and production expenses. Media programming and production expenses decreased $10 million in 2025, when compared to the same period in 2024, primarily due to a decrease in consulting and litigation expenses of $9 million, including the reversal of approximately $3 million previously expensed as a result of the FCC consent decree that is further discussed in Litigation, Claims, and Regulatory Matters under Note 11. Commitments and Contingencies within Sinclair’sConsolidated Financial Statements.
Media selling, general and administrative expenses. Media selling, general and administrative expenses decreased $76 million during 2025, when compared to the same period in 2024, primarily due to a $22 million decrease in national sales commissions, a $13 million decrease in both employee compensation cost and in costs relating to our digital business, respectively, reversal of approximately $10 million previously expensed as a result of the FCC consent decree, as further discussed in Litigation, Claims, and Regulatory Matters under Note 11. Commitments and Contingencies within Sinclair’sConsolidated Financial Statements, a $9 million decrease in trade related expenses, and an $8 million decrease in credit card fees.
Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.
Gain on asset dispositions and other, net. Gain on asset dispositions and other, net increased $6 million in 2025, when compared to the same period in 2024, primarily due to an increase of $20 million in proceeds related to our cyber and directors and officers’ insurance policies. Additionally, for the year ended December 31, 2025, we recognized a loss related to the sale of certain of our stations of approximately $8 million compared to a gain of $4 million for the year ended December 31, 2024 related to the sale of certain broadcast related assets. See Acquisitions and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’sConsolidated Financial Statements.
Depreciation and amortization expenses. Depreciation of property and equipment and amortization of definite-lived intangibles and other assets decreased $4 million during 2025, when compared to the same period in 2024, primarily due to assets retired during 2025.
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SINCLAIR, INC. RESULTS OF OPERATIONS
Interest expense including amortization of debt discount and deferred financing costs. Interest expense increased $91 million in 2025, when compared to the same period in 2024, primarily due to the Transactions, as defined and described inCredit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’sConsolidated Financial Statements. Included in interest expense for the year ended December 31, 2025 is $68 million of one-time financing costs that will not recur in future periods.
Gain on extinguishment of debt. Gain on extinguishment of debt increased $5 million in 2025, when compared to the same period in 2024, primarily due to gains on extinguishment of the 5.125% Senior Notes due 2027 and4.125% Senior Secured Notes due 2030 of $7 million of $5 million, respectively, offset by a loss on extinguishment of the Term Loan B-2 of $6 million. See Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’sConsolidated Financial Statements.
Other income, net. Other income, net decreased $32 million in 2025, when compared to the same period in 2024, primarily due to a $26 million gain related to the sale of certain broadcast related assets that occurred in 2024 versus a loss of $3 million in 2025.
Tennis Segment
The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions):
Percent ChangeIncrease / (Decrease)
Revenue:
Other media revenue 4 5 2 (20)% n/m
Operating Expenses:
Media programming and production expenses $ 125 $ 125 $ 115 —% 9%
Media selling, general and administrative expenses (a) 65 53 41 23% 29%
Depreciation and amortization expenses 21 21 21 —% —%
Corporate general and administrative expenses 2 2 1 —% n/m
n/m - not meaningful
(a)Includes $10 million, $9 million, and $6 million for years ended December 31, 2025, 2024, and 2023, respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.
Revenue
Distribution revenue. Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $13 million or 6% in 2025, when compared to the same period in 2024. The increase was primarily due to mid-teen percentage increases in contractual rates and a high single-digit percentage increase in TennisChannel 2 subscriptions, partially offset by a decrease in subscribers by low-teen percentages for the period.
Core advertising revenue. Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming. Core advertising revenue increased $6 million in 2025, when compared to the same period in 2024, primarily due to stronger linear sales, as well as higher advertising sales within the TennisChannel 2 platform as a result of increased subscribers.
Expenses
Media programming and production expenses. Media programming and production expenses remained flat in 2025, when compared to the same period in 2024.
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Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $12 million in 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the TennisChannel 2 platform and an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation.
Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.
Other
The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical sales and services, and non-media investments (collectively, “Other”) for the years ended December 31, 2025, 2024, and 2023 (in millions):
Percent ChangeIncrease / (Decrease)
Revenue:
Operating Expenses:
(Gain) loss on asset dispositions and other, net $ (10) $ (2) $ 18 n/m n/m
Operating income (loss) $ 17 $ 4 $ (44) n/m n/m
Income from equity method investments $ 64 $ 121 $ 31 (47)% n/m
Other expense, net $ (12) $ (14) $ (80) (14)% (83)%
n/m — not meaningful
(a)Media revenue for the years ended December 31, 2025, 2024, and 2023 includes $22 million, $13 million, and $8 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
(b)Non-media revenue for the year ended December 31, 2025, 2024, and 2023 includes $4 million, $6 million, and $6 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
(c)Media expenses for the year ended December 31, 2023 include $2 million of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.
(d)Non-media expenses for the years ended December 31, 2025, 2024, and 2023 include $3 million, $3 million, and $4 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.
Revenue. Media revenue increased $102 million during 2025, when compared to the same period in 2024, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals underNote 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’sConsolidated Financial Statements. Non-media revenue decreased $12 million during 2025, when compared to the same period in 2024, primarily due to lower sales within our consolidated real estate investments and a decrease in broadcast equipment sales.
Expenses. Media expenses increased $88 million during 2025, when compared to the same period in 2024, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy, as discussed in Acquisitions and Station Disposals underNote 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair’sConsolidated Financial Statements. Non-media expenses decreased $5 million during 2025, when compared to the same period in 2024, primarily due to a decrease in expenses associated with lower broadcast equipment sales.
(Gain) loss on asset dispositions and other, net. Gain on asset dispositions and other, net increased $8 million during 2025, when compared to the same period in 2024, primarily due to an increase in proceeds related to our directors and officers insurance policies.
Income from equity method investments. Income from equity method investments decreased $57 million during 2025, when compared to the same period in 2024, primarily due to a $93 million gain on the sale of our interest in a sports media and marketing business in 2024, partially offset by gains related to real estate investments in 2025, which are included in income from equity method investments in our consolidated statements of operations.
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Other expense, net. Other expense, net remained relatively flat during 2025, when compared to the same period in 2024.
Corporate and Unallocated Expenses
The following table presents our corporate and unallocated expenses for the years ended December 31, 2025, 2024, and 2023 (in millions):
Percent ChangeIncrease/ (Decrease)
Corporate general and administrative expenses $ 185 $ 185 $ 694 —% (73)%
Loss on deconsolidation of subsidiary $ — $ — $ 10 n/m n/m
(Gain) loss on asset dispositions and other, net $ (19) $ (20) $ 3 (5)% n/m
Income tax benefit (provision) $ 54 $ (76) $ 358 n/m n/m
n/m — not meaningful
The table above and explanations that follow cover total consolidated corporate and unallocated expenses.
Corporate general and administrative expenses. Corporate general and administrative expenses remained flat in 2025, when compared to the same period in 2024.
(Gain) loss on asset dispositions and other, net. For the year ended December 31, 2025, we recognized a loss of $8 million related to our station sales and an expense of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’sConsolidated Financial Statements. These losses wereoffset by gains of $45 million related to proceeds from our cyber and directors and officers’ insurance policies, which are further discussed above in Local Media Segment and Other under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Income tax benefit (provision). The 2025 income tax benefit for our pre-tax loss of $153 million resulted in an effective tax rate of 35.6%. The 2024 income tax provision for our pre-tax income of $395 million resulted in an effective tax rate of 19.1%. The increase in the effective tax rate from 2024 to 2025 is primarily due to the 2025 benefit from the release of valuation allowance on deferred tax assets as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.
As of December 31, 2025, we had a net deferred tax liability of $213 million as compared to a net deferred tax liability of $335 million as of December 31, 2024. The decrease in net deferred tax liability primarily relates to the exit of our investment in Diamond Sports Intermediate Holdings LLC and its subsidiaries (“Diamond”).
As of December 31, 2025 and 2024, we had $15 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate. We recognized $1 million of income tax expense for interest related to uncertain tax positions for each of the years ended December 31, 2025 and 2024. See Note 10. Income Taxes within Sinclair’s Consolidated Financial Statements for further information.
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SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS
SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS
Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed. As of December 31, 2025, SBG had one reportable segment for accounting purposes, local media.
Seasonality / Cyclicality
The operating results of SBG’s local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarters’ operating results are usually higher than the first and third quarters’ operating results because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
Consolidated Operating Data
The following table sets forth certain of SBG’s consolidated operating data for the years ended December 31, 2025, 2024, and 2023 (in millions).
Years Ended December 31,
Non-media revenue — — 10
Media selling, general and administrative expenses 666 742 719
Depreciation and amortization expenses 227 231 252
Amortization of program costs 74 74 80
Non-media expenses 8 8 24
Corporate general and administrative expenses 118 123 654
Loss on deconsolidation of subsidiary — — 10
Gain on asset dispositions and other, net (8) (18) (2)
Net (loss) income attributable to SBG $ (161) $ 229 $ (257)
A discussion regarding SBG’s financial results and operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below. A discussion regarding SBG’s financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found under Item 7 of Part II of the 2024 Annual Report, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at www.sbgi.net/investor-relations.
Local Media Segment
Refer to Local Media Segment above under Sinclair’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for all of the years ended December 31, 2025, 2024, and 2023.
As of December 31, 2025 the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 1% of SBG’s total assets. For the year ended December 31, 2025, the Unrestricted Subsidiaries represented 0% of SBG’s total revenue and decreased SBG’s total operating income by 1%.
As of December 31, 2025 and for the year ended December 31, 2025, SBG had no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement).
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Other
The following table sets forth SBG’s revenue and expenses for tennis, non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, “Other”) for the year ended December 31, 2023 (in millions):
Revenue: (e)
Distribution revenue $ 76
Core advertising revenue 29
Other media revenue 3
Media revenue (a) $ 108
Non-media revenue (b) $ 11
Operating Expenses:
Media expenses (c) $ 86
Non-media expenses (d) $ 10
Loss on asset dispositions and other, net $ 13
Income from equity method investments $ 31
n/m — not meaningful
(a)Media revenue for the year ended December 31, 2023 includes $3 million of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
(b)Non-media revenue for the year ended December 31, 2023 includes $1 million of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
(c)Media expenses for the year ended December 31, 2023 include $1 million of intercompany expenses primarily related to certain services provided by the local media segment, which is eliminated in consolidation.
(d)Non-media expenses for the year ended December 31, 2023 include $1 million of intercompany expenses related to certain services provided by the local media segment, which is eliminated in consolidation.
(e)Represents the activity prior to the Reorganization on June 1, 2023. There was no reportable activity for the June through December period in the year ended December 31, 2023 following the Reorganization on June 1, 2023. See Company Reorganization under Note 1. Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements.
Corporate and Unallocated Expenses
The following table presents SBG’s corporate and unallocated expenses for the years ended December 31, 2025, 2024, and 2023 (in millions):
Percent ChangeIncrease/ (Decrease)
Corporate general and administrative expenses $ 118 $ 123 $ 654 (4)% (81)%
Loss on deconsolidation of subsidiary $ — $ — $ 10 n/m n/m
Gain on asset dispositions and other, net $ (8) $ (18) $ (2) (56)% n/m
Income tax benefit (provision) $ 63 $ (60) $ 359 n/m n/m
n/m — not meaningful
The table above and explanations that follow cover SBG’s total consolidated corporate and unallocated expenses.
Corporate general and administrative expenses. Corporate general and administrative expenses decreased $5 million in 2025, when compared to the same period in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 10. Commitments and Contingencies within SBG’sConsolidated Financial Statements.
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Gain on asset dispositions and other, net. For the year ended December 31, 2025, SBG recognized a loss of $8 million related to station sales and an expense of $15 million related to the Marquee guarantee as discussed in Debt of Variable Interest Entities and Guarantees of Third-Party Obligations under Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements. These losses wereoffset by gains of $35 million related to proceeds from SBG’s cyber and directors and officers’ insurance policies, which are further discussed in Local Media Segment under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under Sinclair, Inc.’s Results of Operations.
Income tax benefit (provision). The 2025 income tax benefit for SBG’s pre-tax loss of $218 million resulted in an effective tax rate of 28.9%. The 2024 income tax benefit for SBG’s pre-tax income of $295 million resulted in an effective tax rate of 20.3%. The increase in the effective tax rate from 2024 to 2025 is primarily due to the 2025 benefit from the release of valuation allowance on deferred tax assets as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions.
As of December 31, 2025, SBG had a net deferred tax liability of $255 million as compared to a net deferred tax liability of $373 million as of December 31, 2024. The decrease in net deferred tax liability primarily relates to the exit of SBG’s investment in Diamond.
As of December 31, 2025, SBG had $14 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate. As of December 31, 2024, SBG had $13 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate. SBG recognized $1 million of income tax expense for interest related to uncertain tax positions for each of the years ended December 31, 2025 and 2024. See Note 9. Income Taxes within SBG’s Consolidated Financial Statements for further information.
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LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025, Sinclair had net working capital of approximately $997 million, including $866 million in cash and cash equivalent balances and approximately $612.5 million of available borrowing capacity, including $575 million under the New Credit Agreement and $37.5 million under the bank credit agreement amended as of February 12, 2025 (the “Amended Credit Agreement”). As of December 31, 2025, cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement were used as Sinclair’s primary sources of liquidity.
As of December 31, 2025, SBG had net working capital of approximately $521 million, including $401 million in cash and cash equivalent balances and approximately $612.5 million of available borrowing capacity, including $575 million under the New Credit Agreement and $37.5 million under the Amended Credit Agreement. As of December 31, 2025, cash on hand, cash generated by SBG’s operations, and borrowing capacity under the New Credit Agreement and Amended Credit Agreement were used as SBG’s primary sources of liquidity.
The First-Out Revolving Credit Facility (as defined and described in Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements) includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of December 31, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of December 31, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of December 31, 2025.
During the year ended December 31, 2025, STG completed the Transactions, as described in Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth. STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of STG’s 8.125% first-out first lien secured notes due 2033, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile. See Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements and Credit Agreements and Notes under Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements, for further information.
In April 2025, STG repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million. The 5.125% Senior Notes due 2027 acquired in 2025 were canceled immediately following their acquisition.
On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “A/R Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells”), which matures on November 6, 2028, in order to enable STG to raise incremental, low-cost capital. The amount of actual availability under the A/R Facility is subject to change based on the level of eligible receivables sold by certain subsidiaries of STG identified therein (the “Originators”) to STG. Eligibility of the receivables is determined by a variety of factors, including, but not limited to, credit ratings of the Originators’ customers, customer concentration levels, and certain characteristics of the accounts receivable being transferred. As of December 31, 2025, the total amount outstanding under the A/R Facility was $375 million.
For the year ending December 31, 2026, Sinclair and SBG expect capital expenditures to be with the range of $75 million to $80 million and $72 million to $77 million, respectively, primarily related to station technical, maintenance, and building projects.
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Sinclair and SBG have various contractual obligations which are recorded as liabilities in Sinclair’s and SBG’s consolidated financial statements, such as notes payable, finance leases, and commercial bank financing; operating leases; and active television program contracts. Certain other contractual obligations have not been recognized as liabilities in Sinclair’s and SBG’s consolidated financial statements, such as certain future television program contracts and network programming rights. Active television program contracts are included in Sinclair’s and SBG’s balance sheets as an asset and liability while future television program contracts are excluded until the cost is known, the program is available for its first showing or telecast, and the licensee has accepted the program. Industry protocol typically enables us to make payments for television program contracts on a three-month lag, which differs from the contractual timing. As of December 31, 2025, Sinclair’s and SBG’s significant contractual obligations included:
Sinclair:
•Total debt of Sinclair, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,383 million, including current debt, due within the next 12 months, of $25 million.
•Interest due on Sinclair’s total debt in the next twelve months of $318 million, including interest estimated on Sinclair’s variable rate debt calculated at an effective weighted average interest rate of 7.17% as of December 31, 2025.
•Sinclair’s contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts, network programming rights, and Tennis programming rights of $1,577 million, including $1,006 million due within the next 12 months. Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts.
SBG:
•Total debt of SBG, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,383 million, including current debt, due within the next 12 months, of $25 million.
•Interest due on SBG’s total debt in the next twelve months of $318 million, including interest estimated on SBG’s variable rate debt calculated at an effective weighted average interest rate of 7.17% as of December 31, 2025.
•SBG’s contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts and network programming rights of $1,052 million, including $934 million due within the next 12 months. Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts.
See Note 6. Notes Payable and Commercial Bank Financing, Note 7. Leases, and Note 8. Program Contracts within Sinclair’s Consolidated Financial Statements and Note 6. Notes Payable and Commercial Bank Financing, Note 7. Leases, and Note 8. Program Contracts within SBG’s Consolidated Financial Statements for further information.
Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, borrowing capacity under the New Credit Agreement, the Amended Credit Agreement, and the A/R Facility will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment and other’s operations will be sufficient to satisfy SBG’s, the tennis segment’s and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement. In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt, the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets. However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.
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Sinclair, Inc. Sources and Uses of Cash
The following table sets forth Sinclair’s cash flows for the years ended December 31, 2025, 2024, and 2023 (in millions):
Net cash flows from operating activities $ 189 $ 98 $ 235
Cash flows (used in) from investing activities:
Acquisition of property and equipment $ (74) $ (84) $ (92)
Acquisition of businesses, net of cash acquired (29) — —
Purchases of investments (51) (50) (72)
Distributions and proceeds from investments 30 203 206
Net cash flows (used in) from investing activities $ (120) $ 77 $ 52
Cash flow from (used in) financing activities:
Proceeds from notes payable and commercial bank financing $ 1,805 $ — $ —
Repurchase of outstanding Class A Common Stock — — (153)
Dividends paid on Class A and Class B Common Stock (69) (66) (65)
Repurchase of redeemable subsidiary preferred equity — — (190)
Debt issuance costs (96) — —
Distributions to noncontrolling interests (17) (12) (13)
Other, net (8) (1) (3)
Net cash flows from (used in) financing activities $ 100 $ (140) $ (509)
Operating Activities
Net cash flows from Sinclair’s operating activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to cash receipts from insurance policies in the current period, a decrease in production costs, and the litigation settlement payment to Diamond Sports Group, LLC (“DSG”) that occurred in the prior period, partially offset by a decrease in cash collections from Distributors, a decrease in cash collections related to political revenue, and an increase in overhead costs.
Investing Activities
Net cash flows used in Sinclair’s investing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to a decrease in the distributions and proceeds from investments and the acquisition of Digital Remedy in the first quarter of 2025.
Financing Activities
Net cash flows from Sinclair’s financing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to draws under the A/R Facility in the fourth quarter of 2025 and the Transactions during the first quarter of 2025, partially offset by the repurchase of the 5.125% Senior Notes due 2027 during the second and fourth quarters of 2025. See Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements for further information related to the A/R Facility, the Transactions, and the repurchase of the 5.125% Senior Notes due 2027.
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Sinclair Broadcast Group, LLC Sources and Uses of Cash
The following table sets forth SBG’s cash flows for the years ended December 31, 2025, 2024, and 2023 (in millions):
Net cash flows from operating activities $ 98 $ 71 $ 260
Cash flows (used in) from investing activities:
Acquisition of property and equipment $ (73) $ (80) $ (90)
Purchases of investments (1) (4) (39)
Distributions and proceeds from investments — 43 204
Other, net 4 3 9
Net cash flows (used in) from investing activities $ (70) $ (38) $ 84
Cash flow from (used in) financing activities:
Proceeds from notes payable and commercial bank financing $ 1,805 $ — $ —
Repurchase of outstanding Old Sinclair Class A Common Stock — — (153)
Dividends paid on Old Sinclair Class A and Class B Common Stock — — (18)
Repurchase of redeemable subsidiary preferred equity — — (190)
Debt issuance costs (96) — —
(Distributions to) contributions from member, net (102) 10 (448)
Distributions to noncontrolling interests (10) (10) (12)
Other, net — — (3)
Net cash flows from (used in) financing activities $ 82 $ (61) $ (909)
Operating Activities
Net cash flows from SBG’s operating activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to cash receipts from insurance policies in the current period, a decrease in production and overhead costs, and the the litigation settlement payment to DSG that occurred in the prior period, partially offset by a decrease in cash collections from Distributors and a decrease in cash collections related to political revenue.
Investing Activities
Net cash flows used in SBG’s investing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments, partially offset by a decrease in the acquisition of property and equipment in the current period.
Financing Activities
Net cash flows from SBG’s financing activities increased for the year ended December 31, 2025, when compared to the same period in 2024, primarily due to draws under the A/R Facility in the fourth quarter of 2025 and the Transactions during the first quarter of 2025, partially offset by the repurchase of the 5.125% Senior Notes due 2027 during the second and fourth quarters of 2025. See Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements for further information related to the A/R Facility, the Transactions, and the repurchase of the 5.125% Senior Notes due 2027.
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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Sinclair and SBG are exposed to market risk from changes in interest rates and consider entering into derivative instruments primarily for the purpose of reducing the impact of changing interest rates on our floating rate debt and to reduce the impact of changing fair market values on Sinclair’s and SBG’s fixed rate debt. See Note 6. Notes Payable and Commercial Bank Financing within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for further discussion. During the year ended December 31, 2023, STG entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of STG’s exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and STG receives a floating rate of interest based on SOFR. See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements. See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements.
Sinclair and SBG are exposed to risk from the changing interest rates of their variable rate debt issued under the New Credit Agreement, Amended Credit Agreement, and A/R Facility. Based on Sinclair‘sand SBG’s total variable rate debt under the New Credit Agreement, Amended Credit Agreement, and A/R Facility as of December 31, 2025 of $1,810 million, Sinclair and SBG estimate that adding 1% to respective interest rates would result in an increase in each of Sinclair’s and SBG’s interest expense of $18 million, exclusive of any impact of our interest rate swap.
ITEM 8A.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR, INC.
The financial statements and supplementary data of Sinclair, Inc. required by this item are filed as exhibits to this report, are listed under Item 15(a)(1) and (2), and are incorporated by reference in this report.
ITEM 8B.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR BROADCAST GROUP, LLC
The financial statements and supplementary data of Sinclair Broadcast Group, LLC required by this item are filed as exhibits to this report, are listed under Item 15(a)(1) and (2), and are incorporated by reference in this report.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in and/or disagreements with accountants on accounting and financial disclosure during the year ended December 31, 2025.
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting
Each of Sinclair’s and SBG’s management, under the supervision and with the participation of its respective Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of its disclosure controls and procedures and its internal control over financial reporting as of December 31, 2025.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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The term “internal control over financial reporting,” as defined in Rules 13a-15d-15(f) under the Exchange Act, means a process designed by, or under the supervision of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer and effected by its Board of Directors or Board of Managers, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”) and includes those policies and procedures that:
•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Sinclair’s and SBG’s assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with authorizations of management or its Board of Directors or Board of Managers; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Sinclair’s and SBG’s assets that could have a material adverse effect on Sinclair’s and SBG’s financial statements.
Assessment of Effectiveness of Disclosure Controls and Procedures
Based on the evaluation of its disclosure controls and procedures as of December 31, 2025, each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, Sinclair’s and SBG’s disclosure controls and procedures were effective at the reasonable assurance level.
Report of Management on Internal Control over Financial Reporting
Sinclair’s and SBG’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of Sinclair’s and SBG’s management, including Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer, Sinclair and SBG assessed the effectiveness of its internal control over financial reporting as of December 31, 2025 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”). Based on Sinclair’s and SBG’s assessment, Sinclair’s and SBG’s management has concluded that, as of December 31, 2025, Sinclair’s and SBG’s internal control over financial reporting was effective based on those criteria.
The effectiveness of Sinclair’s and SBG’s internal control over financial reporting as of December 31, 2025 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports which are included herein.
Changes in Internal Control over Financial Reporting
There have been no changes in Sinclair’s and SBG’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Sinclair’s and SBG’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Management, including each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer, do not expect that Sinclair’s and SBG’s disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within each company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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ITEM 9B.OTHER INFORMATION
During the three months ended December 31, 2025, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2026 Annual Meeting of Stockholders under the captions, “Directors, Executive Officers and Key Employees,” “Delinquent Section 16(a) Reports,” “Code of Business Conduct and Ethics,” “Corporate Governance,” and “Related Person Transactions,” as applicable, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this report.
ITEM 11.EXECUTIVE COMPENSATION
The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2026 Annual Meeting of Stockholders under the captions, “Compensation Discussion and Analysis”, “Director Compensation for 2025,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this report.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2026 Annual Meeting of Stockholders under the caption, “Security Ownership of Certain Beneficial Owners and Management,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this report.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2026 Annual Meeting of Stockholders under the captions, “Related Person Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this report.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2026 Annual Meeting of Stockholders under the caption, “Disclosure of Fees Charged by Independent Registered Public Accounting Firm,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this report.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The following consolidated financial statements of Sinclair, Inc. required by this item are submitted in a separate section beginning on page F-1 of this report.
Sinclair, Inc. Financial Statements: Page:
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4
Notes to Consolidated Financial Statements F-11
The following consolidated financial statements of Sinclair Broadcast Group, LLC required by this item are submitted in a separate section beginning on page F-50 of this report.
Sinclair Broadcast Group, LLC Financial Statements: Page:
Report of Independent Registered Public Accounting Firm F-51
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-53
Notes to Consolidated Financial Statements F-60
(a) (2) Financial Statements Schedules
All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the accompanying notes.
(a) (3) Exhibits
The following exhibits are filed with this report:
EXHIBIT NO. EXHIBIT DESCRIPTION
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EXHIBIT NO. EXHIBIT DESCRIPTION
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EXHIBIT NO. EXHIBIT DESCRIPTION
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EXHIBIT NO. EXHIBIT DESCRIPTION
21† Significant Subsidiaries of Sinclair and SBG.
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EXHIBIT NO. EXHIBIT DESCRIPTION
* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
† Filed herewith.
‡ In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
(b) Exhibits
The exhibits required by this Item are listed under Item 15 (a) (3).
ITEM 16.FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of February 2026.
SINCLAIR, INC.
SINCLAIR BROADCAST GROUP, LLC
By: /s/ Christopher S. Ripley
Christopher S. Ripley
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading “Signature” constitutes and appoints Christopher S. Ripley as his true and lawful attorney-in-fact acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any or all amendments to this 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, each acting alone, may lawfully do or cause to be done in virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Sinclair, Inc. and Sinclair Broadcast Group, LLC and in the capacities and on the dates indicated.
Signature Title Date
/s/ Christopher S. Ripley
Christopher S. Ripley President and Chief Executive Officer February 27, 2026
/s/ Narinder K. Sahai
/s/ David R. Bochenek
/s/ David D. Smith
David D. Smith Chairman of the Board and Executive Chairman February 27, 2026
/s/ Frederick G. Smith
Frederick G. Smith Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ J. Duncan Smith
J. Duncan Smith Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Robert E. Smith
Robert E. Smith Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Laurie R. Beyer
Laurie R. Beyer Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Benjamin S. Carson, Sr.
Benjamin S. Carson, Sr. Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Howard E. Friedman
Howard E. Friedman Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Daniel C. Keith
Daniel C. Keith Director (Sinclair) and Manager (SBG) February 27, 2026
/s/ Benson E. Legg
Benson E. Legg Director (Sinclair) and Manager (SBG) February 27, 2026
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SINCLAIR, INC.
INDEX TO FINANCIAL STATEMENTS OF SINCLAIR, INC.
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4
Notes to Consolidated Financial Statements F-11
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Sinclair, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Sinclair, Inc and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, and of cash flows for each of the three years in the period ended December 31, 2025, of equity for each of the years ended December 31, 2025, and 2024, and of equity and redeemable noncontrolling interests for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Local Media Segment Advertising Revenue
As discussed in Note 1 to the consolidated financial statements, the Company recorded advertising revenue of $1,156 million relating to the local media segment for the year ended December 31, 2025. Advertising revenue is generated primarily from the sale of advertising spots/impressions. Advertising revenue is recognized in the period in which the advertising spots/impressions are delivered.
The principal consideration for our determination that performing procedures relating to the local media segment advertising revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition for advertising revenue, including controls over the recording of advertising revenue in the period in which the advertising spots/impressions are delivered. These procedures also included, among others, evaluating revenue recognition for a sample of advertising transactions by obtaining taped recordings denoting the as-aired advertisements and comparing those ads to the insertion orders and invoices generated and cash received against revenue transactions recorded in the consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 27, 2026
We have served as the Company’s auditor since 2009.
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SINCLAIR, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
As of December 31,
ASSETS
Current Assets:
Cash and cash equivalents $ 866 $ 697
Income taxes receivable — 5
Prepaid expenses and other current assets 147 146
Property and equipment, net 655 705
Indefinite-lived intangible assets 149 150
Customer relationships, net 269 302
Other definite-lived intangible assets, net 264 328
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 496 $ 416
Income taxes payable 21 —
Current portion of operating lease liabilities 24 22
Current portion of program contracts payable 70 69
Other current liabilities 67 60
Total current liabilities 703 605
Operating lease liabilities, less current portion 112 130
Program contracts payable, less current portion 13 13
Deferred tax liabilities 213 335
Other long-term liabilities 180 195
Commitments and contingencies (See Note 11)
Shareholders' equity:
Additional paid-in capital 613 570
(Accumulated deficit) retained earnings (171) 10
Accumulated other comprehensive income — 2
Total Sinclair shareholders' equity 443 583
Noncontrolling interests (73) (67)
Total liabilities and equity $ 5,949 $ 5,885
The accompanying notes are an integral part of these consolidated financial statements.
(a)Our consolidated total assets as of December 31, 2025 and 2024 include total assets of Variable Interest Entities (“VIEs”) of $30 million and $70 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December 31, 2025 and 2024 include total liabilities of the VIEs of $8 million and $16 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 12. Variable Interest Entities.
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SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(In millions, except share and per share data)
REVENUE:
OPERATING EXPENSES:
Media selling, general and administrative expenses 806 794 747
Amortization of program contract costs 74 74 80
Depreciation of property and equipment 104 101 105
Corporate general and administrative expenses 185 185 694
Amortization of definite-lived intangible and other assets 145 149 166
Loss on deconsolidation of subsidiary — — 10
(Gain) loss on asset dispositions and other, net (19) (20) 3
OTHER INCOME (EXPENSE):
Gain on extinguishment of debt 6 1 15
Income from equity method investments 61 118 29
Other income (expense), net 2 29 (45)
(Loss) income before income taxes (153) 395 (637)
INCOME TAX BENEFIT (PROVISION) 54 (76) 358
Net loss attributable to the redeemable noncontrolling interests — — 4
Net income attributable to the noncontrolling interests (13) (9) (16)
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR $ (112) $ 310 $ (291)
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:
Basic (loss) earnings per share $ (1.61) $ 4.72 $ (4.46)
Diluted (loss) earnings per share $ (1.61) $ 4.69 $ (4.46)
The accompanying notes are an integral part of these consolidated financial statements.
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SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023